TSX proposes changes to majority voting and director elections

The Toronto Stock Exchange today published proposed amendments to section 461 of the TSX Company Manual regarding shareholders' meetings and proxy solicitation. Specifically, the proposed amendments would require issuers listed on the TSX to elect directors individually, hold annual elections for all directors, disclose annually whether they have adopted a majority voting policy and if not, explain why not, and advise the TSX if a director receives a majority of "withhold" votes. As set out in the TSX notice, according to the Canadian Coalition for Good Governance, fifty-seven per cent of issuers in the S&P/TSX Composite Index have adopted majority voting policies, and Canada is one of the few major jurisdictions that still has plurality voting (which results in a director or slate being elected even if only one vote is cast "for" the director or slate, since securityholders are only entitled to vote for or withhold their votes). The proposed amendments are open for comment until October 11, 2011.

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