CSA Staff Notice 54-305 Meeting Vote Reconciliation

23 02 2017

The Canadian Securities Administrators (CSA) has published CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols (the “Protocols”).

 The Protocols are voluntary and provide guidance on:

  • generating and sending vote entitlement information;
  • setting up vote entitlement accounts;
  • sending proxy vote information and tabulating and recording proxy votes, and;
  • informing beneficial owners of rejected/pro-rated votes.

The notice which includes the protocols can be found HERE.

You can find further discussion in the following summaries which may also be of assistance in understanding the Protocols:

 CSA Publish Final Proxy Voting Protocols – McMillan LLP

Canadian Securities Regulators Publish Final Proxy Voting Protocols to Improve the Proxy Voting Experience – Fasken Martineau DuMoulin LLP

Canadian proxy voting protocols finalized – Norton Rose Fulbright LLP

Canadian Proxy Reform – The Continuing Story – Computershare Limited





CSA Multilateral Staff Notice 51-347 Disclosure of Cyber Security Risks and Incidents

23 02 2017

The Canadian Securities Administrators (“CSA”) issued Multilateral Staff Notice 51 347 – Disclosure of Cyber Security Risks and Incidents which outlines the findings of a review done by the staff of the British Columbia Securities Commission, Ontario Securities Commission and Autorité des marchés financiers of 240 members of the S&P/TSX Composite Index and provides staff guidance to issuers on incident reporting.

The can read the complete notice HERE.

You can find further discussion in the following summaries which may also be of assistance in understanding disclosure of cyber security risks:

Cyber Risk Management — Regulatory Guidance for Reporting Issuers’ Continuous Disclosure of Cyber Security Risks and Incidents – Borden Ladner Gervais LLP

CSA Issues Guidance on Disclosure of Cyber Security Risks and Breach Incidents – Clark Wilson LLP

Canadian securities regulators issue guidance for Canadian issuers on the disclosure of cyber security risks and incidents – Osler, Hoskin & Harcourt LLP

CSA Provides Guidance on Disclosure of Cyber Security Risks – Goodmans LLP

 





ASC Oil & Gas Review Report Information Sessions

18 01 2017

The Alberta Securities Commission (“ASC”) will host a webinar on Wednesday, January 25, 2017 which will highlight the following topics from the Oil & Gas Review report:

  • disclosure deficiencies observed by the ASC, including errors, omissions and potentially misleading information;
  • disclosure requirements, including those related to the amendments to NI 51-101 that came into effect on July 1, 2015;
  • current regulatory topics of interest; and
  • how to improve oil and gas disclosure.

The cost of the webinar is $25 per person and there will also be an in person session in Calgary. Registration information for the sessions can be found HERE.

You can view the Oil & Gas Report HERE





ASC Corporate Finance Disclosure Information Sessions

14 12 2016

The Alberta Securities Commission (“ASC”) will host a webinar on Tuesday, January, 11, 2017 which will highlight the following topics from the Corporate Finance Disclosure Report:

  • observations outlined in the ASC’s 2016 Corporate Finance Disclosure Report;
  • areas Corporate Finance focused on in 2016 and highlights of continued focus for 2017; and
  • policy and project updates from their legal team.

The cost of the webinar is $25 per person and registration information for all sessions can be found HERE.

There will also be in person sessions in Calgary on January 11th and in Edmonton on January 12th and the cost to attend is $50.00.

You can view the Corporate Finance Disclosure Report HERE.





ASC 2016 Corporate Finance Review

1 12 2016

The Alberta Securities Commission (“ASC”) has posted to their website the 2016 Corporate Finance Disclosure Report. The purpose of this report is to provide market participants with the ASC’s comments on the quality of continuous disclosure of Alberta reporting issuers for the 2016 year with the objective of improving the quality of future continuous disclosure.

You can view the report HERE.





CCGG 2016 Best Practices for Proxy Circular Disclosure

20 10 2016

The Canadian Coalition for Good Governance (“CCGG”) has published to their website the latest edition in their best practices series, 2016 Best Practices for Proxy Circular Disclosure.

You can find a copy of the document HERE.





CSA Revised Guidance for Preparing and Filing Reports of Exempt Distribution

29 09 2016

The Canadian Securities Administrations (“CSA”) has published CSA Staff Notice 45-308 (Revised)Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus Exemptions which updates the previous notice published on April 7, 2016.

This revised notice includes:

  • clarification regarding the certification of the report,
  • guidance on the reasonable steps the underwriter filing the report should undertake to obtain and confirm the required information regarding the issuer,
  • guidance on the procedures that an issuer or underwriter could implement in order to reasonably confirm that a purchaser meets the conditions for a particular exemption,
  • guidance on the increased flexibility for completing Schedule 1 for purchasers in certain circumstances who may qualify under more than one paragraph of the definition of “accredited investor”, and
  • guidance on disclosure of an issuer’s North American Industry Classification Standard (NAICS) code that corresponds to the issuer’s primary business activity where there is ambiguity on the appropriate code.

You can read the complete notice HERE.