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TSX Adopts Changes to Director Elections and Proposes Majority Voting

Posted by: · February 1st, 2013

The Toronto Stock Exchange (the “TSX”) has adopted certain amendments to provisions of the TSX Company Manual relating to the election of directors. These amendments (the “New Rules”) became effective on December 31, 2012 (the “Effective Date”). The TSX also published for comment additional proposed amendments which will make majority voting mandatory (the “Proposed Amendments”). The TSX issued a Staff Notice in July 2013 providing guidance on the new rules. See our post…

CSA Publishes Proposed NI 51-103 Ongoing Governance and Disclosure Amendments

Posted by: · January 21st, 2013

In July 2011, the Canadian Securities Administrators (the “CSA”) published for comment a proposed National Instrument 51-103 Ongoing Governance and Disclosure Requirements for Venture Issuers (“NI 51-103”) and rule amendments (collectively, the “Original Proposals”) proposing a new mandatory regulatory regime for “venture issuers”.  Following a review of comments received, the CSA re-published a modified NI 51-103 and related rule amendments (collectively, the “Revised Proposals”) for a second comment period. We were…

Director and Officer Indemnification Agreements

Posted by: · January 14th, 2013

In order to attract and retain qualified individuals to act as directors and officers, public companies commonly enter into director and officer indemnification agreements to enhance the protections provided to directors and officers under statutory and corporate by-law indemnification rights and directors’ and officers’ (“D&O”) insurance policies. An indemnification agreement provides each director and officer with contractual indemnity rights enforceable against a company in respect of claims and liabilities arising…

TMX Releases Consultation Paper on Listing of Emerging Market Issuers

Posted by: · December 18th, 2012

The Toronto Stock Exchange (“TSX”) and TSX Venture Exchange (“TSXV”) issued a joint consultation paper in December 2012 identifying the risks associated with listing emerging market issuers. The consultation paper also provided preliminary guidance with respect to listing considerations and seeks comments from stakeholders to improve regulatory material. The comment period will continue to February 28, 2013. This follows the Ontario Securities Commission’s November 2012 release of Staff Notice 51-720…

ISS Releases Updated Proxy Voting Guidelines

Posted by: · November 16th, 2012

The Institutional Shareholder Services Inc. (the “ISS”) released its 2013 Canadian Corporate Governance Policy Updates on November 16, 2012 (the “Policy Updates”). The Policy Updates provide guidance on several corporate governance topics including slate balloting, majority  voting for election of directors, board independence, executive compensation, and advance notice requirements. The Policy Updates follow the recent amendments to the Toronto Stock Exchange (the “TSX”) Company Manual (the “Amendments”). The Amendments require…


This blog discusses issues relevant to mining exploration and development companies carrying on business in Canada and around the world. Topics include acquiring and developing mineral projects, organizing and financing resource companies and mergers and acquisitions.

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