148.1(1)In this section, “person in a special relationship with a reporting issuer” means
(a)
a person who is an insider, affiliate or associate of
(i)
the reporting issuer,
(ii)
a person who is proposing to make a take-over bid, as defined in section 106, for the securities of the reporting issuer, or
(iii)
a person who is proposing to become a party to a reorganization, amalgamation, merger or arrangement or similar business combination with the reporting issuer or to acquire a substantial portion of its property,
(b)
a person who is engaging in or proposes to engage in any business or professional activity with or on behalf of the reporting issuer or with or on behalf of a person described in subparagraph (a)(ii) or (iii),
(c)
a person who is a director, officer or employee of the reporting issuer or of a person described in subparagraph (a)(ii) or (iii) or paragraph (b),
(d)
a person who learned of a material fact or material change with respect to the reporting issuer while the person was a person described in paragraph (a), (b) or (c), or
(e)
a person who learns of a material fact or material change with respect to the reporting issuer from any other person described in this subsection, including a person described in this paragraph, and knows or ought reasonably to have known that the other person is a person in such a relationship.
148.1(2)For the purposes of this Act, a reporting issuer shall comply with such requirements as are prescribed by regulation with respect to the governance of reporting issuers, including requirements relating to
(a)
the composition of its board of directors and qualifications for membership on the board, including matters respecting the independence of members,
(b)
the establishment of specified types of committees of the board of directors, the mandate, functioning and responsibilities of each committee, the composition of each committee and the qualifications for membership on the committee, including matters respecting the independence of members,
(c)
the establishment and enforcement of a code of business conduct and ethics applicable to its directors, officers and employees and applicable to persons in a special relationship with the reporting issuer, including the minimum requirements for such a code, and
(d)
procedures to regulate conflicts of interest between the interests of the reporting issuer and those of a director or officer of the issuer.