TSX Expands And Enhances Disclosure Regime - Cites Leadership In Corporate Governance And Points Out Unique Differences And Size Of The Canadian Marketplace

TSX Group CEO Barbara Stymiest today reinforced the Toronto Stock Exchange's commitment to corporate governance and outlined proposed changes that will expand and enhance the listing requirements for issuers. "These changes represent enhancements to a system of governance at the TSX that is internationally recognized as being among the most trustworthy in the world," writes Ms. Stymiest in a letter to Ontario Securities Commission Chairman David Brown.

There are unique governance challenges with respect to the Canadian market. "More than 82 percent of Canadian listed companies have less than $500 million in market capitalization and 44 percent have less than $50 million, said Ms. Stymiest. "To implement recent U.S. style governance laws would place a greater burden on Canadian issuers and would be most acutely felt by those least able to bear them, especially our small and micro-cap issuers."

Among the changes the TSX is proposing:

• Enhance the independence of company board of directors by making it a requirement for continued listing on the TSX that a company's board have at least two independent directors and that a majority be independent,
• Ensure that all TSX issuers be required to have a majority of independent members on its audit committee, and,
• Support legislation that would require CEOs to certify annually the accuracy of their disclosure relating to their TSX listing agreement.

Ms. Stymiest is calling on the Canadian Securities Administrators, the umbrella organization of the country's 13 securities commissions, to begin a broad, consultative process involving issuers and market participants to work towards future governance initiatives.

Copies of the Stymiest letter sent to Chairman Brown and a letter from TSX Venture Exchange President Linda Hohol to the Chairs of the B.C. and Alberta Securities Commission, are available on tsx.ca. Also available is a chart that compares the governance regime of the TSX and other markets in the U.S.

TSX are the initials attached to the core businesses of the TSX Group: Toronto Stock Exchange, TSX Venture Exchange, TSX Markets and TSX Datalinx. TSX Group operates Canada's two national stock exchanges serving the senior equity and public venture equity markets. TSX Group is headquartered in Toronto and maintains division offices in Montreal, Winnipeg, Calgary and Vancouver.