Considering the realities of the Canadian market and the comments received, the CSA have concluded that it is appropriate to maintain its current approach to determining director and audit committee member independence. It recognizes that its current approach has benefits and limitations. Upon review, it is satisfied that it strikes an appropriate balance between affording sufficient discretion to the board of directors to determine whether an individual could reasonably be expected to exercise independent judgement, and providing prescriptive elements that preclude an individual from being considered independent in certain circumstances.

The CSA’s current approach has been in place since 2004 and it notes that stakeholders understand and have adapted accordingly. Making changes to the current approach or replacing it with an alternative approach could result in additional costs for issuers and efforts for investors to adapt to such changes. The CSA is of the view that, in this case, any potential benefits of a change to the approach are outweighed by the potential negative impact of implementing such a change.

Re­view the press re­lease on the CSA's web­site and the Staff Notice on the CSA mem­bers’ web­sites.

The revised notice includes additional disclosure expectations that apply to all issuers with U.S. marijuana-related activities, including those with direct and indirect involvement in the cultivation and distribution of marijuana, as well as issuers that provide goods and services to third parties involved in the U.S. marijuana industry. Issuers are expected to provide these disclosures in prospectus filings and other required documents, such as their Annual Information Form and Management’s Discussion and Analysis.

The CSA will continue to monitor developments in the U.S. marijuana industry.

Review the press release on the CSA's website and the Staff Notice on the CSA members’ websites.

According to the CSA, the exemption has been used 60 times in the past two years, raising $535.5 million across the country.

The CSA report also identified a number of compliance and disclosure issues with the use of the streamlined exemption and provided suggestions for improvements, namely in regards to: stand-by commitments, use of available funds and closing news release.

Review the Staff Notice on the OSC's website and a summary on Stikeman Elliot's website.

The CSA intends to develop new guidance and initiatives to educate issuers about the disclosure of climate change-related risks, opportunities and financial impacts. The CSA also intends to consider new disclosure requirements regarding non-venture issuers’ corporate governance practices in relation to material business risks including, for example, emerging or evolving risks and opportunities arising from climate change, potential barriers to free trade, cybersecurity and disruptive technologies. As a general rule, materiality is the determining factor in considering whether information must be disclosed to investors. 

In addition to these initiatives, the CSA will continue to monitor the quality of issuers’ climate change-related disclosures, best practices in this area and developments in reporting frameworks. The CSA will also continue to assess whether investors require additional types of information, such as disclosure of certain categories of greenhouse gas emissions, to make investment and voting decisions.

The report reflects the CSA’s consideration of key research findings, a review of the disclosure of large TSX-listed issuers, a survey of TSX-listed issuers and extensive consultation with investors, issuers and other stakeholders. The CSA also reviewed how current Canadian securities disclosure requirements differ from or are consistent with international climate change-related disclosure requirements and voluntary frameworks.

Review the press release and a backgrounder with additional details on the CSA's website and the Notice on the CSA members’ websites.

Here are a few of the issues that they highlighted in the 2018 edition:

• Shareholder proposals and proxy access, including trends in shareholder proposals on ESG and other topics; and the tepid adoption of proxy access policies in Canada
• Gender diversity and #MeToo, including data and trends in women’s representation on boards and executive positions; pending diversity-related amendments to the federal corporate statute; potential implications for companies in the #MeToo movement; and potential changes in securities law disclosure requirements
• Virtual shareholder meetings, including the advantages and disadvantages of virtual or virtual-hybrid meetings; the positions taken by proxy advisory firms; and issues to consider in deciding whether to go virtual

Review the full report on Davies' website.

The AMF announced that it will continue to fully assume its role as an integrated regulator and focus its efforts on oversight of Québec’s markets and the protection of Québec consumers. Although a new regulatory body may eventually be created that does not involve all the provinces and territories, the AMF advised that it stands ready to do what it is currently doing as a member of the Canadian Securities Administrators—work with its peer regulators across the country to ensure the stability and efficiency of Canada’s markets and maintain a level of cooperation critical to the development of harmonized regulation that is at least as effective as the existing structure.

The AMF also advised that it will closely follow developments in this matter and continue its work with the same determination and concern for quality that have always made it a strong regulator that has influence with its provincial and territorial peers.

Re­view the press re­lease on the AMF's web­site.

Blockchain’s rise to prominence was led by an interest in blockchain-based token sales, commonly referred to as initial coin offerings (ICOs), which raised almost US$4 billion in 2017 alone. Yet despite blockchain’s impressive growth, many commentators believe we have just scratched the surface, labelling 2018 the “Year of Blockchain.”

Review the full article on Davies' website.

In a unanimous decision, the Court held that employees are not protected under Dodd-Frank unless they report information relating to a violation of the securities laws to the Securities and Exchange Commission (SEC). Employees who only report violations internally within their company, therefore, are not protected by Dodd-Frank’s anti-retaliation provisions.

Review the decision on the Supreme Court's website and an article on Holland & Hart LLP's website.

Business Roundtable supports corporate strategies that allocate capital for long-term growth and management of risks, with the goal of producing sustainable value creation. Public companies should be managed for long-term prosperity, not to meet the latest forecast. Such short-termism is unhealthy for America’s public companies and financial markets — which are critical to economic growth and financial prosperity.

Review the press releases from Business Roundtable, the National Association of Corporate Directors and the National Investor Relations Institute and publications from the Wall Street Journal and The Accounting Review.

The SEC guidance released  includes two new areas: cybersecurity policies and procedures, and insider trading prohibitions.

The guidance spells out the rules of disclosure, stresses the importance of materiality when preparing disclosures and lists five elements of materiality to consider.

Experts from Deloitte are recommending public companies also consider taking an additional five steps:

1. Assess current policies and procedures related to cyber risks and incidents.
2. Align cyber risk with operational risk framework, and develop shared understanding on materiality considerations.
3. Understand disclosure obligations under federal and state laws, and establish and maintain appropriate and effective disclosure controls for cybersecurity risks and incidents.
4. Examine and update insider trading policies and procedures.
5. Raise C-suite and board awareness on SEC guidance and company obligations, and assess and test incident management processes, including through cyber war gaming.

Review the article on Accounting Today's website and the guidance on the SEC's website.