OSC Supports TSX’s Director Election Proposal

The Ontario Securities Commission (the OSC) recently released its 2012 annual report (the Annual Report), which includes a further update (see our July 2012 Blakes Bulletin: OSC to "Advocate" for Director Election Reforms) on the OSC's intentions concerning potential reforms to the regulation of director elections.

Background

In January 2011, the OSC published OSC Staff Notice 54-701 – Regulatory Developments Regarding Shareholder Democracy Issues, which stated they were assessing whether reforms to securities laws were appropriate to facilitate individual director voting and majority voting for director elections of reporting issuers in Ontario.

In September 2011, the Toronto Stock Exchange (TSX) published for comment proposed changes to its Company Manual (the TSX Proposal) which would require TSX-listed issuers to elect directors individually (rather than by slate) and make specified disclosures concerning majority voting for the election of directors. The