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.

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.

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

Cost Management Ideas for Small Public Companies

1 02 2016

For small and mid-sized issuers every penny counts, even during the best of times. But when you are faced with the difficult economic times that we are currently facing, it can be a struggle just to keep the doors open.

Previously, we talked about outsourcing and how companies can maintain good governance processes while reducing the overall cost of this important business function. Recently Brenda and I attended a round-table with issuers and service providers where we discussed how publicly traded companies can manage their costs during this continuing economic downturn. The group had some great ideas and we wanted to share some of them with you in case you are looking for additional ways to save money and keep your head above water:

Review your transfer agent agreement(s) –A transfer agent is a necessary entity for public companies but often times the agreements are signed and forgotten. Now is a great time to review them carefully and then call your representative to discuss if there are any areas where savings could be recognized. For example, are there items in your agreement that you are currently paying for but are not being utilized or are being completed by someone else, meaning you are paying twice for a service. If you need help reviewing your documents contact us today – we have the experience to know what to look for and to help you determine what questions to ask your transfer agent to try to negotiate your agreement.

SEDAR Filing – All public companies in Canada have file their continuous disclosure documents on SEDAR, but did you know that you could be paying too much for your filings? We offer cost effective, fixed price packages which allow you to budget your SEDAR flings for the year rather than paying per filing and paying too much. Contact us today to find out how much you can save by using CanaGlobe as your SEDAR filing agent.

Review your legal costs – Your company needs legal counsel representation; that will never change and there are many things that they need to advise you on or complete on your behalf. As a small or mid-sized issuer you likely don’t have the luxury or the need for an in house, full-time corporate secretary to manage your corporate administration issues, so you probably turn to your legal counsel to also fill this roll. But did you know that you can access professional and experienced consultants who can provide all of the services you would expect from an experienced corporate secretary for a fraction of the cost? An outsourced corporate secretary can assist with managing compliance and other regulatory deadlines, the preparation of board agenda and materials, act as a recording secretary at your board, committee and shareholder meetings, manage the post meeting items such as action item lists and drafting governance policies as well as oversee stock option grants/exercises and warrant registers.

Although personnel and financial resources may become limited your reporting obligations and deadlines don’t change. If you would like to know how we can help your company meet its ongoing filing and governance requirements so that your business can continue to thrive throughout these challenging times, please contact us today.