OSC Roundtable on Reducing Regulatory Burden – Online Registration

25 03 2019

The Ontario Securities Commission (“OSC”) is hosting a roundtable to discuss how to reduce unnecessary rules and processes while continuing to protect investors.  In our previous post, we mentioned that you would be able to attend by webinar or teleconference and registration for those options are now available HERE.





CPA’s Enhancing Management’s Discussion & Analysis

19 03 2019

The Chartered Professional Accountants (CPA) of Canada has published Enhancing Management’s Discussion & Analysis (MD&A) which is a summary document providing guidance to companies who want to explore going beyond what is necessary to satisfy existing regulatory requirements. It includes ideas and concepts intended to maximize the usefulness of MD&A disclosure including the following six principals:

Principle 1: Through the Eyes of Management

Principle 2: Integration with Financial Statements

Principle 3: Completeness and Materiality

Principle 4: Forward-Looking Orientation

Principle 5: Strategic Perspective

Principle 6: Usefulness

If your team is considering enhancing its MD&A disclosure or if you are just curious about the principals addressed in this guidance you can download your copy HERE.





OSC Roundtable on Reducing Regulatory Burden

11 03 2019

The Ontario Securities Commission (“OSC”) is hosting a roundtable to discuss how to reduce unnecessary rules and processes while continuing to protect investors. The in-person registration link for the March 27th session is now live and can be found HERE. Registration for the webcast and teleconference will be open on March 20th – we’ll be sure to post that information here on our blog so those outside of the Toronto area can attend as well.

 

 





OSC Hot Topics in Continuous Disclosure: What SME Issuers Need to Know

22 01 2019

The Ontario Securities Commission (“OSC”) has posted the video presentation Hot Topics in Continuous Disclosure: What SME Issuers Need to Know to their website. This presentation covers a variety of continuous disclosure topics, including management’s discussion and analysis (“MDA”) issues, mergers and acquisitions matters (e.g., related party transactions), reducing regulatory burden initiatives affecting continuous disclosure, whistleblowing and more.

This presentation will be useful to you if you are a public company CFO, in-house or external legal counsel, an advisor to public companies or if you assist in preparing the financial statements and MD&A.

You can play the archived presentation 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.





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.