TSX New Company Manual Rules Regarding Election Of Directors And Majority Voting Are Now Effective


On December 31, 2012, the recent amendments to the TSX Company Manual regarding director elections and majority voting became effective. Under the new rules, TSX-listed companies are required to:

  • elect directors individually (not as a slate);
  • hold annual elections for all directors; and
  • promptly issue a news release providing detailed disclosure of the voting  results for the election of directors.

In addition, the new rules require TSX-listed companies to disclose annually in its management information circulars whether they have adopted a majority voting policy for directors for uncontested meetings. If a majority voting policy has not been adopted, the company is required to explain in its management information circular its practices for electing directors as well as the reasons why the company has not adopted a majority voting policy. The new majority voting rules are discussed in further detail in a prior post, which can be found here.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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