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Proposed Amendments to Toronto Stock Exchange Company Manual [ED]

Comment period ended: June 27, 2016

Ef­fec­tive date:

The amendments will be effective upon approval by the Ontario Securities Commission (the "OSC") following public notice and comment.

Last up­dated:

May 2016

Overview

On May 26, 2016, the Toronto Stock Exchange (TSX) issued for comment proposed amendments to its Company Manual that would introduce a requirement that listed issuers maintain a publicly accessible website posting current copies of the following documents:

  • Constating documents;
  • Corporate policies that impact meetings of security holders and voting;
  • Security holder rights plans;
  • Security compensation arrangements (such as stock option plans); and
  • Certain corporate governance documents, including charters of board committees, code of ethical business conduct, position descriptions, board mandate, anti-corruption policies and other environmental and social policies, and whistleblower policies

Importantly, issuers would no longer need to describe majority voting policies in their annual meeting materials and would instead be required to post a copy of the policy on the issuer’s website.

In its request for comments by June 27, 2016, the TSX notes that while reporting issuers are required under Canadian securities laws to file certain documents on the System for Electronic Document Analysis and Retrieval (SEDAR), such documents may be difficult to find due to differing practices in filing and identifying materials under consistent categories. Additionally, the TSX notes that some of the policies and corporate governance documents proposed to be posted on an issuer’s website are not required under securities laws to be filed on SEDAR at all.

Other developments

May 2016

On May 26, 2016, the TSX issued for comment proposed amendments to its Company Manual that would introduce a requirement that listed issuers maintain a publicly accessible website posting current copies of certain documents.

Correction list for hyphenation

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