TSX Adopts Changes To Director Elections And Majority Voting

The TSX today published notice that it is adopting amendments to its Company Manual that would require issuers to (i) elect directors annually; (ii) elect directors individually; (iii) publicly disclose the votes received for the election of each director; (iv) disclose whether a majority voting policy has been adopted and if not, explain the practices for electing directors and the reason for not adopting a majority voting policy; and (v) disclose to the TSX if a director receives a majority of "withhold" votes in the case that the issuer does not have a majority voting policy.

An earlier version of the proposals was published for comment in September 2011 and, according to the TSX, a majority of commenters supported the changes. The final amendments, which have been approved by the OSC, will come into force on December 31, 2012. Security holder meetings that have already been set and for which proxy materials have already been approved will be unaffected by the