Issuers listed on the Toronto Stock Exchange ("TSX") are reminded that TSX disclosure requirements relating to website and security based compensation arrangements that were proposed in May 2016, pared back in April 2017 and approved in October 2017, will become effective during this coming proxy season. Specifically, as of April 1, 2018, listed issuers will be required to post the governance documents noted below on their websites (the "Website Disclosure"). In addition, listed issuers will need to include new security based compensation disclosure (the "Security Based Compensation Disclosure") in their management information circulars in connection with annual shareholder meetings for fiscal years ending on or after October 31, 2017, which includes any issuer with a December 31, 2017 year end. The Security Based Compensation Disclosure will require issuers to disclose, among other things, annual burn rates for security based compensation arrangements.
As of April 1, 2018, TSX listed issuers will be required to make the following documents available on their websites:
- Articles of incorporation, amalgamation, continuation or any other constating or establishing documents of the issuer and its by-laws; and
- If adopted, copies of:
- majority voting policy,
- advance notice policy,
- position descriptions for the chairman of the board and the lead director,
- board mandate, and
- board committee charters.
Security Based Compensation Disclosure
During the upcoming 2018 proxy season, TSX listed issuers with year-ends of October 31, 2017 or later will need to include the Security Based Compensation Disclosure in their management information circulars. Such disclosure will include:
- annual burn rate, including the formula used to calculate the burn rate, for security based compensation arrangements, and
- in addition to the number of awards issuable, outstanding or available for grant under an applicable compensation plan, the percentage that such number represents of the issuer's outstanding securities.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.