Pursuant to recent amendments to Part IV of the TSX Company Manual (the “Manual”), and in particular the provisions contained in the new Section 473 of the Manual, most Toronto Stock Exchange (“TSX”) listed issuers (“Issuers”) are required to make their constating documents and certain other key corporate documents available on their websites no later than April 1, 2018.
As rationale for the amendments, the notice of approval for the final amendments to the Manual specifies the desirability of investor access to pertinent Issuer documents. The notice further observes that the amendments are intended to facilitate an ease of access to corporate documents which is often not available through the System for Electronic Document Analysis (SEDAR) or otherwise.
Thus, per the amendments, Issuers must post to their websites the current, effective versions of the following documents, or their equivalent, as applicable:
(a) articles of incorporation, amalgamation, continuation or any other constating or establishing documents of the issuer and its bylaws; and
(b) copies of the following, if adopted:
(i) majority voting policy;
(ii) advance notice policy;
(iii) position descriptions for the chairman of the board, and the lead director;
(iv) board mandate; and
(v) board committee charters.
The only Issuers exempted from this website listing requirement are Eligible Interlisted Issuers, Eligible International Interlisted Issuers and Non-Corporate Issuers, as those terms are defined in the Manual.
The webpage containing the above noted documents is to be easily identifiable and accessible from the Issuer’s home page or investor relations page.
Issuers can satisfy the new requirements by posting the current, effective version of a larger document that contains the requisite documents, such as the Issuer’s circular or annual information form.
We would be pleased to assist any affected Issuer with ensuring that its website complies with the new requirements in Section 473 of the Manual.
Note: This article is of a general nature only and is not exhaustive of all possible legal rights or remedies. In addition, laws may change over time and should be interpreted only in the context of particular circumstances such that these materials are not intended to be relied upon or taken as legal advice or opinion. Readers should consult a legal professional for specific advice in any particular situation.