TSX publishes amendments to TSX Company Manual in relation to director election requirements
The Toronto Stock Exchange (“TSX”) has published amendments to the TSX Company Manual in relation to director elections (the “Amendments”). Visit the TSX website to view the Notice of Approval of the Amendments. The Amendments require each director of a TSX listed issuer, other than a listed issuer that is majority controlled (as defined in the Amendments), to be elected by a majority of the votes cast with respect to his or her election other than at contested meetings (the “Majority Voting Requirement”). Under the Amendments, an issuer will be required to adopt a majority voting policy (a “Policy”) if it does not otherwise satisfy the Majority Voting Requirement in a manner acceptable to the TSX, for example, by applicable statutes, articles, by-laws or other similar instruments.
The TSX believes these Amendments enhance transparency and improve the governance dialogue between issuers, security holders and other stakeholders. The Amendments are further to the set of amendments to the TSX Company Manual published on October 4, 2012 (the “2012 Amendments”). See our post summarizing the 2012 Amendments.
The Amendments become effective June 30, 2014. Issuers with fiscal years ending on or after June 30, 2014 must comply with the Amendments at their first annual meeting following June 30, 2014.
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