Securities

Canadian Securities Regulators Publish Final Proxy Voting Protocols

Jan 26, 2017

On January 26, 2017, the Canadian Securities Administrators (CSA) published CSA Staff Notice 54-305 "Meeting Vote Reconciliation Protocols," which outlines CSA staff expectations and guidance for improving the processes involved in the tabulation of proxy votes.

The voluntary protocols outline CSA staff expectations related to generating and sending vote entitlement information; setting up vote entitlement accounts; sending proxy vote information and tabulating and recording proxy votes; and informing beneficial owners of any rejected or pro-rated votes.

Over the next two proxy seasons, the CSA will monitor the implementation of the protocols and assess the need for any enhanced regulatory measures. The CSA will also continue to encourage and monitor industry initiatives for paperless meeting vote reconciliation and end-to-end vote confirmation. CSA staff will receive ongoing input on these areas from a technical committee made up of representatives from key service providers involved in the proxy voting process.

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

CSA Report the Findings of their Review of the Disclosure of Cyber Security Risks and Incidents

Jan 19, 2017

On January 19, 2017, staff from the British Columbia Securities Commission, the Ontario Securities Commission and the Autorité des marchés financiers (staff) published Multilateral Staff Notice 51-347 Disclosure of cyber security risks and incidents.

The notice reports the findings of a review announced by the Canadian Securities Administrators (CSA) in Staff Notice 11-332 Cyber Security (Staff Notice 11-332) and provides disclosure expectations for reporting issuers based on those findings.

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

ASC to adopt disclosure requirements regarding the representation of women on boards and in senior management

Dec 15, 2016

On December 15, 2016, the Alberta Securities Commission (ASC) announced that it will adopt amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) and Form 58-101F1 Corporate Governance Disclosure.

The amendments require non-venture reporting issuers in Alberta to provide annual disclosure of the following items in their proxy circular or annual information form:

  • any policies regarding the representation of women on the board;
  • whether the board or its nominating committee considers the representation of women in the director identification and selection process;
  • whether the issuer considers the representation of women in executive officer positions when making executive officer appointments;
  • targets regarding the representation of women on the board and in executive officer positions, if any have been set by the issuer;
  • the number of women on the board and in executive officer positions; and
  • director term limits or other mechanisms of board renewal.

The amendments align the disclosure requirements under NI 58-101 in Alberta with most other jurisdictions in Canada regarding the representation of women on the boards of directors and in executive officer positions. The amendments are effective December 31, 2016.

Review the press release on the ASC's website.

SEC moves to identify 'high-quality' non-GAAP measures

Dec 12, 2016

On December 12, 2016, Accounting Today released a summary of the panel discussion at the December 2016 AICPA conference on current SEC and PCAOB developments, which was put together by Christine Davine, deputy managing partner of Deloitte & Touche LLP’s National Office, to get the perspectives of various types of constituents on non-GAAP metrics.

In the article, Devine mentions that one of the key takeaways from the panel, it’s that non-GAAP measures are not prohibited and that you're allowed to use them. Also, investors and analysts and registrants find quite a bit of value in non-GAAP measures, but they need to be high quality.

Review the article on Accounting Today's website.

SEC Guidance for Foreign Private Issuers

Dec 08, 2016

On December 8, 2016, the Securities and Exchange Commission (SEC) published new Compliance and Disclosure Interpretations (C&DIs) addressing several questions relevant to foreign private issuers.

Canadian MJDS companies and many other cross-border companies incorporated or organized outside of the United States enjoy the benefit of various exemptions under U.S. securities laws on the basis that they qualify as “foreign private issuers.”

Torys LLP released a publication where they analyze on the SEC’s guidance, including:

  • The guidance is generally favourable to foreign private issuers and is consistent with past advice that we have given to our foreign private issuer clients.
  • In determining foreign private issuer eligibility, companies have some flexibility under the rules, as long as they apply their methodologies consistently.
  • A public offering of guaranteed securities and subsequent SEC reporting by a parent and subsidiary may be conducted under the foreign private issuer rules, provided the parent is a foreign private issuer and the parties meet the other criteria for omitting the subsidiary’s financial statements from SEC filings.

Review the publication on the Torys LLP's website.

Canadian Securities Regulators Publish Final Amendments Mandating a Summary Disclosure Document and Delivery Regime for Exchange-Traded Mutual Funds

Dec 08, 2016

On December 8, 2016, the Canadian Securities Administrators (CSA) published final amendments that require exchange-traded mutual funds (ETFs) to produce and file a summary disclosure document called “ETF Facts.” The amendments also require dealers that receive an order to purchase ETF securities to send or deliver an ETF Facts to investors within two days of the purchase.

Provided all necessary Ministerial approvals are obtained, the amendments will come into force on March 8, 2017. There will be a phased implementation of the requirements. Effective September 1, 2017, ETFs will be required to produce and file an ETF Facts and make it available on the ETF’s or the ETF manager’s website. Dealer delivery obligations related to the ETF Facts will come into effect on December 10, 2018.

Review the press release and the summary disclosure document on the CSA's website.

Disclose what truly matters: Model disclosures under the non-financial and diversity information directive

Nov 28, 2016

On November 28, 2016, Accountancy Europe released released the guide "Disclose what truly matters: Model disclosures under the non-financial and diversity information directive," which provides practical guidance to companies that will have to comply for the first time with the EU Directive on the disclosure of non-financial and diversity information by certain large undertakings and groups.

In the publication, they apply the Directive’s requirements in a "mock-up" management report of a fictional company in the food industry, which will especially help companies without prior experience in reporting on non-financial and diversity information.

Around 6,000 European companies are affected by this Directive which Member States have to transpose into their national laws by December 6, 2016.

Review the guide on the Accountancy Europe's website.

OSC Staff Notice 52-723 - Office of the Chief Accountant - Financial Reporting Bulletin

Nov 25, 2016

On November 25, 2016, the Ontario Securities Commission (OSC) released OSC Staff Notice 52-723 - Office of the Chief Accountant - Financial Reporting Bulletin (November 2016) which highlights their observations on various financial reporting topics.

This bulletin highlights observations about various financial reporting topics relevant to reporting issuers that prepare financial statements in accordance with IFRS. The objective of this bulletin is to provide useful information to market participants that may assist in preparing future financial reports.

The staff of the OSC wants to:

  • communicate considerations for disclosure effectiveness
  • share their observations on recent areas of focus
  • highlight their expectations for implementation of several new accounting standards.

When disclosing financial information, the staff of the OSC encourages reporting issuers to:

  • take a "fresh look" at their financial statement disclosures, and consider how information could be more effectively and efficiently presented
  • consider financial reports as communication documents as opposed to a "compliance exercise".

A reporting issuer's management, audit committee, and external auditor each has an important role to play in contributing to disclosure effectiveness.

Review the bulletin on the OSC's website.

OSC Dialogue 2016: The Game Has Changed

Nov 07, 2016

On November 7, 2016, the Ontario Securities Commission (OSC) released a recording of its OSC Dialogue 2016, where experts discussed disruption in the capital markets and what it means for investors, regulation and economic growth.

Innovation in the capital markets is disrupting traditional business models and investor behaviour, revolutionizing how we do business and fundamentally changing how we interact with each other.

Around the world, securities regulators are being challenged to balance innovation with protection of investors and the integrity of the financial system.

Listen to the OSC Dialogue 2016 as senior market leaders and regulators share their insights on disruptive forces in the capital markets and what disruption means for investors, industry and regulators alike.

TMX Group Introduces Four Letter Trading Symbols

Nov 02, 2016

On November 2, 2016, the TMX Group marked the first trading day for four letter stock symbols on Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSXV), an industry initiative designed to offer Canadian issuers and applicants greater choice in how they are identified and also to provide interlisted issuers with the opportunity to be uniformly represented throughout the North American marketplace. Prior to this initiative, a stock's root symbol was limited to three letters or less.

"Across the markets we serve, TMX has moved to partner with our clients to seek out new solutions and effect positive change," said Nick Thadaney, President & CEO, Global Equity Capital Markets, TMX Group. "We've seen tremendous interest from our equities markets clients in expanding to four character symbols and, with valuable support from other service providers, we have responded to meet their needs. Providing greater choice on our Exchanges remains a top priority for TMX and we look forward to exploring new opportunities to broaden our solutions and services and lead Canada's markets into the future."

Review the press release on the TMX Group's website.

Correction list for hyphenation

These words serve as exceptions. Once entered, they are only hyphenated at the specified hyphenation points. Each word should be on a separate line.