The Toronto Stock Exchange today published proposed amendments to section
461 of the TSX Company Manual regarding
shareholders' meetings and proxy solicitation. Specifically,
the proposed amendments would require issuers listed on the TSX to
elect directors individually, hold annual elections for all
directors, disclose annually whether they have adopted a majority
voting policy and if not, explain why not, and advise the TSX if a
director receives a majority of "withhold" votes.
As set out in the TSX notice, according to the Canadian Coalition for
Good Governance, fifty-seven per cent of issuers
in the S&P/TSX Composite Index have adopted majority voting
policies, and Canada is one of the few major jurisdictions that
still has plurality voting (which results in a director or slate
being elected even if only one vote is cast "for" the
director or slate, since securityholders are only entitled to vote
for or withhold their votes).
