16 Questions for IR firms 1. Can you provide a list of clients of a similar size, and in a similar industry? 2. How would your firm generate awareness of my company? 3. What will be the source of investors for my company? 4. What specific services would you provide? 5. How familiar is your firmwith disclosure and filing requirements, and securities commissions’ rules and regulations? 6. Does your firm have a history of disciplinary matters, such as settlement agreements or disciplinary actions, with any regulatory body? Corporate structuring & housekeeping Your company’s Board and management team will be responsible for your company’s business plan and corporate structure. The CFO in particular will play a significant role in determining the ideal corporate structure for going public. Creating a board of directors The Exchanges look carefully at all directors and officers when reviewing a company’s application for listing. The Exchanges will exercise discretion in considering all factors related to your company’s directors, officers and other insiders (and any other individuals involved with your company). The composition of your management team and Board of Directors should include: • Individuals with experience and expertise relevant to your business; • Individuals with relevant public company experience. In the case of TSX Venture Exchange, a director with specific experience with TSXV is important; • Individuals familiar with Canadian securities laws; • Independent directors: • TSX requires at least two independent directors, as defined below • TSXV requires at least two independent directors, as defined below • At least two directors with public company experience are recommended (TSX only); • Securities law (National Instrument 51-101) requires three independent directors for the Audit Committee (TSX only). Independent directors TSX An independent director is a person who meets the following criteria: • is not a member of management, and is free from any business interest or other relationship that could reasonably be perceived to interfere materially with his or her ability to act in the best interest of your company; and • is a beneficial holder, directly or indirectly, collectively of 10% or less of the votes of all issued and outstanding securities of your company. TSXV An independent director is a person who meets the following criteria: • has no direct or indirect material relationship with your company (a material relationship is any relationship which could, in the opinion of your company, interfere with the exercise of the individual’s independent judgment).
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