Legal Updates

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Update

Wednesday, February 28, 2018

On October 19, 2017, the Toronto Stock Exchange (the "TSX”) announced amendments to Part IV of the TSX Company Manual (the “Manual”), relating to the introduction of website disclosure requirements for most listed issuers. The amendments, which introduce a new Section 473 to the Manual, require listed issuers to maintain a publicly accessible website on which they post their constating documents together with certain corporate policies and/or governance documents.

In particular, all TSX-listed issuers, other than Non-Corporate Issuers, Eligible Interlisted Issuers and Eligible International Interlisted Issuers (as such terms are defined in the Manual) must have current and effective versions of the following documents, as applicable, posted to their website no later than April 1, 2018:

  • all constating or establishing documents of the issuer (such as articles and by-laws); and
  • if adopted, copies of any:
    • majority voting policy;
    • advance notice policy;
    • position descriptions for the chairman of the board and the lead director, if applicable;
    • board mandate; and
    • board committee charters.

Importantly, these disclosure requirements do not require a listed issuer to create new policies; merely to post policies that it has already adopted on its website.

The webpage(s) containing the above-mentioned documents should be easily identifiable and accessible from the listed issuer’s home page or investor relations page.

Section 473 of the Manual is intended to improve the accessibility of information to the investing public. Although reporting issuers are required to file certain of the documents covered by Section 473 with Canadian securities regulators, the TSX is of the view that such documents may be difficult to identify and access as a result of varying filing practices among issuers on the System for Electronic Document Analysis and Retrieval (“SEDAR”). The new website disclosure requirements will provide Canadian capital market participants with consistent access to the corporate governance documents and policies of TSX-listed issuers.

If you have any questions with respect to the matters discussed above, please contact Alexandra Meffe by email at ameffe@wildlaw.ca, Michael Rennie by email at mrennie@wildlaw.ca, or any other member of Wildeboer Dellelce LLP.

This update is intended as a summary only and should not be regarded or relied upon as advice to any specific client or regarding any specific situation.