CSA Continuous Disclosure Review Program for the Fiscal Years Ended March 31, 2018 and March 31, 2017

24 07 2018

The Canadian Securities Administrators (“CSA”) has issued CSA Staff Notice 51-355 Continuous Disclosure Review Program Activities for the fiscal years ended March 31, 2018 and March 31, 2017. As announced in July 2017, the CSA has moved from publishing this notice annually to publishing it every other year.

This staff notice summarizes the results of the continuous disclosure review program of reporting issuers (other than investment funds) and is important for all reporting issuers to review as it highlights the most common disclosure deficiencies as well as illustrates best practices which can be used to improve future disclosure.

Some of the issues discussed in this continuous disclosure review are:

Financial Statement Deficiencies

  1. Compliance with recognition
  2. Measurement and disclosure requirements in International Financial Reporting Standards, which included, but is not limited to, statement of cash flows, fair value measurements, disclosure of accounting policies, accounting for business combinations, revenue recognition, related party transactions and significant judgements and estimates.

Management’s Discussion and Analysis Deficiencies

  1. Non-GAAP financial measures
  2. Discussion of operations including disaggregation of investment portfolios, additional information about concentrated investments, liquidity, related party transactions and forward looking information

Other Regulatory Disclosure Deficiencies

  1. Mining technical reports
  2. Gender diversity disclosure
  3. Executive compensation disclosure
  4. Climate change
  5. Unbalanced and misleading social media posts
  6. Filing of previously unfiled documents, such as material contracts
  7. Clarifying news releases or material change reports to address concerns around unbalanced or insufficient disclosure.

You can find the complete notice HERE.





CCGG Directors’ E&S Guidebook

7 06 2018

The Canadian Coalition for Good Governance (“CCGG”) has published to their website a new guide for directors which discusses and provides guidance on environmental and social (E&S) matters. As investors continue to consider E&S matters when making their investment decisions it is critical that boards identify, evaluate and address E&S matters specific to their company and its strategic objectives.

The Directors’ E&S Guidebook offers insights and recommendations for effective board oversight and company disclosure of environmental and social matters and is a must-read for all boards.

You can download a copy of the guide HERE.





Deloitte Directors’ Alert: 2018

12 03 2018

Deloitte has posted to their website the 2018 edition of Directors’ Alert, “Linkages to success” which highlights governance topics that boards around the world will be focused on in the coming year including:

  • The missing link in CEO succession planning: Organizational culture
  • Exercising oversight of digital innovation: How boards can keep pace
  • Strengthening the link between strategy and risk appetite: How the board can lead the way

You can download the complete document HERE.





ASC Corporate Finance Disclosure and Oil & Gas Review Report Information Sessions

8 01 2018

The Alberta Securities Commission (“ASC”) will host a webinar on Wednesday, January 24, 2018 which will highlight information from both the 2017 Corporate Finance Disclosure Report and the 2017 Oil and Gas Report among other relevant topics. The cost of the webinar is $25 per person and there will also be in person sessions held in Calgary and Edmonton. Registration information for the sessions can be found HERE.

You can view the 2017 Corporate Finance Disclosure Report HERE.

You can view the 2017 Oil & Gas Report HERE.





OSC SME Institute Hot Topics in Continuous Disclosure

28 12 2017

The OSC SME Institute has released the December 7, 2017 presentation material on Hot Topics in Continuous Disclosure.

The presentation covers errors commonly seen by the OSC as well as guidance on continuous disclosure filings such as:

  • Venture issuer regulation
  • Use of social media
  • Forward looking information
  • Non-GAAP financial measures
  • Balanced disclosures

The material which can be found here may be of assistance when preparing your documents for the upcoming year.





Summary of CSA Roundtable on Response to Cyber Security Incidents

28 04 2017

The Canadian Securities Administrators (“CSA”) issued CSA Staff Notice 11- 336 Summary of CSA Roundtable on Response to Cyber Security Incidents which summarizes the discussions of the roundtable held on February 27, 2017.

The discussions focused the following issues:

  • the response of an entity subject to a cyber security event, including matters related to governance, assessment of damage, personnel involved in decision making and information flow;
  • the response of entities both downstream and upstream from the affected entity, including possible steps that may be taken to minimize the impact to their organizations;
  • people who should be involved in discussions and decision making for a coordinated response to a market-wide incident, including which organizations need to be involved, who should be driving the resolution process and how communication and coordination amongst organizations may be achieved;
  • information that should be communicated internally and externally, including organizations’ communication protocols and information that organizations not directly attacked expect to be supplied with from an affected entity; and
  • factors that may contribute to coordination, communication and collaboration, including what information is needed to ensure smooth coordination and communication among different stakeholders and challenges organizations may face to reach that goal.

 

You can read the Summary of CSA Roundtable on Response to Cyber Security Incidents notice HERE.





CSA Staff Notice – Review of Social Media Used by Reporting Issuers

20 04 2017

The Canadian Securities Administration (“CSA”) published CSA Staff Notice 51-348 Staff’s Review of Social Media Used by Reporting Issuers which summarizes a review conducted by the securities regulatory authorities in Alberta, Ontario and Québec.  The results identified the following three key areas where issuers are expected to improve their social media disclosure practices:

  • Selective or early disclosure when some investors receive material information through social media that other investors do not receive because it is not generally disclosed.
  • Misleading and unbalanced social media disclosure where information is not sufficient to provide a complete picture or is inconsistent with information already disclosed by issuers on SEDAR.
  • Insufficient social media governance policies in place to support social media activity.

You can read the complete notice HERE.

You can find further discussion in the following summaries which may also be of assistance in understanding disclosure by reporting issuers on social media:

The Concerns with Social Media use by Reporting Issuers in Canada – McMillan LLP

Corporate Disclosure by Reporting Issuers on Social Media – Fasken Martineau DuMoulin LLP

CSA Reviews Use of Social Media by Reporting Issuers – Bennett Jones LLP

New Medium, Same Expectations: CSA Cautions Canadian Public Issuers on Use of Social Media – Blake, Cassels & Graydon LLP