In October, 2017 the Toronto Stock Exchange ("TSX") announced amendments to Part IV of the TSX Company Manual (the “Manual”) requiring TSX listed issuers (other than Non-Corporate Issuers, Eligible Interlisted Issuers and Eligible International Interlisted Issuers (as such terms are defined in the Manual) to maintain a publicly accessible website and to make available on those websites a copy of their constating documents (such as articles and by-laws) as well as, if adopted, copies of certain corporate policies and corporate governance documents (such as a majority voting policy; advance notice policy; position descriptions for the chairman of the board and the lead director, if applicable; board mandate; and board committee charters). The disclosure amendments do not require a listed issuer to create new corporate policies or governance documents only to post existing and effective policies already adopted on the listed issuer's website.
The purpose of these amendments is to provide participants in the Canadian capital markets with ready access to key security holder documents. Reporting issuers are already required to file certain material documents with Canadian securities regulators, which are publicly available on the System for Electronic Document Analysis and Retrieval ("SEDAR"). However, regulators believed that these documents may be difficult to find on SEDAR due to issuers' differing practices for identifying and filing materials under consistent categories. Additionally, certain of the policies and corporate governance documents required to be available by virtue of these amendments may not be required to be filed on SEDAR. The TSX believes that there is value in providing investors with a centralized location for a listed issuer's corporate governance information and that the modest increase in a listed issuer's disclosure obligations is outweighed by the benefits to investors.
Affected TSX listed issuers must have current and effective versions of their constating documents and prescribed corporate policies and corporate governance documents , as applicable, posted to their website (which should be easily identifiable and accessible from the listed issuer’s home page or investor relations page) by no later than April 1, 2018.
Endeavor Law can assist issuers listed on the TSX, TSXV and CSE with listing, filing, compliance and disclosure matters. Endeavor Law will always seek to provide competitive pricing for any legal services requested and is pleased to discuss fee arrangements that suit any potential client.
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