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.





Summary of CSA Roundtable on Response to Cyber Security Incidents

28 04 2017

The Canadian Securities Administrators (“CSA”) issued CSA Staff Notice 11- 336 Summary of CSA Roundtable on Response to Cyber Security Incidents which summarizes the discussions of the roundtable held on February 27, 2017.

The discussions focused the following issues:

  • the response of an entity subject to a cyber security event, including matters related to governance, assessment of damage, personnel involved in decision making and information flow;
  • the response of entities both downstream and upstream from the affected entity, including possible steps that may be taken to minimize the impact to their organizations;
  • people who should be involved in discussions and decision making for a coordinated response to a market-wide incident, including which organizations need to be involved, who should be driving the resolution process and how communication and coordination amongst organizations may be achieved;
  • information that should be communicated internally and externally, including organizations’ communication protocols and information that organizations not directly attacked expect to be supplied with from an affected entity; and
  • factors that may contribute to coordination, communication and collaboration, including what information is needed to ensure smooth coordination and communication among different stakeholders and challenges organizations may face to reach that goal.

 

You can read the Summary of CSA Roundtable on Response to Cyber Security Incidents notice HERE.





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