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2015-0002 Appendix A Summary of Comments


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Jul 13 2015 onwards

July 13, 2015

Parts III, IV and VII
Emerging Market Issuers

Part III

Further to the Consultation Paper on Emerging Market Issuers published by Toronto Stock Exchange ("TSX" or the "Exchange") and TSX Venture Exchange on December 17, 2012, TSX received 20 comment letters and carefully considered and reviewed them. A summary of the comments and responses are attached to this Staff Notice. Further to the comment process, staff has determined to provide guidance on the application of TSX original and continued listing requirements to applicants and issuers that in the view of TSX have a higher risk profile. While many of the practices and expectations expressed in this Staff Notice are generally applicable to all higher risk applicants and issuers, this Staff Notice is focused on a narrower group of applicants and issuers that have a higher risk profile as a result of significant connections to emerging market jurisdictions ("Emerging Market Issuers").

This Staff Notice is based upon existing rules in the TSX Company Manual (the "Manual") and should be read in conjunction with those rules. TSX applies the same original listing rules set forth in the Manual to all applicants, depending on their listing category. The Manual provides flexibility for TSX to recognize and manage the various risk profiles of applicants for listing.

TSX is providing this guidance to improve transparency in respect of TSX practices and procedures that may apply to Emerging Market Issuers seeking a listing on TSX, as well as those Emerging Market Issuers that are currently listed. The principal purpose of this Staff Notice is to provide a better understanding of the listing requirements of TSX in relation to listing Emerging Market Issuers, and the rationale underlying such requirements, with a view to facilitating the listing process and supporting successful listings on TSX.

TSX is also providing guidance regarding the publication of sponsorship information for all new listings.


Generally, TSX will consider the following factors in determining whether an applicant or an issuer may be an Emerging Market Issuer: (i) residency of "mind and management"; (ii) jurisdiction of the principal business operations and assets; (iii) jurisdiction of incorporation; (iv) nature of the business; and (v) corporate structure. The presence of any one or more of these factors may lead to an issuer being considered as an Emerging Market Issuer.

Like the Ontario Securities Commission1, TSX is focusing these considerations on jurisdictions outside of Canada, the United States, the United Kingdom, Western Europe, Australia and New Zealand. TSX recognizes that apart from these jurisdictions, there are other jurisdictions which are not emerging markets. Given the large number of potential jurisdictions and the infrequency of applications from such jurisdictions, TSX will assess other jurisdictions on a country-by-country basis, taking into account factors such as: (i) the prevalence of the rule of law; (ii) the rating in corruption perception and transparency indices; (iii) a civil or common law system similar to Canada; (iv) usage of International Financial Reporting Standards and International Standards on Auditing; and (v) membership in key commercial and economic international organisations.

TSX considers certain, but not all, emerging market risk factors to be mitigated in respect of resource issuers that: (i) have produced independent technical reports, since there has been an independent expert review conducted on the principal assets; (ii) have management (including board members) that reside, or historically have principally been resident, in Canada or one of the jurisdictions noted above; and (iii) have properties for which the title opinion has been reviewed by the author of the independent technical report.

TSX strongly recommends that applicants possessing some or all of the foregoing factors consult with the Exchange early in their listing deliberations and consider the guidance below accordingly.

Part I—Potential Risks Associated with Listing Emerging Market Issuers

TSX has identified the following principal areas relevant to listing in which there may be greater risks associated with Emerging Market Issuers. We have identified these risks in order to assist market participants in understanding and addressing our underlying concerns. Part II of this Staff Notice provides guidance regarding how Emerging Market Issuers may mitigate these risks.

1. Management and Corporate Governance
(a) Knowledge of Canadian Regulatory Requirements

If management lacks experience and familiarity with Canadian securities law requirements and TSX requirements, the likelihood of non-compliance with, or misunderstanding of, such requirements potentially increases. This may result in:
(i) inadequate corporate governance standards and practices;
(ii) less sensitivity to market concerns and regulatory requirements associated with related party transactions which, in turn, may increase the likelihood of inadequate disclosure of such transactions and non-compliance with applicable security holder approval and/or valuation requirements; and
(iii) inadequate compliance with applicable continuous and timely disclosure requirements.
(b) Communication

Communication issues may exist if the board of directors or management are not fluent in a common language, are not fluent in the language in which the issuer conducts business or are not within close geographic proximity. In such situations, there is the potential for various communication-related issues to arise such as:
(i) inadequate oversight of senior management by the board of directors;
(ii) the inability of advisors (such as legal counsel and auditors) to adequately communicate with senior management and the board of directors;
(iii) the inability of the chief financial officer ("CFO") to properly carry out his/her duties;
(iv) the inability of the audit committee to properly carry out its duties; and
(v) the inability of senior management to adequately communicate with TSX and the applicable securities regulatory authorities.
(c) Local Business Knowledge

If management lacks experience and familiarity with the laws and requirements of the jurisdiction where the issuer is principally carrying out its business activities, the likelihood of non-compliance with, or misunderstanding of, the legal and regulatory requirements applicable to its operations potentially increases.
2. Financial Reporting
(a) Qualifications of Auditors:

For an issuer with principal operations in an emerging market jurisdiction, if the issuer's Canadian auditors lack sufficient experience and expertise in the applicable jurisdiction, the likelihood of errors or oversights in the audit process, and correspondingly the issuer's financial statements and related disclosure, may increase.
(b) Qualifications of CFO and Audit Committee

For an issuer with principal operations in an emerging market jurisdiction, if the issuer's CFO or audit committee lacks sufficient expertise and experience with applicable financial reporting and audit practices and procedures, in particular in the context of international audit engagements for public companies, the likelihood of errors or oversights in the issuer's financial statements may increase.
3. Adequacy of Internal Controls

For an issuer with principal operations in an emerging market jurisdiction, inadequate internal controls over financial reporting matters may increase the likelihood of errors and misstatements in the issuer's financial statements. Although inadequacy of internal controls is a potential risk for any issuer, certain factors may raise the risk profile for Emerging Market Issuers. These factors may include:
(i) differences in banking systems and controls between jurisdictions;
(ii) differences in business cultures and business practices between jurisdictions; and
(iii) rules or limitations on the flow of funds between jurisdictions.
4. Non-Traditional Corporate/Capital Structures
(a) Complexity of Corporate and Capital Structures

TSX understands that tax or foreign ownership restrictions in certain jurisdictions may encourage or necessitate more complex corporate or capital structures. These may include, for example, structures in which the issuer does not hold a direct ownership interest in its principal assets and instead holds its rights indirectly through contractual arrangements with a foreign-domiciled entity (e.g. a variable interest entity structure) or structures in which a foreign-domiciled entity is granted an earn-in or similar right that permits it to acquire a controlling or substantial share position in the issuer for nominal consideration (e.g. a "slow walk" arrangement structure). Where such corporate or capital structures are utilized, there may be potential risks, such as the following:
(i) if the structure requires that legal ownership of the issuer's operating assets be vested in a non-affiliated entity, title to and control over such assets by the issuer may be compromised, a potential risk which may be amplified depending on the rule of law in the applicable jurisdiction;
(ii) the structure may limit or otherwise inhibit the ability of the security holders to have recourse against the assets of the issuer; and
(iii) inadequate public disclosure of the nature, material characteristics and risks associated with the structure.
5. Legal Matters Relating to Title and Ability to Conduct Operations
(a) Validity of Title to Principal Operating Assets

Legitimacy and certainty of title to principal operating assets are key in considering whether listing requirements are met. An issuer must validly own and be able to operate the business upon which its listing is based. For an issuer with operations in an emerging market jurisdiction, there may be an increase in title risk or difficulty demonstrating that these key listing requirements are satisfied.
(b) Legal Right to Conduct Operations:

Many jurisdictions require specific permits or business licenses in order for an issuer to carry out its business operations and that the applicable requirements may be different from jurisdiction to jurisdiction, even within the same industry. Furthermore, the requirements applicable to an issuer may be different if the issuer is considered "foreign" from the perspective of the applicable jurisdiction (for example, China may have requirements specific to a non-Chinese owned entity conducting business operations in China). The associated risks and considerations related to an issuer's ability to carry out its business operations are more likely to be relevant to an Emerging Market Issuer given the location of its operations

Part II—Guidance for Original Listing of Emerging Market Issuers

The following guidance is applicable to Emerging Market Issuers submitting an original listing application to list on TSX. The purpose and intent of this guidance is to explain how these potential risks may be mitigated in connection with applications for listing by Emerging Market Issuers. Depending on the facts specific to each applicant, all, part or none of the following guidance may be applicable, as determined by TSX on a case by case basis. In addition, the guidance below should not be considered an exhaustive list of considerations for listing an Emerging Market Issuer. TSX has carefully prepared this guidance based on experience to date. However, other potential risks may become apparent upon review of an Emerging Market Issuer, and TSX may require other measures to mitigate these risks. TSX also recognizes that there may be other ways to mitigate risks and will consider other proposals made by applicants.

1. Pre-filing Meetings

In light of the various potential risks associated with listing Emerging Market Issuers, TSX strongly recommends that issuers with significant connections to an emerging market jurisdiction contemplating listing on TSX arrange a pre-filing meeting with the Exchange.

These meetings are mutually beneficial, allowing TSX and the applicant to communicate directly and identify concerns, if any, at an early stage and consider how such concerns could be addressed. These meetings also provide an early opportunity for senior management and key representatives of the applicant to ask questions and understand TSX rules and listing requirements. Senior management, key directors and the sponsor (if applicable) of the applicant should be in attendance at pre-filing meetings.

More specifically, these meetings will provide a forum to:
•  introduce TSX to the issuer, its business and key individuals;
•  discuss any questions related to the listing process identified by the issuer and its advisors;
•  identify the requirements and procedures that the Exchange expects will be applicable to the issuer's application; and
•  identify potential issues and areas of concern the Exchange may have with the proposed listing.
These meetings can be accommodated at any of TSX's offices in Canada.
2. Management

Applicants for listing must meet TSX requirements for management (including directors). The Manual provides that "management (including the company's board of directors) should have adequate experience and technical expertise relevant to the company's business and industry and adequate public company experience which demonstrates that they are able to satisfy all of their reporting and public company obligations".2

TSX therefore closely examines the composition, skills and knowledge of management and the board of directors, taking all relevant factors into account, such as the applicant's business and the principal jurisdiction of its business operations. Applicants must provide sufficient information regarding the background, experience and education of the directors and officers as part of the application process to enable TSX to properly complete this assessment.

In order to be satisfied that officers, directors and significant security holders will conduct the business of the company with integrity as well as in the best interest of security holders and the investing public,3 TSX takes into consideration (i) the public company experience of management and the board, (ii) the independence of the board in relation to management and the significant security holder (if any), (iii) local business knowledge and experience in the jurisdiction of the applicant's principal business operations, and (iv) the qualifications of the CFO and audit committee members, as further detailed below. Management of an applicant is a very important factor for TSX in consideration of a listing application.
(a) Public Company Experience

TSX considers public company experience of officers and directors a key component of assessing whether an applicant will be able to satisfy all of its reporting and public company obligations in Canada. Where an applicant's mind and management principally resides in an emerging market jurisdiction, key differences in reporting and disclosure obligations, as well as cultural differences which may influence how business is conducted, must be understood and appreciated.

TSX generally expects that a sufficient number of directors and key officers (e.g. CEO, CFO, COO or corporate secretary) will have North American public company experience, to support the fulfilment of reporting and public company obligations in Canada. TSX may also consider, when appropriate, public company experience from other countries such as the United Kingdom and Australia.

In particular, pursuant to its ability to consider all factors related to management of a company under Section 325 of the Manual, TSX expects that the CFO and the chair of the board of directors ("Chair") of Emerging Market Issuers will have North American public company experience. See also the discussion below in the section entitled "CFO—Suitability Requirement".
(b) Independence

TSX considers independent oversight of management by the board a key component in support of the business of the applicant being conducted with integrity as well as in the best interest of its security holders.

Where an applicant has a significant or controlling security holder who also holds a key position in management, adequate independent oversight is of particular importance.

Adequate independent oversight of management by the board may be demonstrated by the following:

(i) an independent director4 acting as Chair. For applicants with a security holder that directly or indirectly controls, jointly or in concert, 50% or more of the votes attached to equity securities, and where such security holder also is an officer of the applicant, this requirement will be particularly important and TSX may require a majority of independent directors that are also unrelated to the significant security holder;
(ii) at least one independent director5 with relevant work experience in the jurisdiction (or similar jurisdiction) in which the issuer principally operates; and
(iii) at least two independent directors6 with North American public company experience, as discussed in the "Public Company Experience" section above, at least one of whom is resident in Canada.
As part of the independent directors' oversight of management, TSX generally expects that independent directors will carry out regular site visits at the location of principal business operations with local management.
(c) Local Business Knowledge

TSX considers it essential that there be at least one director with significant knowledge and experience regarding the jurisdiction where the issuer principally conducts its business. Adequate knowledge and experience may be satisfied by having worked in the local jurisdiction (or a similar jurisdiction), having worked with businesses in the local jurisdiction (or similar jurisdiction) or having lived in the local jurisdiction (or similar jurisdiction). Ideally, such individual should also be independent and have public company experience as discussed above. TSX believes this gives the board of directors an ability to better oversee management and identify key risks in the business.

In addition, the remaining members of the board and particularly audit committee members must have a thorough understanding of the business and operating environment of the issuer. In this regard, TSX expects that Emerging Market Issuers will adopt robust procedures and processes to educate board members and officers about the local business environment and public company reporting obligations in Canada. TSX expects such education to be completed prior to listing or shortly thereafter.
(d) Communication

Where management and board members are not all fluent in a common language or present in similar time zones, TSX may require that the Emerging Market Issuer present a communication plan to satisfactorily demonstrate how effective communication will occur. Such plan may include, for example, arrangements to ensure that the board has access to translated material documents on a timely basis and availability of simultaneous translation at board meetings. If the CFO and key local operational staff are not fluent in a common language, the applicant's communication plan must address how the CFO will perform his / her role.

At least one senior member of management (i.e., CEO, CFO, COO, corporate secretary or senior investor relations executive) is expected to be sufficiently fluent in English or French to effectively communicate with security holders and other stakeholders such as IIROC, TSX and applicable securities regulatory authorities. When management is located in a jurisdiction where there is a significant time difference, the communication plan should also provide for an appropriate contact during market hours with whom TSX and IIROC may communicate on a timely basis as necessary.

For any material agreements or documentation that the Emerging Market Issuer is required to file with TSX, both at the time of listing as well as post-listing, that are not otherwise available in English or French, an English or French translation by a qualified translator may be required.
(e) CFO—Suitability Requirements

The CFO plays a key role in structuring financial reporting systems, and ensuring that financial reporting is completed accurately and on a timely basis, in accordance with all applicable rules and regulations. Sound financial reporting systems are a key component supporting the satisfaction of financial and other reporting requirements and that the business of the applicant is and will be conducted with integrity and in the best interests of security holders and the investing public.7 Emerging Market Issuers may face more challenges in adopting and maintaining satisfactory financial reporting processes where the principal business operations are in an emerging market jurisdiction. These challenges may be further compounded when the applicant has a complex corporate structure.

The following factors support an individual's suitability as CFO:
(i) a professional accounting designation is preferred; otherwise, significant and appropriate background and experience in an accounting or financial role may be acceptable in lieu of a professional designation;
(ii) previous North American public company experience as a CFO or in another capacity such as controller or treasurer of a North American listed issuer. In the alternative, experience auditing North American listed issuers may also be considered acceptable, especially if relevant to the jurisdiction where the applicant carries out its principal business operations;
(iii) written confirmation of the frequency of site visits to be made by the CFO in order to fully exercise his / her mandate, taking into account the nature and complexity of operations;
(iv) demonstrated experience applying International Financial Reporting Standards;
(v) a strong understanding of Canadian securities laws related to financial reporting matters;
(vi) a thorough understanding of the business environment, as well as business customs and practices that may be unique to the local jurisdiction (or similar jurisdiction), in which the applicant's transactions are primarily conducted; and
(vii) an ability to design and apply effective internal controls over financial reporting.
(f) Audit Committee

The role of the audit committee is important in supporting compliance with financial reporting obligations. Transactions by Emerging Market Issuers may raise unique issues due to geographic, language or cultural differences which may increase the complexity of financial reporting.

In addition to financial literacy, the appropriateness of audit committee members, on an individual basis and collectively, may be supported by:
(i) appropriate and relevant Canadian financial reporting skills and general familiarity with Canadian securities regulations related to continuous disclosure obligations;
(ii) relevant work or board experience in the jurisdiction (or similar jurisdiction) and the industry in which the issuer principally operates;
(iii) a thorough understanding of the local legal and political environment, as well as cultural and business practices; and
(iv) experience in supervising international audit engagements for public companies.
3. Auditors

In exceptional circumstances where TSX is not satisfied that an auditor will be able to adequately discharge its responsibilities for a particular issuer, TSX may require a change of auditors as a condition of listing. TSX may also require as a condition of listing that Emerging Market Issuers provide advance notification for any proposed change of auditors. The appropriateness of an auditor may be supported by:
(i) demonstrated satisfactory experience and expertise in the jurisdiction where the principal operations of the issuer are carried out, including the adoption of quality controls to ensure compliance with Canadian standards of quality control;
(ii) the size and general resources of the firm;
(iii) adequate experience in auditing other Canadian reporting issuers, including industry expertise for those issuers;
(iv) effective oversight by Canadian regulatory authorities, including an ability for Canadian regulatory authorities to access working papers and audit files from the foreign jurisdiction upon request by such authorities;
(v) whether the firm is a "participating audit firm" (as such term is defined in National Instrument 52-108—Auditor Oversight (or applicable successor instrument)) that is in compliance with any restrictions, sanctions or remedial action imposed by the Canadian Public Accountability Board ("CPAB") and is otherwise in good standing with CPAB;
(vi) an ability to communicate effectively with management and the board, in particular, the audit committee; and
(vii) an ability to execute or supervise the audit field work necessary to support the audit opinion either directly or indirectly through an affiliated component auditor, or evidence that the auditor can obtain appropriate comfort to rely on the affiliated component auditor to conduct the field work.
In addition, because of complexities that may surround financial reporting by Emerging Market Issuers, TSX expects auditors to review interim period financial statements (other than the fourth quarter) at the time of listing. As a condition of listing, TSX may require the review of interim statements on an ongoing basis post-listing.
4. Internal Controls

TSX expects applicants to have a comprehensive internal control system in place prior to listing on TSX. TSX may request that the CEO and CFO confirm to TSX in writing that the issuer's internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS or GAAP, as discussed in TSX Staff Notice 2013-0003, as a condition of listing. In exceptional circumstances, TSX may further request that internal control systems be evaluated by independent auditors, other than the issuer's current auditors. Such evaluation would be expected to evaluate the implementation and operation of the internal control system, and whether such system effectively addresses key areas of risk. Such evaluation would take the form of a written report or letter to be provided to TSX commenting on the adequacy of internal controls as at the end of the most recently completed fiscal year. As a condition of listing, TSX may also require an annual report or letter to be provided to TSX commenting on the adequacy of internal controls.

Generally, TSX would not expect to request a review of an internal control system for an exploration stage resource issuer (or equivalent issuer which does not generate revenues) given that risks related to internal control issues would likely be more limited.
5. Sponsorship

Sponsorship requirements are described in Sections 312, 317, 322 and 326 of the Manual. Sponsorship by a participating organization of TSX may be an important factor in considering whether an applicant is suitable for listing. Historically, sponsorship may have been waived for certain applicants completing an initial public offering or brokered financing, or graduating from TSX Venture Exchange. TSX may still consider a waiver from sponsorship, however notwithstanding historical practices, Emerging Market Issuers should be prepared to provide sponsorship in conjunction with an original listing application.

TSX may also classify an Emerging Market Issuer as a non-exempt issuer, subject to Part 5 of the Manual, notwithstanding the fact that it may appear to meet the quantitative requirements of an exempt issuer. Accordingly, in such circumstances, sponsorship may also be required.

Sponsorship may be of particular assistance to TSX for Emerging Market Issuers. More specifically, sponsorship is a useful tool in gaining a better understanding of the applicant's business, financial position, business plan and managerial expertise, in addition to any relevant and material information about the jurisdiction in which it operates. When evaluating applications from Emerging Market Issuers, TSX is more likely to rely on the sponsor to provide relevant information in respect of the business environment and key risks in the jurisdiction where the applicant principally operates. Sponsorship is also helpful in supporting that officers, directors and controlling security holders will conduct the business of the applicant with integrity and the best interests of security holders and the investing public, and in compliance with the rules and regulations of TSX and all other regulatory bodies having jurisdiction.8

For issuers operating in emerging market jurisdictions, if sponsorship is required, a site visit by the sponsor and commentary on the site visit by the sponsor will be required. Sponsors may also be asked to comment on local business practices which are not consistent with Canadian business practices. In addition, TSX may identify other areas of concern to be addressed by the sponsor such as public company experience, local business knowledge, communication plan and related party transaction policy.

Applicants should confirm that TSX does not have an objection to their sponsor prior to the sponsor's engagement.

As noted below under the heading "Sponsorship—Publication of Sponsor, Exemptions and Waivers", TSX will commence publishing in its original listing bulletins the names of sponsors, if any, for all new TSX listings on or about August 1, 2015. Please see below for further details.
6. Related Party Transactions

Related party transactions are generally subject to additional scrutiny by TSX. For example, there are specific TSX rules and requirements applicable to related party transactions by non-exempt issuers in Part 5 of the Manual and to transactions that have not been negotiated at arm's length in Subsection 604(a) of the Manual. In TSX experience, related party transactions may be prevalent among Emerging Market Issuers that have a controlling security holder. TSX may also classify an Emerging Market Issuer as a non-exempt issuer, subject to Part 5 of the Manual, notwithstanding the fact that it may appear to meet the quantitative requirements of an exempt issuer, particularly where related party transactions may be a concern. Furthermore, in its discretion, TSX may take an expanded approach to reviewing transactions which may not strictly meet the definition of "related party transactions" under securities law, but where the transaction does not appear to have been negotiated at arm's length.

TSX may require Emerging Market Issuers to have a policy with respect to related party transactions, particularly if the issuer has a controlling security holder. Such policy should deal with matters such as independent director oversight and approval, public disclosure (news releases), reporting in financial statements and other continuous disclosure documents and requisite regulatory filings.
7. Non-traditional Capital or Corporate Structure and Ownership of Principal Assets

Where a complex or non-traditional corporate structure is used, such as a variable interest entity (VIE), the applicant must provide TSX with a satisfactory explanation as to why such a structure is necessary. TSX also needs to be satisfied that security holders will be adequately protected. Where TSX has concerns with the structure, it may require a legal opinion addressing the noted concerns. These concerns may include, without limitation, the legality of the structure under the laws of the applicable jurisdiction, the issuer's ability under the structure to repatriate funds from the emerging market jurisdiction, the issuer's ability under the structure to enforce applicable contracts and the ability of the issuer's security holders under the structure to have recourse against the assets of the issuer. A legal opinion confirming good standing and ownership of the principal assets may also be required in support of the appropriateness of such structure and to ensure adequate protection for security holders.

TSX expects comprehensive disclosure in a core disclosure document regarding any non-traditional corporate structure and any risks associated with the use of such a structure.

TSX may require title or other opinions related to the ownership of principal assets located in emerging market jurisdictions, particularly where TSX is not familiar with the jurisdiction and an independent technical report has not considered title or ownership.

Applicants should confirm that TSX does not object to their local law firms in emerging market jurisdictions prior to their engagement.
8. Background Research

For all applicants, TSX conducts local background searches on key management, board members and significant security holders and requires submission of personal information forms for this purpose. In addition, TSX may also conduct local corporate searches on an applicant, as well as its subsidiaries and affiliates. Some or all of these searches may be outsourced to investigative firms in the local jurisdiction where individuals reside and where the business of the applicant is principally operated. Applicants are expected to prepay expenses related to these searches. TSX staff will provide a preliminary estimate of costs on request following an initial assessment of the applicant.
9. Policies

TSX may require Emerging Market Issuers to have or adopt policies dealing with the following matters, which must be provided to TSX for prior review:
(i) related party transactions;
(ii) whistle blowing;
(iii) anti-bribery, anti-corruption and ethical business conduct;
(iv) local disbursements;
(v) governance; and
(vi) disclosure.

Part III—Ongoing Guidance for Emerging Market Issuers

Emerging Market Issuer applicants for listing should also be aware that as part of the original listing, TSX may require supplemental ongoing requirements such as pre-clearance of new senior management and board members, a change of auditors, a change to directors & officers insurance for security holder claims, as well as ongoing reporting on financial statement review, internal controls and sponsorship. Such supplemental ongoing requirements will generally be identified at the time of the original listing.

Part IV—Continued Listing Requirements for Emerging Market Issuers

In its ongoing monitoring of listed issuers for compliance with continued listing requirements and in conducting delisting reviews, TSX will assess compliance by Emerging Market Issuers with the matters discussed in this Staff Notice. If deficiencies are identified, TSX will contact the Emerging Market Issuer to understand how it intends to satisfactorily address the deficiencies. As such, currently listed issuers should be mindful of the guidance set out in this Staff Notice and proactively work to address any gaps.


TSX will commence publishing the names of sponsors in its original listings bulletins, if applicable, for all new TSX listings on or about August 1, 2015. If an applicant is exempt from the requirements of sponsorship or such requirements are waived, TSX will indicate that the issuer is exempt or that the requirement was waived in its original listing bulletins.

Applicants should contact their Listed Issuer Services Manager if they have any questions about this Staff Notice. Currently listed issuers should contact a Compliance & Disclosure Manager if they have any question about this Staff Notice.

1 OSC Staff Notice 51-719, Emerging Markets Issuer Review, March 20, 2012, p. 3.

2 TSX Company Manual, S. 311, 316, 321 and 325.

3 TSX Company Manual, S. 325(2).

4, 5, 6 Independent director is defined in Footnote 14, Section 311 of the TSX Company Manual.

7 TSX Company Manual, S. 325(2).

8 TSX Company Manual, S. 326(g).

2015-0002 Appendix A Summary of Comments

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