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2019

2019 Diversity Disclosure Practices report – Women in leadership roles at TSX-listed companies

Sep 18, 2019

On September 18, 2019, Osler published their fifth annual report on diversity disclosure practices, where they highlight the achievement of some key benchmarks and for the first time showcase some examples of excellence in disclosure.

The report also includes a sampling of best practices in fostering greater gender diversity disclosed by leading Canadian companies.

In particular, our research findings provide insight into

  • the breakdown and percentages of women on boards for full-year 2018
  • the breakdown and percentages of women executive officers for full-year 2018
  • the industry breakdown of women directors for full-year 2018
  • diversity policies and targets for full-year 2018
  • 2019 mid-year results regarding the number and percentages of women directors and women in executive officer positions by industry
  • board policies on diversity and policies related to the nomination and identification of women on boards
  • targets for women on boards and in executive officer positions

The data presented in this report was obtained by examining public disclosure documents filed by all TSX-listed companies that are subject to National Instrument 58-101 Disclosure of Corporate Governance Practices, which requires disclosure respecting the representation of women on boards and in executive officer positions.

Review the press release and report on Osler's website.

2019 ISS and Glass Lewis updates to canadian proxy voting guidelines

Jan 22, 2019

On January 22, 2019, Bennett Jones LLP released a summary of the updates issued by Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") to their respective Canadian proxy voting guidelines for the 2019 proxy season. The ISS updates apply to shareholder meetings of publicly traded Canadian companies occurring on or after February 1, 2019, while Glass Lewis updates apply to meetings that are held on or after January 1, 2019.

Recommendations from proxy advisory firms such as ISS and Glass Lewis can have a significant impact on the outcome of business conducted at shareholder meetings, especially if institutional investors comprise a significant component of the company's shareholder base. Canadian public companies should review the updates with their legal counsel to determine the likely impact and take steps to mitigate any potential adverse voting recommendations from ISS or Glass Lewis.

The guideline includes an update to the ratification of the auditor: Glass Lewis has codified specific factors it will take into consideration when reviewing auditor ratification proposals. Specifically, Glass Lewis will assess an auditor's tenure, patterns of inaccurate audits, and any ongoing litigation or significant controversies that call into question an auditor's effectiveness. These factors may contribute to a negative voting recommendation against auditor ratification in limited circumstances.

Review the summary on Bennett Jones LLP's website.

AcSB Response – Canadian Securities Administrators (CSA) Notice and Request for Comment on Proposed National Instrument 52-112

Jan 24, 2019

On January 24, 2019, the Accounting Standards Board (AcSB) released its response to the CSA’s Request for Comment on Proposed National Instrument 52-112, which sets out disclosure requirements for non-GAAP financial measures and other financial measures when presented outside of an issuer’s financial statements.

Overall, the letter strongly supports global comparability in financial reporting. It also urges the CSA to weigh the benefits of leading in this area against increasing the regulatory disclosure burden on Canadian issuers beyond that of other jurisdictions. Accordingly, the letter encourages the CSA to:

  • closely consider the requirements of other global securities regulators to ensure that Canadian issuers are providing comparable information to issuers in other jurisdictions; and
  • work with regulators in other jurisdictions to ensure that Canadian issuers are not at a competitive disadvantage when compared to their international peers, as the result of the proposed increase in disclosure requirements.

Review the press release and comment letter on the AcSB's website.

AMF publishes annual summary of corporate finance oversight and regulatory activities

Sep 19, 2019

On September 19, 2019, the Autorité des marchés financiers (AMF) published its annual Summary of Oversight and Regulatory Activities, which details the key initiatives of the Direction principale du financement des sociétés (“Corporate Finance”) for the 2018-2019 financial year.

After presenting a profile of companies and the outcomes of continuous disclosure reviews, the summary outlines the main deficiencies observed by the AMF in its oversight activities and gives examples of corrected disclosure. As in previous years, the summary discloses some key figures regarding the representation of women on boards and in executive officer positions of Québec companies, thus helping to monitor progress on this issue.

The AMF also recaps draft regulatory initiatives and staff notices that were published during the past financial year. Lastly, in the section on innovation, the AMF presents the efforts taken to establish a framework for crypto-asset trading platforms and to migrate the SEDAR, SEDI and NRD national electronic systems to a central system.

Review the press release and report on the AMF's website.

Anti-money laundering rules for cryptocurrency dealers finalized by Canadian government

Jul 10, 2019

On July 10, 2019, the Canadian Department of Finance published amendments to regulations made under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act 2019 (PCMLTFA), which will apply to dealers in virtual currency and foreign money services businesses (MSBs) that service Canadian customers beginning June 1, 2020.

This update includes:

  • Background on the Regulation and definition of virtual currency
  • Dealers in virtual currency that offer services to Canadian clients will generally be considered MSBs under the PCMLTFA and therefore subject to similar customer due diligence, recordkeeping, monitoring and reporting requirements as other reporting entities
  • Regulation of foreign cryptocurrency exchanges as foreign MSBs
  • Reporting and recordkeeping requirements for virtual currency transactions

Review the regulation on the Canada Gazette's website and a summary on Osler LLP's website.

Canadian securities regulators consult on regulatory framework for crypto-asset trading platforms

Mar 14, 2019

On March 14, 2019, the Canadian Securities Administrators (CSA) and Investment Industry Regulatory Organization of Canada (IIROC) published Joint Canadian Securities Administrators/Investment Industry Regulatory Organization of Canada Consultation Paper 21-402 Proposed Framework for Crypto-Asset Trading Platforms. The consultation paper seeks input from the fintech community, market participants, investors and other stakeholders on how regulatory requirements may be tailored for crypto-asset trading platforms (platforms) operating in Canada. Comment are requested by May 15, 2019.

Platforms, depending on how they operate and the crypto assets they make available for trading, may be subject to securities and/or derivatives regulation. Depending on their structure, they may also introduce novel features that create risks to investors and Canada’s capital markets that may not be fully addressed by the existing regulatory framework. Where securities legislation applies to platforms, the CSA and IIROC are considering a tailored regulatory framework to address these novel features and risks.

The consultation paper seeks input on a number of areas that will assist in determining appropriate requirements for platforms. These include how to address custody and verification of assets, price determination, market surveillance, systems and business continuity planning, conflicts of interest, crypto-asset insurance, and clearing and settlement. The CSA and IIROC continue to engage with international regulators about their approach to platforms, and welcome input on a variety of regulatory approaches that exist in this area.

Review the press release and consultation paper on the CSA members' website.

Canadian securities regulators release data regarding women on boards and in executive officer positions

Oct 02, 2019

On October 2, 2019, the securities regulatory authorities in Alberta, Manitoba, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan (the participating jurisdictions) published CSA Multilateral Staff Notice 58-311 "Report on Fifth Staff Review of Disclosure Regarding Women on Boards and in Executive Officer Positions".

Key trends from this year’s review include:

  • The total number of board seats occupied by women increased to 17 per cent in 2019, compared to 11 per cent in 2015.
  • Seventy-three per cent of issuers had at least one woman on their board, an increase from 49 per cent in 2015.
  • When board vacancies were filled, a third of those positions were filled by women.
  • Five per cent of issuers had a female chair of their board.
  • Half of issuers adopted a policy relating to the representation of women on their board, representing a significant increase since 2015.

Review the press release on the CSA's website and the Staff Notice on the participating jurisdictions' website.

Canadian securities regulators release detailed data from review of women on boards and in executive officer positions

Feb 26, 2019

On February 26, 2019, the securities regulatory authorities in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec, Saskatchewan and Yukon (the participating jurisdictions) published the underlying data used to prepare CSA Multilateral Staff Notice 58-310 "Report on Fourth Staff Review of Disclosure regarding Women on Boards and in Executive Officer Positions", which was published on September 27, 2018.

This was the fourth consecutive annual review of disclosure related to women on boards and in executive officer positions conducted by the participating jurisdictions.

The data was compiled from public documents filed on SEDAR and includes the name, industry and year-end of the 648 non-venture issuers who were included in the review sample. These issuers had year-ends between December 31, 2017 and March 31, 2018, and filed information circulars or annual information forms by July 31, 2018.

Review the press release on the the CSA's website and the Staff Notice on the OSC's website. 

Canadian Securities Regulators Issue Guidance on Climate Change-related Disclosure

Aug 01, 2019

On August 1, 2019, the Canadian Securities Administrators (CSA) announced the publication of CSA Staff Notice 51-358 "Reporting of Climate Change-related Risks", which is intended to assist companies in identifying and improving their disclosure of material risks posed by climate change.

The notice clarifies existing legal requirements and does not create any new ones. It reinforces and expands upon the guidance provided in CSA Staff Notice 51-333 Environmental Reporting Guidance and should be read in conjunction with that notice. CSA Staff Notice 51-333 continues to provide guidance to issuers on existing continuous disclosure requirements relating to a broad range of environmental matters, including climate change.

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

Canadian securities regulators propose changes to auditor oversight rules

Oct 03, 2019

On October 3, 2019, the Canadian Securities Administrators (CSA) published for comment proposed amendments to National Instrument 52-108 "Auditor Oversight" (The Notice) intended to provide the Canadian Public Accountability Board (CPAB) with improved ability to perform audit inspections. Under the proposed changes, some reporting issuers and audit firms may be required to take steps to provide CPAB with enhanced access to audit working papers, particularly in foreign jurisdictions. Comments are requested by January 2, 2020.

Under the proposed new securities requirements, reporting issuers will be required to direct audit firms who are not subject to CPAB oversight, but complete a significant portion of audit work for a reporting issuer’s audit, to enter into an agreement with CPAB to access their files and inspect their work if such firms are not prepared to provide access to CPAB voluntarily upon request.

Known as component auditors, these audit firms complete some of the work that forms part of the evidence used to support an audit opinion. To assess whether sufficient audit evidence has been obtained to support an audit opinion, CPAB has determined it must be able to review all substantial audit work.

Review the press release on the CSA's website and the Staff Notice on the participating jurisdictions' website.

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