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2020

AcSB publishes its Response Letter to the CSA on Proposed National Instrument 52-112

Jul 13, 2020

On July 13, 2020, the Accounting Standards Board (AcSB) published its response letter to the Canadian Securities Administrator’s (CSA) Second Notice and Request for Comment on Proposed National Instrument 52-112. This Notice sets out disclosure requirements for non-GAAP financial measures and other financial measures when presented outside of an issuer’s financial statements.

Overall, the AcSB commends the CSA for taking into consideration the comments received on the first version of the Proposed National Instrument to improve the application of these proposals. The response letter also highlights the AcSB’s support for the CSA’s objective of ensuring investors receive appropriate disclosure without unduly increasing regulatory burden on issuers. In particular, the letter encourages the CSA to consider the interaction of the CSA’s Proposed National Instrument and the IASB’s Primary Financial Statement project proposals. It also highlights the AcSB’s willingness to stand ready to work with stakeholders and the CSA to help clarify application challenges that may arise.

Re­view the response letter dated June 29, 2020 on the AcSB's web­site.

AICPA issues white paper on the use of blockchain

Dec 22, 2020

On December 22, 2020, the American Institute of Certified Public Accountants (AICPA) is­sued a new white paper to help auditors providing SOC for Service Organization (SOC) reports on organizations that have incorporated blockchain into their service delivery systems.

The White Paper, Implications of the Use of Blockchain in SOC for Service Organization Examinations, was developed by a Working Group of the AICPA Assurance Services Executive Committee (ASEC). The paper examines the skills and competencies auditors need to perform such engagements, the unique features of blockchain, the risks associated with using blockchain, and how the use of blockchain by service organizations may affect their SOC examinations.

For more information on the white paper, see the press release on the AICPA’s Web site.

Alberta and Saskatchewan securities regulators seek comment on proposed new exemption designed to facilitate access to capital

Nov 20, 2020

On November 20, 2020, the Alberta Securities Commission (ASC) and the Financial and Consumer Affairs Authority of Saskatchewan (FCAA) announced that they are seeking input on a proposed new prospectus exemption designed to provide greater access to capital for Alberta and Saskatchewan businesses and broaden investment opportunities for Alberta and Saskatchewan investors.

The proposed new self-certified investor prospectus exemption would allow investment by investors who certify to having certain financial and investing experience and education, and acknowledge certain investment considerations and risks. To reduce the risks to investors, investments would be limited in a 12-month period to $10,000 in any one business and $30,000 across multiple businesses.

Details of the proposal are set out in CSA Multilateral Notice 45-327 Proposed Prospectus Exemption for Self-Certified Investors available on the websites of the ASC and the FCAA. The comment period for the proposed new prospectus exemption is open until December 23, 2020.

Review the press release on the ASC's website.

AMF publishes annual summary of corporate finance oversight and regulatory activities

Sep 24, 2020

On September 24, 2020, 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 2019-2020 fiscal year.

After presenting a profile of companies for which the AMF is the principal regulator, the summary outlines the outcomes of reviews of continuous disclosure documents and prospectuses filed by the companies. The summary also presents findings of reviews relating to AMF regulations and the guidance set out in international financial reporting standards.

In a spirit of openness and transparency, the summary also provides the market with information on the representation of women on boards and in executive officer positions and ongoing regulatory initiatives relating to company financing and continuous disclosure requirements.

The last part of the summary describes the many innovations that have been implemented by the AMF over the past year—particularly in response to the pandemic, which has had an impact on company disclosures and their analysis.

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

Be Prepared: Building Resilience for Today and the Future

Jan 07, 2020

On January 7, 2020, the Office of the Superintendent of Financial Institutions (OSFI) released a speech given by Jamey Hubbs, Assistant Superintendent, Deposit-Taking Supervision Sector, at the 2020 RBC Capital Markets Canadian Bank CEO Conference.

For OSFI, being ready means having a clear plan and last year we publicly released the OSFI Strategic Plan for 2019-2022. The plan sets out a framework for our work; it provides a vision for the future; confirms our purpose and values; and sets clear objectives. It identifies issues and challenges that require a response so OSFI can continue to perform its important role in keeping Canada’s financial system strong and resilient.

Review the full speech on the OSFI's website.

Canadian boards legally obliged to address climate risk, new study reveals

Jun 26, 2020

On June 26, 2020, a leading Canadian business magazine has published an article which advises that corporate directors have a legal obligation to address the risks and opportunities that climate change poses to the companies on whose board they serve.

This conclusion is based on a 25-page legal opinion released on June 25, 2020 by Carol Hansell, one of Canada’s leading experts on corporate governance. In her analysis, Hansell states unequivocally that corporate directors have a duty to assess the degree to which climate change will impact a company over the long-term, not just its short-term profits or business plans. They must also ensure that, where risks and opportunities are material to the firm’s business, management must come up with strategies to address them.

The legal opinion was prepared for the Canadian Climate Law Initiative, It is one of the first such in-depth legal analyses of directors’ duties in a corporate governance context with respect to climate change by a senior Canadian lawyer.

For further information, refer to the article and Hansell’s 25-page opinion.

Canadian securities regulators announce consultation on an access equals delivery model for public companies

Jan 09, 2020

On January 9, 2020, the Canadian Securities Administrators (CSA) published CSA Consultation Paper 51-405 “Consideration of an Access Equals Delivery Model for Non-Investment Fund Reporting Issuers” (the consultation paper), which solicits views on the appropriateness of introducing an “access equals delivery” model in the Canadian market. Under this model, delivery of a document would be effected by the issuer alerting investors that the document is publicly available on the System for Electronic Document Analysis and Retrieval (SEDAR) and the issuer’s website.

The consultation paper provides an overview of current delivery requirements under securities legislation and describes the CSA’s proposed access equals delivery model. Additionally, the paper discusses similar models that have been implemented in other jurisdictions. The CSA is seeking comment on, among other things, the scope and mechanics of access equals delivery, including the types of documents that could be covered by the model. Comments should be submitted in writing by March 9, 2020.

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

Canadian securities regulators reinforce disclosure expectations for mining issuers’ mineral resource estimates

Jun 04, 2020

On June 4, 2020, the Canadian Securities Administrators (CSA) published a notice that summarizes the results of a review on the mineral resource estimates disclosed in mining issuers’ technical reports. The notice explains how regulators assess mineral resource estimates and provides guidance to assist issuers on addressing common deficiencies.

Disclosure of a mineral resource estimate is an influential factor in the value that investors put on a mining issuer’s securities. The estimate is the foundation for studies that govern the design and economic feasibility of a mining project.

CSA Staff reviewed the disclosure of mineral resource estimates in 86 technical reports to assess compliance with securities regulatory requirements and for conformance to the Canadian Institute of Mining, Metallurgy and Petroleum best practices guidelines.

The review found that most disclosure on mineral resource estimates was satisfactory. Some mining issuers need to improve their mineral resource estimate disclosure in the following areas:

  • Reasonable prospects of eventual economic extraction: improving descriptions of the different technical and economic assumptions used to determine that the estimated mineralized material has the potential to be mined and processed economically;
  • Data verification: ensuring data used to support a mineral resource estimate is adequately verified and determined suitable by the qualified person;
  • Reporting results, sensitivities, risks and uncertainties: enhancing disclosure about potential risks and uncertainties specific to the mining project. Many technical reports only provided boilerplate disclosure and omitting risks specific to of the mineral resource estimate could be misleading.

Despite some deficiencies, many technical reports provided detailed and useful information on geological constraints applied to the estimate, and on statistical treatment of the data.

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

Canadian securities regulators propose changes to the offering memorandum prospectus exemption

Sep 17, 2020

On September 17, 2020, the Canadian Securities Administrators (CSA) published for comment proposed changes to the offering memorandum prospectus exemption. The changes are reflected in proposed amendments to National Instrument 45-106 "Prospectus Exemptions" (NI 45-106), as well as proposed changes to Companion Policy 45-106CP "Prospectus Exemptions".

The proposed amendments set out new disclosure requirements for issuers that are engaged in “real estate activities” or issuers that are “collective investment vehicles”. These include a new requirement for issuers with real estate activities to provide an independent appraisal of the real property, if it discloses a value for the real property other than in its financial statements, will use a material amount of the proceeds to acquire an interest in real property, or acquire an interest in real property from a related party. It is proposed that issuers that are collective investment vehicles will need to provide better disclosure to investors about the issuer’s investment decision-making process and the composition and performance of the issuer’s portfolio.

Many issuers using the offering memorandum prospectus exemption are issuers that would meet these proposed definitions, and some already provide disclosure that would meet the proposed requirements. The new requirements are intended to set out a clearer framework for these issuers, giving them greater certainty as to what they must disclose, while giving investors more complete and relevant information.

In addition, the proposed amendments include a number of general amendments, which are meant to clarify or streamline parts of NI 45-106 or improve disclosure for investors.

The CSA Notice and Request for Comment setting out the proposed amendments can be found on the websites of CSA members. Comments should be submitted in writing by December 16, 2020.

Review the press release on the CSA's website and the proposed changes on the OSC's website.

Canadian securities regulators seek comment on self-regulatory organization framework

Jun 25, 2020

On June 25, 2020, the Cana­dian Se­cu­ri­ties Ad­min­is­tra­tors (CSA) announced that it is seeking input from investors, industry and the public on the framework for self-regulatory organizations (SROs) in Canada.

In its consultation paper, the CSA is requesting feedback on whether the current SRO framework best serves Canadian investors and the investment industry, in light of the evolution of the financial services industry. The CSA is also asking for comments on the issues and targeted outcomes outlined in the paper, with written submissions due by October 23, 2020.

The current SRO regulatory framework requires investment dealers to be members of the Investment Industry Regulatory Organization of Canada (IIROC) and mutual fund dealers, except in Québec, to be members of the Mutual Fund Dealers Association of Canada (MFDA).

Re­view the press re­lease on the CSA's web­site.

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