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Amendments to Part IV of the Toronto Stock Exchange Company Manual
Letter Summary:
The CAC supports TSX mandating that its listed issuers have majority voting. We believe that the positive impact of such a policy greatly outweighs any potential disadvantages to listed issuers. A majority voting policy would increase the accountability of directors to shareholders, increase transparency, and improve the governance of the listed issuers who have not yet adopted such a policy. As noted in the Request for Comments, to the extent that governance or other issues arise from an impending director departure, those issues can be managed by delaying the departure of the director for a reasonable period of time until the board or its committees can be reconstituted.
Overview of the Council’s Comments:
The CSA supports the jurisdiction of the TSX to adopt and enforce the Amendments. Issuers who choose to list on the TSX must be willing to abide by all of the TSX rules, and the TSX has the authority to impose requirements relating to corporate governance on its listed issuers and to impose requirements which assist in maintaining and improving the integrity of the market.