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TSX Request for Comment - Corporate Governance Policy – Proposed New Disclosure Requirement

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SRO Notices and Disciplinary Proceedings 13.1.2 TSX Request for Comment - Corporate Governance Policy – Proposed New Disclosure Requirement TORONTO STOCK EXCHANGE REQUEST FOR COMMENT CORPORATE GOVERNANCE POLICY – PROPOSED NEW DISCLOSURE REQUIREMENT On September 28, 2004 the Board of Directors of Toronto Stock Exchange (“TSX”) approved an amendment (the “Amendment”) of the corporate governance disclosure requirement contained in the TSX Company Manual, applicable to TSX listed issuers. The Amendment is in response to proposed National Instrument 58-101 Disclosure of Corporate Governance Practices (the “Proposed Instrument”) and proposed National Policy 58-201 Corporate Governance Guidelines (the “Proposed Policy”) being published for comment by all members of the Canadian Securities Administrators (the “CSA”). The Amendment will be effective when the Proposed Instrument is finalized and becomes effective. Comments should be in writing and delivered by December 13, 2004 to: Robert M. Fabes Senior Vice President Toronto Stock Exchange The Exchange Tower 130 King Street West Toronto, Ontario M5X 1J2 Fax: (416) 947-4547 Email: robert.fabes@tsx.com A copy should also be provided to the: Manager Market Regulation Capital Markets Ontario Securities Commission 20 Queen Street West Toronto, Ontario M5H 3S8 Comments will be publicly available unless confidentiality is requested. OVERVIEW TSX has been advised by the Ontario ...
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SRO Notices and Disciplinary Proceedings 13.1.2 TSXRequest for Comment - Corporate Governance Policy – Proposed New Disclosure Requirement TORONTO STOCK EXCHANGE REQUEST FOR COMMENT CORPORATE GOVERNANCE POLICY – PROPOSED NEW DISCLOSURE REQUIREMENT On September 28, 2004 the Board of Directors of Toronto Stock Exchange (“TSX”) approved an amendment (the “Amendment”) of the corporate governance disclosure requirement contained in the TSX Company Manual, applicable to TSX listed issuers. The Amendment is in response to proposed National Instrument 58-101Disclosure of Corporate Governance Practices (the “Proposed Instrument”) and proposed National Policy 58-201Corporate Governance Guidelines“Proposed Policy”) being (the published for comment by all members of the Canadian Securities Administrators (the “CSA”). The Amendment will be effective when the Proposed Instrument is finalized and becomes effective.Comments should be in writing and delivered by December 13, 2004 to: Robert M. Fabes Senior Vice President Toronto Stock Exchange The Exchange Tower 130 King Street West Toronto, OntarioM5X 1J2 Fax: (416) 947-4547 Email: robert.fabes@tsx.com A copy should also be provided to the: Manager Market Regulation Capital Markets Ontario Securities Commission 20 Queen Street West Toronto, OntarioM5H 3S8 Comments will be publicly available unless confidentiality is requested. OVERVIEW TSX has been advised by the Ontario Securities Commission (the “OSC”) that the Proposed Instrument and the Proposed Policy are being published for public comment.The Proposed Instrument will require TSX issuers to disclose their corporate governance practices in their management information circular.Disclosure will be generally in reference to a number of governance guidelines contained in the Proposed Policy and issuers will have to either describe their compliance with the guidelines or explain how they otherwise achieve the objectives of the guidelines. BACKGROUND Since 1995, TSX has required its issuers to disclose annually, in either their annual report or management information circular, their corporate governance practices with specific reference to 14 TSX governance guidelines. As a result of recent corporate scandals and the enactment of the U.S. Sarbanes-Oxley Act implementing industry wide governance requirements, the OSC, with other members of the CSA, since 2002 has been reviewing its regulation of reporting issuers’ corporate governance activities.As part of that review, the OSC, with certain other of the provincial securities authorities, issued for comment, in early 2004, a proposed instrument requiring all reporting issuers to disclose their corporate governance practices in their annual information form.Disclosure for TSX issuers was proposed to be in reference to a number of recommended best practices set out in a proposed policy.As proposed, TSX issuers would have had to either disclose their compliance with the recommended best practices or explain why they believed that non-compliance was appropriate. In September 2004, TSX was advised by the OSC that they, and all other members of the CSA, after review of comments received, will publish for comment the Proposed Instrument and the Proposed Policy. It is TSX’s view that the Proposed Instrument and the Proposed Policy: 1. largelyduplicate the TSX governance disclosure requirement; and October 29, 2004(2004) 27 OSCB 8944
SRO Notices and Disciplinary Proceedings
2. replicateand add to existing TSX governance guidelines. Accordingly, in order to avoid confusion in the marketplace and duplication of effort for TSX issuers and investors, TSX is proposing the Amendment. SPECIFIC CHANGES The Amendment will replace Sections 472 through 475 of the TSX Company Manual with the following: Sec. 472listed issuer subject to National Instrument 58-101 EachDisclosure of Corporate Governance Practices, or any replacement of that instrument, is required to disclose its corporate governance practices in accordance with that instrument, or any replacement of that instrument. TSX will monitor corporate governance disclosure of listed issuers. TSX will contact listed issuers who have not complied with this Section 472 to assist them in complying with the disclosure requirement.Non-complying listed issuers will be required to publish amended disclosure in the listed issuer’s next quarterly report. TSX will publish the names of those listed issuers failing to comply with a request for amended disclosure.Continuing non-compliance could result in suspension and de-listing. Listed issuers who evidence a blatant and consistent disregard of TSX’s disclosure requirement will be referred to the Ontario Securities Commission and may be subject to other legal proceedings.” The Amendment will require TSX issuers to disclose their governance practices in accordance with the Proposed Instrument. This will allow TSX to continue to monitor TSX issuers’ disclosure in order to ensure that it remains consistent with TSX standards and its participants’ expectations. PUBLIC INTEREST ASSESSMENT Given that the TSX corporate governance disclosure requirement has been part of Canadian securities regulation for almost a decade, TSX determined that it is in the public interest that the Amendment be published for public comment. Accordingly, the Amendment is being published for comment concurrently with the publication for comment of the Proposed Instrument and the Proposed Policy. The Amendment will become effective when the Proposed Instrument is finalized and becomes effective. BY ORDER OF THE BOARD OF DIRECTORS SHARON PEL SENIOR VICE PRESIDENT, LEGAL AND BUSINESS AFFAIRS
October 29, 2004
(2004) 27 OSCB 8945
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