ISS and Glass Lewis 2019 Policy Guidelines for the Canadian Market

27 11 2018

The Laurel Hill Advisory Group has published their summaries of the Institutional Shareholder Services, Inc. (ISS) and Glass Lewis updates to their respective 2019 Policy Guidelines for the Canadian Market. It is critical for Canadian issuers to review and understand these updates as failure to comply with the new guidelines could result in ISS/Glass Lewis making AGAINST/WITHHOLD recommendations for resolutions and directors at the issuer’s next annual general meeting.

The ISS updates include:

  • Board Gender Diversity
  • Overboarding
  • Environmental and Social (E&S) Shareholder Proposal Policy

You can find an overview of the ISS updates and download the full report HERE.

The Glass Lewis updates include:

  • Board Gender Diversity
  • Environmental and Social Risk Oversight
  • Executive Compensation
  • Board Skills Matrix
  • Ratification of Auditor
  • Virtual-Only Meetings

You can find an overview of the Glass Lewis updates and download the full report HERE.

OSC Registrant Outreach Seminar and Webinar

29 10 2018

The Ontario Securities Commission (OSC) Registrant Outreach department has scheduled a seminar and webinar which will include a section on best practices when completing sections of the Form 45-106F1 Report of Exempt Distributions filings as they relate to registrants.

The webinar is scheduled for November 20th and the seminar is scheduled for November 22nd in Toronto. You can find more information and register for the webinar HERE.

CCGG Webinar – The Directors’ E&S Guidebook

25 10 2018

The Canadian Coalition for Good Governance (CCGG) is hosting a webinar on October 31, 2018 called The Directors’ E&S Guidebook – A practical resource to understand and navigate investors’ expectations on board oversight and disclosure on environmental and social matters.

This webinar will provide an opportunity for corporate directors, investors, corporate secretaries, investor relations professionals and securities lawyers to learn about investors’ emerging expectations regarding the governance of E&S factors from a diverse and experienced panel of speakers.

You can find out more and register HERE. There is no fee to attend this webinar.


CSA Staff Notice – Review of Reporting Issuers in the Cannabis Industry

23 10 2018

The Canadian Securities Administration (“CSA”) published CSA Staff Notice 51-357 Staff Review of Reporting Issuers in the Cannabis Industry which summarizes a review of disclosure of 70 reporting issuers operating in the cannabis industry. The review was conducted by the securities regulatory authorities in Alberta, British Columbia, Ontario, and Québec and the results identified the following three key areas where cannabis issuers are expected to improve their disclosure practices:

  • Licensed cannabis producers often did not provide sufficient information in their financial statements and management’s discussion and analysis for an investor to understand their financial performance. International Financial Reporting Standards (IFRS) require issuers to record growing cannabis plants at their fair value. 100% of the Licensed producers we reviewed needed to improve their fair value and fair value related disclosures;
  • Some issuers did not consistently comply with securities requirements for forward-looking information, guidance for providing balanced disclosure and certain other requirements; and
  • 74% of issuers with cannabis operations in the U.S. did not provide sufficient disclosure about the risks related to their U.S. operations to satisfy the disclosure expectations set out in CSA Staff Notice 51-352 (Revised) Issuers with U.S. Marijuana-Related Activities (the S. Disclosure Expectations Notice).

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 cannabis issuers:

CSA Publishes Review of Disclosure of Reporting Issuers in the Cannabis Industry  – McMillan LLP

CSA Provides Further Guidance on Reporting Issuers’ Disclosure Obligations in the Cannabis Industry – Minden Gross LLP

The Canadian Securities Administrators weigh in on disclosure by cannabis industry participants – Norton Rose Fulbright

TSX and TSXV Electronic PIF Filings

1 10 2018

Beginning today, October 1, 2018, the TSX and TSXV will only accept electronic submissions of the Personal Information Forms (PIF) and Declarations. This follows through on the TSX Staff Notices, and TSXV Corporate Finance Bulletins issued in December 2017 and updated in June 2018.

Three of the key changes with the move to electronic submissions are:

  1. Online Filing – Individuals will be able to complete, save, edit and submit the Electronic PIF and Electronic Declaration online.
  2. Eliminate “wet ink” Signatures – Currently, the Paper PIF and Paper Declaration require an individual to manually sign them and expressly prohibit electronic signatures. In light of changes in technology and the increasing acceptance of electronic signatures, the need for “wet ink” signatures is eliminated, and electronic signatures are permitted for the Electronic PIF and Electronic Declaration.
  3. Eliminate Notarization – Currently, the Paper PIF and Paper Declaration and any attachments (including any photocopies of identification of the individual) are required to be notarized. The need for notarization is eliminated in the Electronic PIF and Electronic Declaration.

All PIFs and Declarations will now be submitted via the online portal found HERE.

You can find the TSX Staff Notice HERE and the TSXV Corporate Finance Bulletin HERE.

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.