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.





CSA Staff Notice – Review of Social Media Used by Reporting Issuers

20 04 2017

The Canadian Securities Administration (“CSA”) published CSA Staff Notice 51-348 Staff’s Review of Social Media Used by Reporting Issuers which summarizes a review conducted by the securities regulatory authorities in Alberta, Ontario and Québec.  The results identified the following three key areas where issuers are expected to improve their social media disclosure practices:

  • Selective or early disclosure when some investors receive material information through social media that other investors do not receive because it is not generally disclosed.
  • Misleading and unbalanced social media disclosure where information is not sufficient to provide a complete picture or is inconsistent with information already disclosed by issuers on SEDAR.
  • Insufficient social media governance policies in place to support social media activity.

You can read the complete notice HERE.

You can find further discussion in the following summaries which may also be of assistance in understanding disclosure by reporting issuers on social media:

The Concerns with Social Media use by Reporting Issuers in Canada – McMillan LLP

Corporate Disclosure by Reporting Issuers on Social Media – Fasken Martineau DuMoulin LLP

CSA Reviews Use of Social Media by Reporting Issuers – Bennett Jones LLP

New Medium, Same Expectations: CSA Cautions Canadian Public Issuers on Use of Social Media – Blake, Cassels & Graydon LLP