TSX Amendments: Website Disclosure and Disclosure of Securities Based Compensation
The following are highlights of the notice of TSX amendments to Parts IV and VI of the Toronto Stock Exchange Company Manual which were published on October 19, 2017:
TSX listed issuers must post the current versions of the following documents (or their equivalent) on their website in easily accessible and identifiable form:
1. constating documents, including by-laws; and
2. if adopted:
- majority voting policy;
- advance notice policy;
- position descriptions for the chairman of the board, and the lead director;
- board mandate; and
- board committee charters
However, "Eligible Interlisted Issuers," "Eligible International Interlisted Issuers" and "Non-Corporate Issuers" are not subject to this website disclosure requirement. An Eligible Interlisted Issuer is a TSX listed issuer that is also listed on a "Recognized Exchange" and had less than 25% of the overall trading volume of its listed securities occurring on all Canadian marketplaces in the immediately preceding 12 months. An Eligible International Interlisted Issuer is an Eligible Interlisted Issuer that is incorporated or organized in a TSX recognized jurisdiction (including Australia, England, Hong Kong and the State of Delaware). Non-Corporate Issuers include closed-end funds and issuers of certain exchange traded products and structured products.
New Burn Rate Disclosure for Security Based Compensation Arrangements
TSX listed issuers must disclose in their information circulars the annual burn rate of every securities based compensation arrangement for each of their three most recently completed financial years, subject to shortened periods for certain newer arrangements.
The annual burn rate, expressed as a percentage, equals:
1. the number of securities granted under the arrangement during the applicable year; divided by
2. the weighted average number of securities outstanding for the applicable year (in accordance with the CPA Canada Handbook).
Securities awarded under arrangements may include options, performance stock units, deferred stock units, restricted stock units and other similar awards. Where the securities awarded include a multiplier, only a narrative description need be provided; not the maximum payout, which can be misleading.
Disclosure Requirements for Security Based Compensation Arrangements and Timing
TSX listed issuers must disclose, for each securities based arrangement:
1. (i) maximum number of securities issuable (expressed as a fixed number and percentage of outstanding securities or fixed percentage of outstanding securities), (ii) number of outstanding securities awarded and percentage of outstanding securities they represent, and (iii) number of remaining securities available for grant and percentage of outstanding securities they represent; and
2. the vesting and terms of securities issuable thereunder (and no longer just for stock options).
For annual meetings, an issuer must disclose this information (as well as other Section 613 TSX Company Manual requirements, other than the burn rate which has been discussed above) as at the end of its most recently completed financial year, rather than as at the date of the circular, as previously required. For other meetings in which security approval is sought for a security based compensation matter, such information must be presented as at the date of the meeting materials. This latter situation is not common.