Toronto Stock Exchange Announces New Rules For Director Elections

Introduction

The Toronto Stock Exchange has announced new rules for director elections for listed issuers, which will come into effect on December 31, 2012. These new rules will apply to any meeting of security holders which has not been scheduled and for which proxy materials have not been approved by that date. TSX-listed issuers will be required to:

• hold elections on an annual basis for all directors;
• elect directors individually (so that slate voting for directors will no longer be allowed);
• disclose on an annual basis in its management information circular whether a majority voting policy has been adopted for director elections at uncontested meetings. If it has not adopted a majority voting policy, an explanation will be required in the circular as to the issuer's current practices for director elections and why a majority voting policy is not in place;