2023

Canadian Securities regulators announce results of ninth annual review of representation of women on boards and in executive officer positions in Canada

Oct 05, 2023

On October 5, 2023, the Canadian securities regulators have released the results of their ninth annual review on women's representation in corporate leadership roles. The report, based on data from 602 non-venture issuers, reveals that 27% of board seats are held by women, showing a 3% increase from the previous year.

However, there's a decline in the percentage of board vacancies being filled by women, dropping from 45% to 43%. Notably, 89% of issuers have at least one woman on their board, and 8% have a woman serving as the board chair. The data, gathered from public documents, aims to enhance transparency and support informed investment decisions.

Furthermore, the Canadian securities regulators are actively reviewing stakeholder feedback on proposed amendments related to corporate governance disclosure requirements and policies concerning director nominations, board renewal, and diversity.

Access the news release on the CSA website.

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

Mar 23, 2023

On March 23, 2023, the securities regulatory authorities in Manitoba, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan published the underlying data used to prepare the eighth annual review of women on boards and in executive officer positions.

This was the eighth 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 625 non-venture issuers who were included in the review sample. These issuers had year-ends between December 31, 2021 and March 31, 2022, and filed information circulars or annual information forms by July 31, 2022.

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

Canadian securities regulators propose introduction of expedited shelf prospectus regime for well-known seasoned issuers

Sep 21, 2023

On September 21, 2023, the Canadian Securities Administrators (the CSA) announced proposed amendments to National Instrument 44-102 Shelf Distributions and other securities law instruments (the Proposed Amendments) which, if adopted, would implement a permanent expedited shelf prospectus regime for “well-known seasoned issuers” (WKSIs).

The Proposed Amendments build upon a WKSI pilot program (the Pilot Program) launched on January 4, 2022, that is designed to reduce the regulatory burden for well-known issuers with established public reporting records in the Canadian capital markets. The Pilot Program has enjoyed widespread adoption by eligible issuers since its introduction, and the Proposed Amendments, if adopted, will help promote transaction certainty and even more closely align the Canadian WKSI regime with that of the United States.

Re­view the notice and request for comments on CSA's website.

Canadian securities regulators propose changes to corporate governance disclosure practices and guidelines

Apr 13, 2023

On April 13, 2023, the Canadian Securities Administrators (CSA) published proposed amendments to corporate governance disclosure rules and policy relating to the director nomination process, board renewal and diversity. They would require disclosure on aspects of diversity beyond the representation of women, while retaining the current disclosure requirements with respect to women. In addition, the CSA is proposing changes to the corporate governance policy that would enhance the existing corporate governance guidelines relating to the director nomination process and introduce guidelines regarding board renewal and diversity.

The CSA is seeking comment on two approaches to build upon the existing disclosure requirements in Form 58-101F1 regarding the representation of women on boards and in executive officer positions and board renewal adopted by most CSA jurisdictions in 2014. While each approach is premised on different concepts discussed further below, both approaches are intended to provide enhanced, decision-useful information to investors to assist with their investment and voting decisions.

  • Option A: This option would require an issuer to disclose its approach to diversity in respect of the board and executive officers but would not mandate disclosure in respect of any specific groups, other than women.
  • Option B: This option contemplates mandatory reporting on the representation of five designated groups, being women, Indigenous peoples, racialized persons, persons with disabilities and LGBTQ2SI+ persons, on boards and in executive officer positions.

There is a 90-day comment period, and stakeholders are invited to provide comments in writing on or before July 12, 2023.  

For further details, refer to the press release and the Notice on the CSA’s website.

Canadian securities regulators defer launch of new SEDAR+ filing system

Jun 01, 2023

On June 1, 2023, the Canadian Securities Administrators (CSA) issued an update about SEDAR+, the new system that will be used by all market participants to file, disclose and search for issuer information in Canada’s capital markets, which had a planned launch date of June 13, 2023. The CSA now intends to launch SEDAR+ on July 25, 2023, with a contingency date in September.

The CSA assured that the SEDAR+ system itself is functioning well. However, the process of assuring quality migration of large volumes of data from multiple legacy systems is taking longer than planned. The SEDAR+ project leadership team has added an additional six weeks to the project timeline to ensure that the data migration meets the CSA’s strict quality control standards.

If work on the data migration is not complete in time for the July launch, the CSA has also set September 12, 2023, as a contingency date. To assist filing organizations with planning for SEDAR+, the CSA will confirm the SEDAR+ go-live date by the end of June.

Until SEDAR+ goes live, all capital market participants are required to continue using SEDAR and the other systems in current use.

Re­view news release on CSA's website.

Canadian securities regulators encourage market participants to prepare for the cessation of CDOR

Feb 23, 2023

On February 23, 2023, the Canadian Securities Administrators (CSA) encouraged market participants to prepare for the upcoming cessation of the Canadian Dollar Offered Rate (CDOR).

CDOR is a domestically important interest rate benchmark that is used by market participants across a wide range of financial products and contracts, including derivatives, bonds and loans.

On May 16, 2022, Refinitiv Benchmark Services (UK) Limited (RBSL), the administrator of CDOR, announced that CDOR will cease publication after Friday, June 28, 2024. The Ontario Securities Commission and the Autorité des marchés financiers, as co-lead authorities for RBSL and CDOR, authorized the cessation.

The staff notice published provides market participants with information about certain developments and transition issues regarding the upcoming cessation, including the expected related cessation of the issuance of Bankers’ Acceptances.

Review the press release and staff notice.

Canadian securities regulators outline expectations for investment funds holding crypto assets

Jul 06, 2023

On July 6, 2023, the Canadian Securities Administrators (CSA) published guidance to help fund managers understand and comply with securities law requirements for public investment funds holding crypto assets (public crypto asset funds).

The guidance provides an overview of public crypto asset funds operating in Canada and describes related oversight initiatives by CSA members. The notice also covers:

  • Market characteristics of crypto assets that could impact their viability as investments for public crypto asset funds
  • Expectations concerning custody of crypto assets held on behalf of a fund
  • Issues relating to yield-generating activities, like staking, by public crypto asset funds
  • Know-your-client, know-your product and suitability obligations with respect to public crypto asset funds.

Re­view the news release on CSA's website.

Canadian securities regulators provide update on proposed amendments to continuous disclosure requirements

Oct 03, 2023

On October 3, 2023, the Canadian Securities Administrators (the CSA) provided an update on proposed amendments to modernize the continuous disclosure requirements for non-investment fund reporting issuers that were published for comment in May 2021.

The proposed continuous disclosure amendments would streamline and clarify certain disclosure requirements for the management’s discussion and analysis (MD&A) and the annual information form (AIF). They would also combine interim and annual financial statements, MD&A, and, where applicable, the AIF into one reporting document for each reporting period (called the interim disclosure statement or annual disclosure statement, as applicable).

Re­view the news release on CSA's website.

Canadian securities regulators propose permanent WKSI program

Sep 21, 2023

On September 21, 2023, the Canadian Securities Administrators (the CSA) announced proposed amendments to National Instrument 44-102 Shelf Distributions and other securities law instruments (the Proposed Amendments) which, if adopted, would implement a permanent expedited shelf prospectus regime for “well-known seasoned issuers” (WKSIs).

The Proposed Amendments build upon a WKSI pilot program (the Pilot Program) launched on January 4, 2022, that is designed to reduce the regulatory burden for well-known issuers with established public reporting records in the Canadian capital markets. The Pilot Program has enjoyed widespread adoption by eligible issuers since its introduction, and the Proposed Amendments, if adopted, will help promote transaction certainty and even more closely align the Canadian WKSI regime with that of the United States.

Re­view the notice and request for comments on CSA's website.

CCGG publishes Best Practices for Proxy Circular Disclosure

Dec 14, 2023

On December 14, 2023, the Canadian Coalition for Good Governance (CCGG) published its annual review of public company information circular disclosure, describing what it considers to be best practices for corporate governance and executive compensation disclosure and providing examples from issuers across Canada.

While the publication remains relatively consistent with the one published last year, updates have been made on the topics of board skills matrices, director continuing education, human capital management and succession planning, board and management diversity and executive share ownership requirements.

In this year’s publication, CCGG has highlighted a share ownership policy where the requirements are expressed as a multiple of an executive officer’s long-term incentive plan (LTIP) target, as opposed to the common practice of using base salary. CCGG has stated that benchmarking ownership relative to total direct compensation or the annual LTIP target may be more meaningful than base salary if base salary is the smallest component of total direct compensation.

Access the annual review on CCGG’s website.

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