Insights from TSX Trust

Welcome to the Winter edition of our newsletter! In this issue, you will find information about the results of our recent client survey, our investor service philosophy, regulatory updates, the year in review, and more. As always, we want to hear from you! If you have any questions or feedback, we invite you to contact your relationship manager to share your views.

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Winter 2019
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TMX Market Centre

LATEST SECTOR ACTIVITIES 

The Market Intelligence Group (MiG) provides market information through a monthly publication called The MiG Report. The MiG Report provides year-to-date data on listings, financings and trading activity across Toronto Stock Exchange and TSX Venture Exchange, broken down by sector and region. 

Message from the CEO

One of the things that sets us apart from the rest of the pack is our commitment to provide you with unmatched service and solutions to accelerate your growth. Every client has a single point of contact that you can rely upon. This person -- your relationship manager -- draws on the full resources of both TSX Trust and TMX Group to quickly coordinate a response to even the most difficult or obscure question or issue. 

A recent example of how one of our clients benefited from our service philosophy was MediPharm Labs. Sybil Taylor, Chief Marketing Officer, told us :

 “I can’t say enough great things about TMX and TSX Trust and how welcoming they were to MediPharm Labs when we first launched on the Venture Exchange. We recently uplisted to the TSX and used a host of marketing tools to amplify the MediPharm Labs story. These TSX tools included the opportunity to open the market, present at the TSX London Cannabis investor day, participate in C-suite video interviews and profile MediPharm across Canada as part of the TSX Digital Marketing Campaigns. We were also happy to be a beta tester for the newly launched TMX Matrix platform. Top marks for building strong partnerships and for being so forward-thinking.” 

Our belief that we are on the right track was also validated by the results of our recent client survey, which are covered below. I would like to thank everyone who took the time to participate and want to assure you that your feedback continues to be  very important to us.  

We are equally committed to serving the varied needs of your investors. Our “Four Cs” approach to investor interaction means that every query we get is handled with tact and professionalism. You can learn more about these Four C’s in one of the articles in this newsletter.

We’re here to provide you with the service you deserve as you grow your business. Our expertise makes your life easier and our superb execution delivers on our commitment to you. While we are excited about the momentum in our business and the results we have been able to deliver to you, our valued clients, our dedication to service means that we continually strive to improve.  If you have any suggestions on how we can do so, I invite you to contact me or your relationship manager.

Copyright © 2019 TSX Inc. All rights reserved.

Post-Trade

CDCC

CDS

Download

MiG Report

2019:  The Year in Review

Communicating with Compassion

The 2019 Proxy Planning Presentation, co-hosted by TMX and the Canadian Investor Relations Institute is available to download from the CIRI website. The webinar features industry experts who share proxy trends for 2019.

Your definitive source for insights, news and perspectives

2019 Proxy Planning Presentation

Claire Johnson
President, TSX Trust  
Phone: 416 947.4220 
Email: claire.johnson@tmx.com

Client Survey




In our previous newsletter, we committed to updating you on the results of our recent client survey. We are very pleased to report that as a group, you remain highly satisfied with our services and are likely to recommend TSX Trust to other issuers.

Thank you for recognizing our expertise, responsiveness, flexibility, and adaptability by giving us:    

90% Overall Satisfaction                       

TSX Trust is committed to providing exceptional service and value to our clients. While we are obviously happy with the overall feedback from this year’s survey, we won’t rest on our laurels. We will continue to improve and serve you better. Just as importantly, where you indicated there were specific items requiring our attention, we took note and will be following up.

We would also like to especially thank those clients that took the time to respond our 2019 survey. As a token of our appreciation, we have made a significant contribution to the Merit Award Bursary Program, an organization dedicated to providing recognition and financial awards to secondary students in high-needs schools.

Your feedback is extremely valuable and important to us, and you do not have to wait until the next survey to provide it. If you have any questions, comments or concerns, we hope you contact your relationship manager to express your views.

Fraser Monkman
Vice President Business Development, TSX Trust  
Phone: 416 947.4747 
Email: fraser.monkman@tmx.com

Steven Nguyen
Senior Manager, Client Management, TSX Trust 
Phone: 416 607.7947
Email: steven.nguyen@tmx.com

Irene Cuenca
Team Lead, Investor Services, TSX Trust 
Phone: 416 607.7890
Email: irene.cuenca@tmx.com

At TSX Trust, our investor services team handles a multitude of inquiries and requests related,  and at times unrelated to the functions of a transfer agent. To address these challenges, we are constantly evolving and working to make sure we get better each and every day. We meet and succeed at any task by elevating the standards you expect from a service partner.

Some of the most frequent and significant requests the investor services team looks after are lost certificates and estate transfers. Such a loss - whether proprietary or financial - compounded with the death of a loved one, is one of the most stressful situations for anyone to navigate. With that in mind, we choose to lead with the "Four Cs” in such difficult circumstances:

Compassion

We start with compassion; we engage with every inquiry by either listening or reading the requests thoroughly with sensitivity and in a timely manner. We respond with great empathy to furnish the requirements and expedite the process in the situations that we come across.

Consolation

Often, the anxiety over a lost certificate creates frustration which can quickly escalate. Someone who reaches out to us needs to feel heard in order to relieve their stress over a lost certificate or going through an estate review. Our aim is to be consistently patient and understanding.

Conscientiousness

Regardless of the stress and difficulty of such a situation, we always remain respectful, thoughtful and courteous despite any resistance or objections to the process that may occur. 

Collaboration

We have enlisted the help of proven surety companies with high service standards in synergy with our own. These collaborations ensure that anyone requiring assistance will receive expert advice, reliable support and seamless processing.

TSX Trust stands for service, expertise and superb execution. All of these are interconnected by the "Four Cs” we stand by each day. Our capable team has more than 25 years of combined experience in security holder communications and is ready to meet any security holder's needs.

We take pride in and genuinely care about what we do. Knowing that our day-to-day interactions reflect the values of TSX Trust and our clients, our team is committed to making an impact even in the small though integral part we play in the overall vision of our organization and those we represent. 

If you have any questions or concerns or wish to relay a security holder request to our team, please don’t hesitate to contact us at tmxeinvestorservices@tmx.com or call 1-866-600-5869

2019 is a year that won’t soon be forgotten. Be it a Toronto Raptors championship win that united a country behind one team or the emerging tennis star, Bianca Andreescu, who stole the show at the US Open, this year has given us Canadian success stories to be admired. These examples of team and individual success were both made possible by the communities that supported these stars and cheered them on.  

Here at TSX Trust, we are our clients’ biggest fans. Our success is measured by the achievements of our clients, and our quick responses to their needs. To the 135 private and publicly listed entities who chose TSX Trust as their Transfer Agent in 2019, joining the over 1,000 clients we have, we welcome you and thank you for selecting us as your trusted provider.   

So as we look back on 2019, let us first toast the successes of our clients. 

In February, the TSX Venture Exchange (TSXV) announced its TSXV Top 50 winners. The TSXV 50 is a ranking of top performers over the previous year. Seventeen of our clients earned this considerable achievement and we wish them all the best and continued success in this and future years.

And in September, the Toronto Stock Exchange (TSX) launched its inaugural TSX30, a list of the companies that have delivered the best returns for investors over the past three years. TSX Trust is delighted to count six of the companies that made the list among our clients, and we share in their celebration. 

We would also like to especially congratulate our client, Bespoke Capital Acquisition Corp., who earned the title of the largest IPO year to date.  

This was also a defining year for our Corporate Trust business, as we continued to enhance and broaden our service offering. Our Corporate Trust business manages well over $30 billion in transactions, and with TSX Trust’s recent approval to be classified as an Acceptable Institution with the Investment Industry Regulatory Organization of Canada (IIROC), we expect this will only continue to grow.  We are proud of the roles we play for Private-Public-Partnerships (P3) for which we have been appointed in roles such as indenture trustee, security agent and administration agent. We increasingly view these P3 mandates as the catalysts for growth in our local communities, and we are honoured to support them.

We also enhanced our technology capabilities in 2019 by investing in services that will ease some of the more common frustrations faced by listed issuers. In March we launched our new Meeting PAL online tool.  Annual meetings are one of the most critical opportunities companies have to interact with their shareholders. With that in mind, we have streamlined the administrative burdens associated with setting up these meetings so that your focus can be on shareholder engagement and the business at hand. With Meeting PAL, clients can now set up, amend and calculate key milestone dates for their AGM with far greater ease and 24/7 access. 

Similarly, in an age when we see fewer and fewer certificates being printed, Medallion Guarantees are becoming more and more cumbersome to get from banks and brokers. Accordingly, earlier this year we introduced our Signature Guarantee Bond (SGB). A first for the Canadian marketplace, the SGB was developed by TSX Trust in conjunction with our insurance industry partners and is currently available to security holders of publicly traded TSX Trust clients. The SGB was designed for shareholders who cannot obtain a Medallion Guarantee or a participating bank’s Signature Guarantee and is especially useful for shareholders living outside Canada and the United States where the guarantees may not be readily available.

It’s clear that 2019 was a year filled with growth and one in which we focused on serving our clients.  We look forward to “20/20” vision in the first year of a new decade and an unwavering focus on delivering great service, expertise and superb execution to help fuel the growth of your business.

We are excited to announce that construction is underway for our new TMX Market Centre, a brand new facility with over 9,000 square-foot located in the heart of Toronto's financial district. Over two years in the planning, this new venue will officially open in Spring 2020.

When designing the TMX Market Centre, our goal was to create an unmatched experience for client market open events, while providing a state-of-the-art facility for shareholder and investor meetings, industry conferences, and thought leadership programs. To find out more, visit: https://marketcentre.tmx.com/  and stay tuned for more updates on the space.

Diversity Disclosure Mandated for CBCA Issuers

On Jan. 1, 2020, changes made to the Canada Business Corporations Act (CBCA) come into effect that will require all companies chartered under this legislation to adopt new diversity disclosure rules. These rules, which affect all CBCA governed corporations including venture issuers and investment funds, are believed to be the first of their kind in the world. They are driven by the belief that demonstrating board and management commitment to diversity will ultimately serve to benefit the organization as a whole.  

Many issuers already either voluntarily or under the rules imposed by National Instrument 58-101 provide some level of diversity disclosure, particularly with respect to participation of women in senior management roles. However, the changes to the CBCA go further: they will  require reporting  issuers to disclose who on their board and among their senior managers identify as women, Indigenous, members of visible minorities and disabled persons.  

In addition to disclosing current board and senior management diversity, companies must also disclose whether they have introduced board term limits (or other methods of board turnover), along with a description of such practices. If a mechanism for board turnover is not in place, the issuer must explain why. The issuer must also include a statement on board diversity policy, with analysis of the efforts being undertaken, along with future targets.  

Typically, such disclosure is made in a company’s corporate governance practices, proxy circular, or on their corporate website, and would include both numbers and percentages. Information must also be filed with Corporations Canada.

Though the regulations do not require specific individuals to be associated by name with the various categories required for diversity reporting under the Act, many observers suggest it would be better for such persons to specifically “self-identify.” Companies are also free to expand diversity reporting beyond the minimums required by the Act.

These changes will place a considerable amount of scrutiny on issuers’ current level of diversity, along with their efforts to become more diverse and enshrine a commitment to diversity into their corporate reporting and policies. Those companies not demonstrating sufficient commitment will be required to explain their rationale. This approach is often referred to as “comply or explain.”  

Industry Canada has summarized the new requirements on its website, and full regulations are available here.  All issuers are strongly advised to review these new rules with their legal counsel to ensure they are onside by the Jan. 1 effective date. Issuers who are not registered under the CBCA may all the same wish to comply with the diversity reporting requirements now as well, both as a matter of good corporate governance, and anticipating that similar changes to provincial business acts may be forthcoming.

James Hinnecke
Product Lead, TSX Trust  
Phone: 416 365.8496
Email: james.hinnecke@tmx.com

STAC transfer update




As one of the largest transfer agents in Canada, TSX Trust adheres to guidelines and protocols published by the Securities Transfer Association of Canada (“STAC”), of which we are an active member.

The STAC Board of Directors recently approved and published updates to the Securities Transfer Guidelines. The new July 2019 document has been posted on the STAC website https://stac.ca/public/transfer-requirements/.

 There is a recent change that may affect how some issuers present directions to return shares to treasury. On Page 4 of the guideline, there is a list of  the types of transactions that do not require transfer documents. There is a Note following the list indicating that a return of shares to treasury will require transfer documents unless it can be classified as one of the transactions in the list.

 Types of transactions that do not require transfer documents:

  • Exchanges upon a corporate or capital reorganization that result in a consolidation or stock split and/or issuer name change where the new certificates are registered in the same name as the certificates sent in for exchange. 

  • Corrections of certificates issued in error.

  • Errors by transfer agents – upon submission of the original certificate, are corrected by the transfer agent by reference to the original documentation.

  • Error in the registration instructions provided by the presenter - The original certificate must be submitted along with a request for correction by the original presenter within 60 days of the original certificate issue date(s); an issued in error indemnity or issued in error guarantee is required. Where the correction is requested more than 60 days from the issue date, it is escalated to management for a decision. Where the presenter is an individual, corrections will be assessed on a case-by-case basis. Obvious typographical errors may be accepted with management approval. In other situations, a Medallion Guarantee should be obtained, or it may be necessary to provide a surety bond or other form of indemnity. Management will assess the quality of indemnity required in the circumstance. 

  • The value of the certificate(s) issued in error, and any record dates that have passed since the original issue date are additional considerations to be considered and may affect the transfer agent’s ability to correct the error.

  • CDSX deposit transactions because of the CDSX Deposit Guarantee as described in the CDSX section on page 14.

  • CDSX withdrawal transactions because, in that situation, a physical certificate is not presented. Instead, the participant submits a withdrawal request through the CDSX system. This provides the necessary authorization to the transfer agent to permit the withdrawal and issue of the certificate(s) requested. 

Note: Returns to treasury outside of the corrections noted above will require transfer documents.

If you have any questions regarding this or any STAC transfer guideline, please feel free to contact your TSX Trust relationship manager.

Luisa Roberto                                         
Director, Operations, TSX Trust
Phone: 416 607.7899
Email: luisa.roberto@tmx.com  

“Proxy Plumbing” under review by SEC

As industry participants prepare for the 2020 proxy season, it’s worthwhile to review some of the recent developments in the United States in the ongoing effort to fix “proxy plumbing.”  

On Aug. 15, the Investor-as-Owner sub-committee of the SEC Investor Advisory Committee (IAC) delivered a report which made a series of recommendations with respect to the current U.S. proxy system. These proposals were selected because they are areas of immediate concern, can be implemented quickly, and they believe would be widely accepted.

The report makes two interesting statements. The first is that the “current proxy system generates routine and at times significant problems” and that no one “[spoke] in defense of the current proxy system.” The report detailed a number of specific examples of errors in proxy voting that led to financial losses, legal challenges, and undermining of the general trustworthiness of the system. The second is that the only way the proxy system can be fixed is through SEC intervention.

The four proposals made were:

1.  That end-to-end confirmations of voting be introduced

2.  That all participants be required to co-operate with each other to identify and resolve errors in the proxy system

3.  That studies be undertaken to understand why shareholders wish to be anonymous (i.e. Objecting Beneficial Owners) and to study the impact of securities lending

4.  That the SEC should adopt its proposed “universal proxy” rule

(For those unfamiliar with the concept of a “universal proxy,” it is best described as a way for investors to vote for any combination of company and activist nominees in a single document.)

Details on all of these may be found in the recommendations.  

At a subsequent teleconference on Sept. 5, members of the IAC voted to accept these recommendations. Many of the committee members noted that this was only a first step in the reform of the system; the few dissenters did so only because the report did not go further.  Also attending this meeting were representatives of the SEC itself. A recording of this meeting is available at the SEC website for review.  

Though all of this is of course happening in the United States, it’s important that Canadian issuers understand these changes, given that most innovations in proxy processing eventually tend to find their way to Canada. In addition, many interlisted Canadian issuers will be subject to these rules when and if they are enacted in the United States.  

Another area of review by the SEC in August was the re-interpretation of what constitutes proxy solicitation. Through concurrent rulings made that month, the SEC has broadened its definition to include proxy advisory and investor advisory firms. While these interpretations do not apply to many Canadian securities, any issuers subject to Section 12 will be subject to the guidance. Moreover, to avoid confusion, proxy and investor advisory firms may change their practices for any public issuer in light of this guidance.

TSX Trust continues to monitor developments in proxy processing both in Canada and the United states and will keep you apprised as developments unfold.

James Hinnecke
Product Lead, TSX Trust  
Phone: 416 365.8496
Email: james.hinnecke@tmx.com