TSX Group Chief Executive Officer Barbara Stymiest said, "The consultation process that underpins the Saucier Report provided us with a constructive contribution to the ongoing task of improving corporate governance. We're very grateful for all the efforts of the committee in preparing this report."
In making these changes, the TSX recognizes the importance of the Joint Committee's recommendations, particularly in the current environment with its attention to corporate governance arising from the Enron collapse.
The principal changes are:
- The role of the board in adopting a strategic planning process will be expanded to include the approval of a strategic plan, which takes into account, among other things, the opportunities and risks for the business.
- The revised Guidelines will reinforce the need for boards, which do not have a non-executive chair, to appoint a director who is responsible for managing the board independently of management.
- All members of the audit committee will be required to be "financially literate" and at least one member of the audit committee will be required to have accounting or related financial expertise. The TSX will add practice notes to the Guidelines, which will provide guidance to issuers on specific corporate governance guidelines.
- Disclosure of corporate governance practices will now apply to non-corporate TSX issuers, such as trusts and limited partnerships.
The changes to the Guidelines have been published for comment in the Ontario Securities Commission Bulletin for a 30-day comment period. Comments will be reviewed by the TSX in conjunction with the OSC and changes to the Guidelines may be made.
Effective immediately, the TSX will review on an annual basis the governance practices of its listed issuers. Approaches to governance, adherence to the Guidelines and reasons for departure from the Guidelines will be assessed and published. Based on this review and the TSX's continual monitoring of governance issues, amendments to the Guidelines and the practice notes may be made.
It is anticipated that the amended Guidelines will apply to TSX issuers, and the disclosure requirement will apply to Tier I TSX Venture issuers, commencing with issuers having a year-end on or after December 31, 2002.
TSX are the initials attached to the core businesses of the TSX Group: Toronto Stock Exchange, TSX Venture Exchange and TSX Markets. TSX Group collectively manages all aspects of Canada's senior and junior capital markets, and is a Canadian leader in a global industry, offering clients quality products and always striving to exceed their expectations. TSX Group is headquartered in Toronto and maintains division offices in Montreal, Winnipeg, Calgary and Vancouver.
