IR Leader
February 18, 2014

Top Stories

Notice of Approval Amendments to Part IV of the Toronto Stock Exchange ("TSX") Company Manual

Toronto Stock Exchange ("TSX") has amended the TSX Company Manual in relation to director elections. The amendments require each director of a TSX listed issuer, other than a listed issuer that is majority controlled (as defined in the amendments), to be elected by a majority of the votes cast with respect to his or her election other than at contested meetings (the "Majority Voting Requirement"). An issuer must adopt a majority voting policy (a "Policy") if it does not otherwise satisfy the Majority Voting Requirement in a manner acceptable to TSX, for example, by applicable statutes, articles, by-laws or other similar instruments. The amendments become effective June 30, 2014. Issuers with fiscal years ending on or after June 30, 2014 must comply with the amendments at their first annual meeting following June 30, 2014.

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TSX Adopts Previously Proposed Amendments to Director Elections and Majority Voting

The TSX today announced that it has approved amendments to its Company Manual that will require that each director of a TSX listed issuer be elected by a majority of the votes cast with respect to his or her election other than at contested meetings (the Majority Voting Requirement).

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Budget Briefing 2014

The Honourable Jim Flaherty, Minister of Finance, tabled Canada's federal budget for 2014 on February 11, 2014 (Budget 2014). In his budget speech, the Minister reinforced the government's commitment to balancing the budget and returning Canada to a position of fiscal strength. Budget 2014 pairs restrained spending along with targeted initiatives designed to create jobs and opportunities.

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High-Speed Trading Isn't About Efficiency - It's About Cheating

When hedge funds use bots to buy and sell stocks within milliseconds, they're not improving the market. They're rigging the market.

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U.S. Lags in Placing Women on Boards as Investors Urge for More Diversity

Women held only 16.9 percent of board seats in 2013 - no change from last year (16.6 percent), according to the report, "2013 Catalyst Census: Fortune 500 Women Board Directors."

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Facilitating the Listing Process for Non-Resource Issuers - TSXV Clarifies the "History of Operations or Validation of Business" Requirement

On January 29, 2014 the TSX Venture Exchange (TSXV) published a bulletin providing some guidance to facilitate the listing process for issuers intending to list on the TSXV in the "Industrial, Technology and Life Science" category (Non-Resource Issuers).

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Preparing for the 2014 Proxy Season

Latham & Watkins partners Jim Barrall, global Co-chair of the firm's Benefits and Compensation Practice, and Steven Stokdyk, global Co-chair of the firm's Public Company Representation Practice, discuss how companies can prepare for the 2014 proxy season.

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Surge in Shareholder Activism Straining Investors' Resources

The proxy season has triggered a gold rush of activist institutional investors challenging companies. But this swell in corporate governance activity could strain investors' resources, especially related to executive pay issues and shareholder engagements.

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