As a foreign private issuer listed on the New York Stock Exchange (NYSE), Stantec is generally entitled to follow the Canadian requirements and the rules of the Toronto Stock Exchange (TSX) with respect to corporate governance practices. We are required, pursuant to Section 303A.11 of the NYSE Listing Manual, to identify any significant ways in which our corporate governance practices differ from those followed by U.S. domestic companies under NYSE listing standards. These differences are summarized below:
- Section 303A.08 of the NYSE's Listed Company Manual requires shareholder approval of all “equity compensation plans” and material revisions. The definition of "equity compensation plans" under the NYSE rules covers plans that provide for the delivery of newly issued securities, as well as plans which rely on securities reacquired on the market by the issuing company for the purpose of redistribution to employees and directors. The TSX rules require shareholder approval of security based compensation arrangements only in respect of arrangements which involve the delivery of newly issued securities. The TSX rules require shareholder approval of security based compensation plans when they are first introduced, and thereafter (a) every three years in respect of all unallocated options, rights or other entitlements under an arrangement with a rolling percentage maximum, or (b) at the time and in respect of, any amendment to such arrangements (unless the amendment relates to an arrangement previously approved by shareholders and which includes specific authority for certain TSX-specified types of amendments, and the proposed amendment is of the type so specified). Stock purchase plans where no financial assistance or discount is provided by the company for the purchase of securities are not subject to the shareholder approval requirement under the TSX rules, however shareholder approval would be required under the NYSE’s rules. We comply with the rules of the TSX.