ASC Publishes 2018 Oil & Gas Review Report

2 01 2019

The Alberta Securities Commission (ASC) has published its 2018 Oil & Gas Review Report (the Report). The Report provides a review of disclosure for compliance with securities regulations, specifically NI 51-101 and related forms and outlines recurring disclosure deficiencies and contains other valuable information for reporting issuers.

You can download the report HERE.





CCGG 2018 Best Practices for Proxy Circular Disclosure

17 12 2018

The Canadian Coalition for Good Governance (“CCGG”) has published to their website the latest edition in their best practices series, 2018 Best Practices for Proxy Circular Disclosure. This document is updated and produced annually and is an essential tool for reporting issuers to reference when preparing their proxy circulars.

You can download a copy of the document HERE.





ASC 2018 Corporate Finance Review

17 12 2018

The Alberta Securities Commission (“ASC”) has posted to their website the 2018 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 and to provide useful and straightforward guidance that makes it easier for issuers to achieve good disclosure.

This year the areas which were identified to have disclosure deficiencies include forward-looking information, unbalanced and promotional disclosures, and the use of non-GAAP financial measures. The report includes examples that did and did not meet the ASC’s expectations.

You can download the report HERE.





BCSC Fee Increases

10 12 2018

The British Columbia Securities Commission (BCSC) has published amendments to its fee schedule. The fee that will affect many of our clients immediately will be the increased base fee for filing a report of exempt distribution. The base fee is increasing to $200.00 from the current $100.00.

Other fees that will increase will include prospectus fees, a variety of application fees (including certain cease trade revocation applications), and registration fees for dealers/advisors.

These fee increases are important to be aware of, and you can download and review the complete notice HERE. You can review the accompanying press release HERE.

The amendments will come into effect on December 30, 2018.





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.