Canada has one of the most diversified economies in the world, with industries offering expertise, experience, history and leadership in standard-setting, governance, sustainability reporting and climate-related financial disclosures. Our issuers and large asset managers are committed to the development of comparable, high-quality environmental, social and governance standards and reducing carbon emissions, domestically and globally.

Canada is also recognized for fostering consensus, collaborative leadership and innovation on environmental issues. This includes the Canada-United Kingdom Partnership on Clean Growth and Climate Change, the Canada-EU High-Level Dialogue on Environment in 1983, and the High-Level Dialogue on Climate Change in 2010.

Review the press release on the CSA's website.

The notice, which was published by securities regulatory authorities in Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Quebec, Saskatchewan and Yukon (the participating jurisdictions), details review findings from the corporate governance disclosures of 599 non-venture issuers. The notice also outlines new guidance that recommends issuers present certain data related to representation, targets and term limits in a common tabular format to make it easier for investors to identify and evaluate the information.

A few key highlights of the year-over-year findings:

• Twenty-two per cent of total board seats are occupied by women, representing an 11 per cent increase since 2015.
• Eighty-two per cent of issuers have at least one woman on their board, reflecting an increase of 33 per cent over the past seven years.
• Six per cent of issuers have a female chair of their board.
• Sixty per cent of issuers have adopted a policy relating to the representation of women on their board, marking a 45 per cent increase since the existing framework was adopted in 2014.

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

The notice provides guidance on securities law requirements applicable to platforms whether trading crypto assets that are securities or derivatives, or contractual rights or claims to underlying crypto assets such as bitcoin or ether. The notice also outlines interim approaches that may be available to CTPs, that are intended to foster innovation and provide flexibility, while ensuring the CTPs operate in an appropriately regulated environment.

In addition, the notice provides an overview of key risks related to CTPs and areas where requirements may be tailored, provided that key risks are addressed and investor protection is not compromised. Finally, the notice outlines the process for submitting an application to the relevant CSA jurisdictions and IIROC.

Review the press release and joint CSA and IIROC Notice 21-329 Guidance for Crypto Asset Trading Platforms: Compliance with Regulatory Requirements.

The notice summarizes results from a review of the disclosure of 610 issuers with year-ends between December 31, 2019 and March 31, 2020. The review focuses on public disclosure regarding women on boards and in executive officer positions, as set out in National Instrument 58-101 Disclosure of Corporate Governance Practices.

Key trends from this year’s review include:

• The total number of board seats occupied by women increased to 20 per cent in 2020, compared to 11 per cent in 2015.
• Seventy-nine per cent of issuers had at least one woman on their board, an increase from 49 per cent in 2015.
• Six per cent of issuers had a female chair of their board.
• Over half of issuers adopted a policy relating to the representation of women on their board, representing a significant increase since 2015.

The CSA intends to publish the underlying data from the review by summer 2021.

Review the press release on the CSA's website and the CSA Multilateral Staff Notice 58-312 Report on Sixth Staff Review of Disclosure Regarding Women on Boards and in Executive Officer Positions on the OSC's website.

This was the sixth 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 610 non-venture issuers who were included in the review sample. These issuers had year-ends between December 31, 2019 and March 31, 2020, and filed information circulars or annual information forms by November 30, 2020.

Review the press release and data on the OSC's website.

CSA members commend the expeditious work completed by the Taskforce which is very useful to bolster our collective reflection on how to advance the Canadian securities regulatory regime. The response outlines the CSA’s perspective on how the Government of Ontario can best achieve the recommendations while also enhancing harmonization, efficiency, responsiveness and investor protection.

Review the press release and response on the CSA's website.

Following stakeholder consultation, the CSA made targeted amendments to improve the effectiveness of start-up crowdfunding as a capital-raising tool, including:

• Increasing the maximum total amount that an issuer can raise under the crowdfunding prospectus exemption in a 12-month period to $1.5 million (from the current $500,000).
• Increasing the maximum investment a purchaser can make in an offering to $2,500 (from the current $1,500), with a higher limit of $10,000 if a registered dealer advises that the investment is suitable for the purchaser.
• Removing barriers preventing federal and provincial co-operatives or associations from using the start-up crowdfunding prospectus exemption.
• Requiring funding portals relying on the registration exemption to certify on a semi-annual basis that they have sufficient financial resources to continue operations for the following six months.
• Requiring issuers to have operations other than the acquisition of an unspecified business before using the start-up crowdfunding prospectus exemption.

Provided all necessary ministerial approvals are obtained, the Start-up Crowdfunding Rule (and the consequential amendments to NI 13-101 and NI 45-102) will come into force on September 21, 2021.

Re­view the press re­lease on the CSA’s web­site and the new National Instrument 45-110, Start-up Crowdfunding Registration and Prospectus Exemptions, on the OSC’s website.  

The proposed Listed Issuer Financing Exemption is expected to reduce costs for issuers raising smaller amounts of capital through the public markets. It would also allow smaller issuers greater access to retail investors and provide retail investors with a broader choice of investments.

The prospectus exemption would not be available to issuers that have been a reporting issuer for less than 12 months, nor to issuers that have not filed all continuous disclosure documents required under Canadian securities legislation. Eligible issuers would file a short offering document and the securities they issue would be freely tradeable. Under the proposed exemption, issuers could raise up to the greater of $5 million or 10 per cent of the issuer’s market capitalization, to a maximum of $10 million, annually.

The proposed exemption is in response to comments received from CSA Consultation Paper 51-404 Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers. It also reflects research on capital raising requirements in other countries and other stakeholder feedback about the prospectus system.

Review the press release and CSA Notice.

National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure will:

• Apply to all reporting issuers, except investment funds and certain foreign issuers;
• Apply to non-reporting issuers for certain offering documents and transactions;
• Require specified disclosure for certain financial measures presented outside the financial statements, such as non-GAAP financial measures and supplementary financial measures, (as defined in the final rule); and
• Apply to disclosures for a financial year ending on or after October 15, 2021 (for reporting issuers) and for certain offering documents or transactions filed after December 31, 2021 (for non-reporting issuers). 

The final rule incorporates feedback to clarify and streamline the application and disclosure requirements. Prior to adopting the final rule, issuers should continue to refer to Staff Notice 52-306 (Revised) Non-GAAP Financial Measures, which will be withdrawn when transition to the final rule is complete. The final rule will come into effect on August 25, 2021.

Review the press release on the CSA's website and National Instrument 52-112 on the OSC's website.

Highlights include:

• Investment funds in continuous distribution will only need to file a single streamlined document annually instead of the simplified prospectus and annual information form.
• Investment funds will be required to identify a website where their regulatory disclosures will be posted. This will formalize an existing industry practice, improve investor access to disclosure and potentially create opportunities for additional burden reduction initiatives.
• Investment funds will not be required to file personal information forms with securities regulators as frequently.
• Investment funds will no longer be required to apply to securities regulators for exemptive relief to use the notice-and-access system; from certain conflict of interest rules; and from the requirement to deliver fund facts documents and ETF facts documents for model portfolio products, portfolio rebalancing services and automatic switch programs.

In addition, investment funds will no longer be required to seek regulatory approval for a change of manager or change of control of manager, and will experience fewer instances where regulatory approval to engage in a merger is required. To read more about the full scope of the amendments, please refer to CSA Notice of Amendments Reducing Regulatory Burden for Investment Fund Issuers – Phase 2, Stage 1.

These amendments complete the first stage of the CSA’s initiative to reduce the regulatory burden on investment fund issuers. Subsequent stages will include further examination of the prospectus filing regime; modernizing the continuous disclosure regime; and exploring alternatives to the current requirements for delivering various investment fund related materials. 

Subject to Ministerial Approval where required, most of the amendments will come into force on January 5, 2022, and the remainder on January 6, 2022. There are exemptions available from some of the requirements to give issuers more time to comply.

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