Canadian Securities Administrators’ Staff Notice 58-305 – Status Report on the Proposed Changes to the Corporate Governance Regime On December 19, 2008, the Canadian Securities Administrators (CSA) published for comment proposed changes to the corporate governance regime entitled “Proposed Repeal and Replacement of National Policy 58-201 Corporate Governance Guidelines, National Instrument 58-101 Disclosure of Corporate Governance Practices, and National Instrument 52-110 Audit Committees and Companion Policy 52-110CP Audit Committees” (the Proposal). We received numerous comments about the timing of the Proposal. A majority of commenters expressed the view that now is not an appropriate time to introduce significant changes to the corporate governance regime in Canada. Commenters pointed out that issuers are currently focused on business sustainability issues in a challenging economic climate, and on the transition to International Financial Reporting Standards. We also received significant comments on a wide range of other matters related to the Proposal. Based on the comments we received, the CSA does not intend to implement the Proposal as originally published. We have concluded that now is not an appropriate time to recommend significant changes to the corporate governance regime. We are reconsidering whether to recommend any changes to the corporate governance regime. We will publish any proposed changes for comment. They would not be effective until the 2011 proxy season at the earliest. The CSA will provide sufficient advance notice for issuers to adapt their corporate governance practices to fully comply with any revised regime. QUESTIONS OR COMMENTS You may refer questions and comments to: British Columbia Securities Commission Sheryl Thomson, Jody Ann Edman, Senior Legal Counsel, Corporate Finance Senior Securities Analyst, Corporate Finance Phone: 604-899-6778 (direct) Phone: 604-899-6698 (direct) 800-373-6393 (toll free in BC and 800-373-6393 (toll free in BC and Alberta) Alberta) E-mail: sthomson@bcsc.bc.ca E-mail: jedman@bcsc.bc.ca Alberta Securities Commission Samir Sabharwal, Associate General Counsel Patrizia C. Valle, Legal Counsel Phone: 403-297-7389 Office of the General Counsel E-mail: samir.sabharwal@asc.ca Phone: 403-355-4478 E-mail: patrizia.valle@asc.ca
Manitoba Securities Commission Bob Bouchard, Director and Chief Administration Officer Manitoba Securities Commission Phone: 204-945-2555 E-mail: bob.bouchard@gov.mb.ca Ontario Securities Commission Rick Whiler, Senior Accountant Frédéric Duguay, Legal Counsel Phone: 416-593-8127 Phone: 416-593-3677 E-mail: rwhiler@osc.gov.on.ca E-mail: fduguay@osc.gov.on.ca Autorité des marchés financiers Lucie J. Roy, Senior Policy Adviser Catherine Bohemier, Senior Policy Adviser Surintendance aux marchés de valeurs Surintendance aux marchés de valeurs Phone: 514-395-0337, ext. 4464 Phone: 514-395-0337, ext. 4466 E-mail: lucie.roy@lautorite.qc.ca E-mail: catherine.bohemier@lautorite.qc.ca November 13th, 2009
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