Code of Business Conduct and Ethics
Senior Officers Code of Ethics
Policies Concerning Confidentiality, Public Disclosure, and Restrictions on Trading of Securities
Majority Voting Policy
The Company’s common shares are listed on the NYSE MKT.
Section 110 of the NYSE MKT Company Guide (the “NYSE Guide”) permits companies domiciled outside the United States to follow certain home country corporate governance practices in lieu of complying with applicable provisions of the NYSE Guide, provided that any company that avails itself of this allowance discloses the ways in which its corporate governance practices differ from those followed by domestic companies pursuant to the NYSE MKT standards. The Company is incorporated under the Canadian Business Corporations Act and is traded on the Toronto Stock Exchange (“TSX”). A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE MKT standards is as follows:
- Shareholder Vote Requirement: Section 713 of the NYSE Guide requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20% or more of the presently outstanding shares for less than the greater of book or market value of the shares. Under TSX rules, shareholder approval is required for issuances of common shares equal to 25% or more of the presently outstanding shares for less than market value. Under certain circumstances, the TSX may, pursuant to Section 604(e) of the TSX company guide, grant waivers to its shareholder approval requirements where the listed company would suffer financial hardship in complying with such requirements. The conditions under which the TSX grants such waivers from its shareholder approval requirements may depart from similar NYSE MKT waivers or exemptions, if any. The Company will seek a waiver from the NYSE MKT’s shareholder approval requirements in circumstances where the securities issuance does not trigger such a requirement under Canadian law or under the rules of the TSX.
- Shareholder Meeting Quorum Requirement: The NYSE MKT recommends that a quorum of at least 33 1/3% of shares issued and outstanding and entitled to vote be required for shareholder action and be provided for in a listed company’s by-laws. The Company’s quorum requirement is set forth in its Articles and By-laws. A quorum for a meeting of members of the Company is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 10% of the shares entitled to be voted at the meeting.
The foregoing all are consistent with the laws, customs and practices in Canada.