In October 2017, the TSX published updates under section 473 of the TSX Company Manual placing additional disclosure obligation requirements on non-exempted TSX-listed issuers.
These updates became effective on April 1, 2018.
The TSX’s updates mandate that each TSX-listed issuer (other than Non-Corporate Issuers, Eligible Interlisted Issuers and Eligible International Interlisted Issuers (as such terms are defined in the TSX Company Manual)) will be required to maintain a publicly accessible website. These issuers are also required to post constating documents (i.e. articles of incorporation or amalgamation and by-laws) as well as the following documents, if adopted:
- any majority voting policy;
- any advance notice policy;
- descriptions for the positions of chairman of the board and lead director (the previously proposed requirement to post job descriptions of key officers has been removed);
- any board mandate; and
- any board committee charters.
The webpages where documents are posted must be easily accessible from the issuer’s home page. If a document required to be posted is contained within a larger document, the requirements will be satisfied by the posting of the larger document.
These updates to the TSX Company Manual are intended to provide participants in the Canadian capital markets with ready access to key security holder documents. While reporting issuers are required to file certain material documents with Canadian securities regulators, which are publicly available on SEDAR, this new policy is intended to enhance the accessibility of such documents to the investing public. Further, this updated policy requires affected issuers to post documents that may otherwise not have been public or readily viewable.
The author would like to thank Peter Valente, articling student, for his assistance in preparing this legal update.