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TSX changes director election rules

The Toronto Stock Exchange says it is changing the rules governing the election of directors to the boards of exchange-listed companies.

The Toronto Stock Exchange says it is changing the rules governing the election of directors to the boards of exchange-listed companies.

Among other things, the new rules coming into effect at the end of the year will require that directors be elected annually, that vote totals be disclosed and that directors be elected individually rather than as part of a slate.

The TMX Group, operator of Canada's major exchanges, made the announcement after receiving approval from the Ontario Securities Commission to proceed with amendments to the TSX company manual governing how a listed issuer elects directors.

Other rule changes being adopted Dec. 31 require issuer companies to disclose if they have adopted a majority voting policy for uncontested director elections and to disclose to the TSX if a director receives a majority of "withhold" votes if they do not have a majority voting policy.

The TSX is seeking comment on other proposed amendments to the manual that would require issuers to have majority voting for uncontested director elections. The comment period ends Nov. 5.

Kevan Cowan, president TSX markets and group head of equities, said the changes are being made to "further enhance domestic and global confidence in Canada's capital markets."