TSX Moves Towards Greater Shareholder Democracy For Listed Issuers

INTRODUCTION

The Toronto Stock Exchange published for comment proposed amendments (the Amendments) to its Company Manual which, once adopted, will impose requirements on TSX listed issuers which aim to improve corporate governance standards relating to the election of directors.

The Amendments¹ would require issuers listed on TSX to:

• elect directors individually instead of by slate;
• hold annual elections for all directors;
• disclose annually whether they have adopted a majority voting policy for directors for uncontested meetings and, if not, to explain their practices for electing directors and why they have not adopted a majority voting policy; and
• advise the TSX if a director receives a majority of "withhold" votes (if a majority voting policy has not been adopted).