ARTICLE · 15 MARCH 2017

TSX Provides Guidance On Director Election Requirements

Norton Rose Fulbright Canada LLP

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The TSX guidance on advance notice policies is consistent with that articulated by the proxy advisory firms in their most recent voting guidelines.

CanadaCorporate/Commercial Law

Katherine Prusinkiewicz

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Just in time for the 2017 shareholder meeting season, the Toronto Stock Exchange (TSX) has released new guidance regarding its majority voting requirements and the use of advance notice policies. While there are no new rules relating to these two director election issues, the notice provides guidance to help issuers comply with the existing rules and includes examples of policy provisions that do not comply.

The TSX guidance on majority voting follows hot on the heels of the federal government announcement of proposed changes to the Canada Business Corporations Act (CBCA) which, if enacted, would enshrine majority voting in federal corporate legislation. The TSX guidance on advance notice policies is consistent with that articulated by the proxy advisory firms in their most recent voting guidelines.

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