Please read underlined and bolded portion.
http://www.blg.com/en/newsandpublications/documents/Publication_3238.pdf
Each year we are asked what has changed to the continuous disclosure requirements for Canadian public companies.
TSX Director Election Requirements
Amendments to the TSX Company Manual, which came into force on December 31, 2012, require all TSX-listed issuers to:
• elect directors individually and not as part of a slate;
• hold annual elections for all directors, which precludes the use of staggered terms
1;
• disclose annually in its management information circular:
○
whether they have adopted a majority voting policy2 for uncontested meetings, which requires a director who receives a majority of withhold votes to tender his or her resignation; and
○
if not, to explain:
▪
its practices for electing directors; and
▪
why it has not adopted a majority voting policy;
•advise the TSX if a director receives a majority of "withhold" votes (if a majority voting policy has not been adopted); and
1
If security holder approval is required to implement the amendments because changes are required to the issuer’s constating documents, the TSX will not consider the issuer to be in breach of these obligations if the security holders do not approve the amendments. However, the issuer is required to resubmit and recommend the required amendments at an annual meeting within three years.
2 Further proposed amendments, which have been published for comment, would require all TSX listed issuers to adopt a majority voting policy
effective January 1, 2014.
