Peterson McVicar Blog

January 2023 Edition

New Ontario Transparency Register Requirement for Private Companies

The Toronto Stock Exchange Company Manual (the “Manual”) requires all issuers listed on the Toronto Stock Exchange, except for those falling within a few narrow exceptions, to make available on their website their current, effective constating documents and, if adopted, certain corporate policies and corporate governance documents.

All affected issuers must make the following documents easily identifiable and accessible from either the home page or an investor relations page of their website:

  • Article of incorporation, amalgamation, continuation or any other constating or establishing documents of the issuer
  • The by-laws of the issuer

The following policies must be made readily available in the same fashion as above, if the issuer has adopted such:

  • Any majority voting policy
  • Any advance notice policy
  • Position descriptions for the chairman of the board and the lead director
  • Any Board mandate
  • Any Board committee charter

Finally, National Instrument 58-101 – Disclosure of Corporate Governance Practices requires any adopted code of business conduct and ethics to be filed on SEDAR. It is prudent for issuers to make any such code available on their website as well, though there is no legal requirement that they do so.