As in 2017, the summary presents the main deficiencies identified in companies’ continuous disclosure and financing documents and provides examples of corrected information and reminders to help them prepare compliant documents. New content for this year includes a section on the booming cryptocurrency and marijuana industries, as well as a section on socially responsible investing based on environmental, social and governance criteria. The AMF is taking a closer look at the information provided to investors in these areas and, among other things, has published a notice on the disclosure of climate change-related risks and financial impacts.

The summary also contains an initial report on the application of the Act respecting transparency measures in the mining, oil and gas industries and outlines several regulatory initiatives.

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

The report findings provide insight into the following areas:

• breakdown and percentages of women on boards for full-year 2017
• breakdown and percentages of women executive officers for full-year 2017
• industry breakdown of women directors for full-year 2017
• diversity policies and targets for full-year 2017
• 2018 mid-year results regarding the number and percentage 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 report also includes statistics on the proportion of companies with a female CEO and companies with a female board chair.

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

When implemented, the Proposed Instrument will provide authoritative Canadian securities legislative requirements for issuers when they disclose non-GAAP and other financial measures. The Proposed Instrument would replace Staff Notice 52-306 (Revised) Non-GAAP Financial Measures, which provided guidance to help ensure such disclosure is not misleading. Staff Notice 52-306 was issued in 2003 and updated several times subsequently to respond to changing circumstances.

Additionally, the Proposed Instrument:

• relates to the disclosure of financial measures (including ratios) that are non-GAAP financial measures, segment measures, capital management measures and supplementary financial measures, as defined in the Proposed Instrument;
• refers to all documents (e.g., Management’s Discussion and Analysis, news releases, the Annual Information Form, prospectuses etc.) including other written communications in websites or social media; and
• includes an updated definition of a non-GAAP financial measure which builds upon and incorporates the disclosure guidance in Staff Notice 52-306.

Review the press release on the CSA's website and the Proposed National Instrument on the CSA members’ website.

Modern slavery, which can take a variety of forms, includes any work or service performed by a person involuntarily and under the threat of any penalty.

The notice provides an overview of recent key regulatory or government initiatives and highlights investors’ growing interest in the social responsibility of issuers. It also describes some of the requirements that may compel issuers to provide information on modern slavery in their continuous disclosure documents and presents the results of an issue-oriented review by AMF staff of the disclosure practices of certain issuers.

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

The new rule significantly expands upon the exemptions available when an Alberta issuer seeks to distribute securities to investors outside of Canada. It also provides a prospectus exemption for distributions made under the offering memorandum exemption within Canada. The exemptions are conditional on material compliance with the disclosure requirements of the purchaser’s jurisdiction. The rule also contains prospectus exemptions for the resale of securities outside of Canada if the issuer is not a reporting issuer in any jurisdiction within Canada.

Review the press release and new rule on the ASC's website.

According to the CSA, the exemption has been used 60 times in the past two years, raising $535.5 million across the country.

The CSA report also identified a number of compliance and disclosure issues with the use of the streamlined exemption and provided suggestions for improvements, namely in regards to: stand-by commitments, use of available funds and closing news release.

Review the Staff Notice on the OSC's website and a summary on Stikeman Elliot's website.

Considering the realities of the Canadian market and the comments received, the CSA have concluded that it is appropriate to maintain its current approach to determining director and audit committee member independence. It recognizes that its current approach has benefits and limitations. Upon review, it is satisfied that it strikes an appropriate balance between affording sufficient discretion to the board of directors to determine whether an individual could reasonably be expected to exercise independent judgement, and providing prescriptive elements that preclude an individual from being considered independent in certain circumstances.

The CSA’s current approach has been in place since 2004 and it notes that stakeholders understand and have adapted accordingly. Making changes to the current approach or replacing it with an alternative approach could result in additional costs for issuers and efforts for investors to adapt to such changes. The CSA is of the view that, in this case, any potential benefits of a change to the approach are outweighed by the potential negative impact of implementing such a change.

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

Issuers and underwriters who rely on certain prospectus exemptions to distribute securities are required to file the Report within the prescribed timeframe. The amendments aim to provide greater clarity and flexibility regarding the certification requirement of the Report and streamline certain information requirements, while still providing regulators with the information necessary for oversight and policy development.

Provided all necessary ministerial approvals are obtained, the amendments will come into force on October 5, 2018.

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

The CSA noted that it continues to see deficiencies in issuers’ use of non-GAAP financial measures, and this remains an area of focus for the CSA. It strongly encourages issuers to use this report as a guide to make improvements, as disclosure requirements are at the core of its investor protection regime.

Other areas where issuers can improve disclosures include, but are not limited to: fair value measurements and disclosures; forward looking information; discussions of issuers’ results of operations and significant projects in development; climate change disclosures; and mineral project disclosure. 

In fiscal 2018, 51 per cent (2017 – 43 per cent) of review outcomes required issuers to take action to improve and/or amend their disclosure, or resulted in the issuer being referred to enforcement, cease traded or placed on the default list.

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

The OSC received 20 comment letters on its draft 2018-2019 Statement of Priorities. Feedback was broadly supportive of the proposed priorities, including continued improvements to investor protection and efforts to increase the deterrent impact of enforcement actions. This final publication of the 2018-2019 Statement of Priorities now also includes a priority related to the continued review of the effectiveness of the disclosure requirements regarding women on boards and in executive officer positions.

Review the press release and the Statement of Priorities on the OSC's webiste.