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  • Independent Committee

    • TMA-2.2.6A

      If any of the directors of an offeree company is faced with a conflict of interest, then such directors must notify the offeree company’s board and their interest and they must not vote on the resolution to be adopted in regards of the offer, and if possible, the offeree company board should establish an independent committee of the board to discharge the board’s responsibilities in relation to the offer. If it is not possible to form an independent committee, responsibility for representing the interests of independent shareholders must reside primarily with the professional adviser. In case of doubt the CBB must be consulted.

      Added: January 2024

    • TMA-2.2.7

      Members of an independent committee of a company’s board of directors (established to discharge the board`s responsibilities in relation to the offer) must consist of non-executive directors of the company who have no direct or indirect interest in any offer or possible offer for consideration by the independent committee other than, in the case of a director of the offeree company, as a shareholder of the offeree company.

      Amended: January 2024
      Amended: October 2019