Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors

Mar 09, 2022

Under US federal securities laws, public companies are required to disclose certain financial and other information to investors. The basic premise of this disclosure-based regulatory regime is that if investors have timely, accurate, and complete financial and other information, they can make informed, rational investment decisions.

Accordingly, providing investors with high quality financial information, including financial statements prepared in compliance with generally accepted accounting principles (“GAAP”), should be the focus of all those involved in financial reporting. Management is responsible for providing investors with GAAP-compliant financial statements, so whenever a material error is identified in previously-issued financial statements, investors must be notified promptly and the error must be corrected. The determination of whether an error is material is an objective assessment focused on whether there is a substantial likelihood it is important to the reasonable investor.

Review the statement on the SEC's website.

Canadian securities regulators publish detailed data for seventh annual review of representation of women on boards in Canada

Jan 20, 2022

On January 20, 2022, the securities regulatory authorities in Manitoba, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan (the participating jurisdictions) published the underlying data used to prepare the seventh year review of women on boards and in executive officer positions.

This was the seventh 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 599 non-venture issuers who were included in the review sample. These issuers had year-ends between December 31, 2020 and March 31, 2021, and filed information circulars or annual information forms by July 31, 2021.

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

Canadian securities regulators publish guidance on ESG-related investment fund disclosure

Jan 19, 2022

On January 19, 2022, the Canadian Securities Administrators (CSA) published guidance for investment funds on their disclosure practices that relate to environmental, social and governance (ESG) considerations, particularly funds whose investment objectives reference ESG factors and other funds that use ESG strategies (ESG-Related Funds).

The guidance is based on existing regulatory requirements and addresses areas of disclosure, including investment objectives, fund names, investment strategies, risk disclosure, continuous disclosure and sales communications.

As the investment fund industry creates new funds and incorporates ESG considerations into existing funds to meet demand, there is an increased potential for “greenwashing” – where a fund’s disclosure or marketing intentionally or inadvertently misleads investors about the ESG-related aspects of the fund.

This guidance is intended to help investment funds and their fund managers enhance the ESG-related aspects of the funds’ regulatory disclosure documents and ensure that sales communications of ESG-Related Funds are not untrue or misleading and are consistent with the funds’ regulatory offering documents.

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

Canadian securities regulators authorize discontinuation of the Canadian Dollar Offered Rate

May 16, 2022

On May 16, 2022, the Ontario Securities Commission (OSC) and the Autorité des marchés financiers (AMF) published notices authorizing the discontinuation of the Canadian Dollar Offered Rate (CDOR), a designated critical benchmark.

Refinitiv Benchmark Services (UK) Limited (RBSL) is the administrator of CDOR, a domestically important interest rate benchmark. The OSC and the AMF, as co-lead authorities for RBSL and CDOR, previously designated CDOR as a designated benchmark and RBSL as its designated benchmark administrator.

The authorization notices issued by the OSC and the AMF authorize the request by RBSL to cease publication of CDOR after June 28, 2024

On December 16, 2021, the Canadian Alternative Reference Rate Working Group (CARR) published a white paper recommending the discontinuation of CDOR over a two-stage transition period. The findings and recommendation reflect global efforts to reform major interest rate benchmarks, including plans to replace key interbank offered rates with risk-free reference rates.

Following CARR’s recommendation, RBSL issued a public consultation on January 31, 2022, seeking stakeholder feedback on the impact of the discontinuation of CDOR. RBSL published today an outcome statement on the results of its consultation and a notice announcing it will cease publication of CDOR after June 28, 2024.

Review the press release on the OSC's website.

Canadian securities regulators adopt changes to auditor oversight rules

Jan 13, 2022

On January 13, 2022, the Canadian Securities Administrators (CSA) published final amendments intended to assist the Canadian Public Accountability Board (CPAB) with inspecting audit work performed in foreign jurisdictions.

The amendments respond to challenges CPAB has faced in accessing audit work performed by firms that are not subject to the regulator’s oversight, but complete a significant portion of the work for the audit of a Canadian reporting issuer. Audit firms performing such work are referred to as significant component auditors.

Once the changes take effect, if a significant component auditor does not provide access to CPAB voluntarily, and CPAB requests to inspect the work it performed, the significant component auditor will be requested to enter into an access agreement with CPAB to facilitate inspection of its work. Failure to do so will render that auditor ineligible to be a significant component auditor for future audit work.

Provided all necessary ministerial approvals are obtained, the amendments will come into force on March 30, 2022.

Review the following information:


Canadian securities regulators seek input on disclosure standards for mineral projects

Apr 14, 2022

On April 14, 2022, the Staff of the Canadian Securities Administrators (CSA) published CSA Consultation Paper 43-401 "Consultation on National Instrument 43-101 Standards of Disclosure for Mineral Projects" seeking comments on Canada’s standards for disclosing scientific and technical information about mineral projects, as they consider ways to update and enhance those requirements. Comments are requested by July 13, 2022.

The CSA continually monitors the mineral disclosure requirements in NI 43-101, and has gathered data showing deficiencies in technical report disclosure identified through continuous disclosure reviews, prospectus reviews, and targeted issue-oriented reviews. These deficiencies include:

  • improper self-assessment by report authors of their independence, competence, expertise or relevant experience;
  • poor quality of scientific and technical disclosure for early stage exploration properties related to new stock exchange listings;
  • inadequate mineral resource estimation disclosure, including disclosure related to reasonable prospects for eventual economic extraction;
  • misuse of preliminary economic assessments; and inadequate disclosure of all business risks.

The consultation paper is seeking general comments and asking specific questions touching on a wide range of issues, including:

  • the application of innovative technologies to the requirement that a technical report author conduct a current personal inspection of a mineral project,
  • verification of data from previous property owners,
  • the broad, undefined range of precision of a preliminary economic assessment,
  • the independence of and qualifications for technical report authors,
  • disclosure requirements related to environmental matters, and
  • disclosure of the risks and uncertainties that arise as a result of the rights of Indigenous Peoples.

Review the following additional information:

Canadian securities regulators seek comment on the proposed modernization of the prospectus filings model for investment funds

Jan 27, 2022

On January 27, 2022, the Canadian Securities Administrators (CSA) published for comment a two-staged proposal to modernize the prospectus filing model for investment funds. In keeping with current requirements, investor access to continuous disclosure documents as well as delivery of the Fund Facts and the ETF Facts – which are renewed annually and provide key information in a simple, accessible and comparable format – remains unchanged. Investors will still be able to request the prospectus or access it online.

Of the two stages, the first consists of proposed amendments that would allow investment funds in continuous distribution to file a new prospectus every two years instead of on an annual basis as they currently do. The requirement to file a final prospectus no more than 90 days after the issuance of a receipt for a preliminary prospectus for all investment funds would also be repealed.

As part of the second stage, the CSA is seeking stakeholder comments on a consultation paper introducing a new shelf prospectus filing model which could apply to all investment funds in continuous distribution. The conceptual framework for this model is based on an adaptation of the current shelf prospectus system.

Proposed amendments to National Instrument 41-101 General Prospectus Requirements and National Instrument 81-101 Mutual Fund Prospectus Disclosure, and proposed changes to Companion Policy 41-101 General Prospectus Requirements and Companion Policy 81-101 Mutual Fund Prospectus Disclosure have been published for a 90-day comment period.

Review the press release and proposal.

Canadian securities regulators reduce regulatory burden related to the interpretation of the primary business requirements

Apr 14, 2022

On April 14, 2022, the Canadian Securities Administrators (CSA) published changes to harmonize the interpretation of the financial statement requirements for a long form prospectus, such as in an issuer’s initial public offering (IPO). Specifically, the changes apply in situations where an issuer has acquired a business, or proposes to acquire a business, that a reasonable investor would regard as being the primary business of the issuer. The changes were informed by stakeholder feedback that certain inconsistent interpretations of the primary business requirements add time, cost and uncertainty for issuers.

The changes provide additional guidance on the interpretation of primary business including in what situations, and for which time periods, financial statements would be required. They provide guidance on the circumstances when additional information may be necessary for the prospectus to meet the requirement to contain full, true and plain disclosure of all material facts relating to the securities being distributed. The changes also clarify when an issuer can use the optional tests to calculate the significance of an acquisition, and when an acquisition of a mining asset would not be considered an acquisition of a business for securities legislation purposes.

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

Canadian securities regulators provide updated guidance on virtual shareholder meetings

Feb 25, 2022

On February 25, 2022, staff of the Canadian Securities Administrators provided issuers with their guidance on holding virtual shareholder meetings. Given the emergence of the COVID-19 pandemic, many reporting issuers have adopted a virtual format for their shareholder meetings. These meetings are typically conducted either entirely virtually, in place of an in-person meeting, or through a “hybrid” format held in-person while also permitting participation via electronic means. Accordingly, the CSA staff felt it appropriate to issue this new release with their recommendations for such meetings.

Re­view the No­tice on the CSA's Web Site.

OSFI releases first Annual Risk Outlook

May 19, 2022

The Office of the Superintendent of Financial Institutions (OSFI) released its first Annual Risk Outlook. This new document provides details of the risks facing Canada’s financial system and our plans to address them in the coming year.

The 2022-2023 Annual Risk Outlook describes risks to the financial system ranging from cyber attacks and digital innovation to housing-related considerations, climate change and more. This is not an exhaustive list but rather the risks that OSFI considers most critical. Each risk is viewed through our prudential mandate and is accompanied by the supervisory and regulatory actions that we are taking. A table providing the timing and topics of consultations and guidance is included to help institutions and Canadians know how to best engage with us.

Review the press release on the OSFI's website.

SEC Proposes Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure by Public Companies

Mar 09, 2022

On March 9, 2022, the Securities and Exchange Commission (SEC) proposed amendments to its rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies.

The proposed amendments would require, among other things, current reporting about material cybersecurity incidents and periodic reporting to provide updates about previously reported cybersecurity incidents. The proposal also would require periodic reporting about a registrant’s policies and procedures to identify and manage cybersecurity risks; the registrant’s board of directors' oversight of cybersecurity risk; and management’s role and expertise in assessing and managing cybersecurity risk and implementing cybersecurity policies and procedures. The proposal further would require annual reporting or certain proxy disclosure about the board of directors’ cybersecurity expertise, if any.

The proposed amendments are intended to better inform investors about a registrant's risk management, strategy, and governance and to provide timely notification to investors of material cybersecurity incidents.

Review the press release and proposed rule on the SEC's website.

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