Written by Kahlan K. Mills and Alexander Baker
On April 1, 2018, the Toronto Stock Exchange (TSX) Company Manual will be amended to include a newly adopted section 473 that addresses certain disclosure requirements related to the websites of listed issuers. Section 473 is intended to provide participants in the Canadian capital markets with efficient access to important security holder documents that may have traditionally been available, but sometimes difficult to locate, on SEDAR.
Specifically, section 473 will require listed issuers to make available on their websites copies of their effective constating documents and, if adopted, certain corporate policies and corporate governance documents including the following, as applicable:
- articles of incorporation, amalgamation, continuation or any other constating or establishing documents of the issuer and its by-laws;
- majority voting policy;
- advance notice policy;
- position descriptions for the chairman of the board and the lead director;
- board mandate; and
- board committee charters.
The webpage(s) containing the documents noted above should be easily identifiable and accessible from the listed issuer's home page or investor relations page. If a listed issuer's website is shared with other issuers, each listed issuer should have a separate, dedicated webpage on the website for the purposes of complying with section 473.
Section 473 was drafted broadly to require the disclosure of certain policies and corporate governance documents that may not be required to be filed on SEDAR. The overall aim of section 473 is to enhance the efficiency and transparency of listed issuers' documents that are relevant to their security holders.
As a result of this change to the TSX Company Manual, each listed issuer should seek counsel to ensure that its website will be compliant with section 473 when it becomes effective, and that the materials presented communicate the listed issuer's intended message in both form and substance.
Section 473 does not apply to Eligible Interlisted Issuers, Eligible International Interlisted Issuers and Non-Corporate Issuers.