FACTBOX - How the Reuters "golden share" will work

(Reuters) - Canadian publisher Thomson Corp. TOC.TO TOC.N has agreed to buy Reuters RTR.L for about 8.7 billion pounds ($17.2 billion).

The combined company will consist of two listed entities operating as a single group.

Reuters share structure includes two mechanisms designed to safeguard the company's independence. On Tuesday, the two groups set out how these would change if the deal is completed.

- The Reuters Trust Principles and the Reuters Founders Share Company structure will apply to both Thomson-Reuters Corporation and Thomson-Reuters Plc.

- The Reuters Founders Share Company will retain its right, through the Founders Shares, to defeat any shareholder resolution which would change the rights of the Founders Share.

- The Thomson family will own 53 percent of Thomson-Reuters via its Woodbridge holding company. Woodbridge will be exempt from the rule limiting holdings to 15 percent or controlling 30 percent of votes, as long as the family controls Woodbridge.

- The constitution of Thomson-Reuters Corporation will be amended to create a Special Voting A Share and a Founders Share.

- If a shareholder acquires 15 percent or more of the voting rights in Thomson-Reuters Corporation, the Special Voting A Share will multiply the rights of all other shares.

- This is designed to give the same level of protection under Canadian law.

The Founders Share Company Agreement

- On any shareholder resolution, Woodbridge will notify the

Reuters Founders Share Company whether and how it will vote.

- If the Founders Share Company believes the manner in which Woodbridge will vote is inconsistent with the Trust Principles covering Reuters independence, integrity and freedom from bias, the Founders Share Company will notify Woodbridge.

- If the two cannot agree, the matter will be referred for resolution through binding international arbitration.

- Woodbridge will not increase its holdings in either listed entity to a point where they are no longer publicly traded.

- Both listed entities will consult with the chairman of the Reuters Founders Share Company before the appointment or removal of the editor-in-chief.