In its consultation paper, the CSA is requesting feedback on whether the current SRO framework best serves Canadian investors and the investment industry, in light of the evolution of the financial services industry. The CSA is also asking for comments on the issues and targeted outcomes outlined in the paper, with written submissions due by October 23, 2020.

The current SRO regulatory framework requires investment dealers to be members of the Investment Industry Regulatory Organization of Canada (IIROC) and mutual fund dealers, except in Québec, to be members of the Mutual Fund Dealers Association of Canada (MFDA).

Re­view the press re­lease on the CSA's web­site.

The IIF notes that:

• there is growing demand for better ESG disclosure across sectors;
• there are multiple frameworks and expectations, with more on the way. While a proliferation of reporting frameworks in past decades has stimulated innovation in disclosure practices, the rapid mainstreaming of ESG issues in financial markets creates a pressing imperative for consolidation;
• to ensure consistency and comparability across markets and avoid regulatory fragmentation, steps should be taken to develop a harmonized cross-sectoral framework for ESG disclosure across jurisdictions.

Accordingly, the IIF strongly encourages the relevant international standard setting bodies to take practical steps in the coming months towards a harmonized cross-sectoral ESG disclosure framework. While rapid consolidation at the global level is a pressing priority, the IIF believes that the harmonization of expectations should be an iterative, phased process rather than a ‘big bang’.

For further details, refer to the press release and the Report on the IIF's web­site.

Disclosure of a mineral resource estimate is an influential factor in the value that investors put on a mining issuer’s securities. The estimate is the foundation for studies that govern the design and economic feasibility of a mining project.

CSA Staff reviewed the disclosure of mineral resource estimates in 86 technical reports to assess compliance with securities regulatory requirements and for conformance to the Canadian Institute of Mining, Metallurgy and Petroleum best practices guidelines.

The review found that most disclosure on mineral resource estimates was satisfactory. Some mining issuers need to improve their mineral resource estimate disclosure in the following areas:

• Reasonable prospects of eventual economic extraction: improving descriptions of the different technical and economic assumptions used to determine that the estimated mineralized material has the potential to be mined and processed economically;
• Data verification: ensuring data used to support a mineral resource estimate is adequately verified and determined suitable by the qualified person;
• Reporting results, sensitivities, risks and uncertainties: enhancing disclosure about potential risks and uncertainties specific to the mining project. Many technical reports only provided boilerplate disclosure and omitting risks specific to of the mineral resource estimate could be misleading.

Despite some deficiencies, many technical reports provided detailed and useful information on geological constraints applied to the estimate, and on statistical treatment of the data.

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

Women’s economic participation and leadership are essential to driving business performance and achieving gender balance on corporate boards. This report by Catalyst offers a snapshot of progress for the companies included in the S&P/TSX Composite Index over a 5-year time period ending December 31, 2019, as well as a comparative perspective on progress versus all disclosing companies on the TSX. It also provides a full list of Index companies with 30% or more women on boards and 30% or more women on executive teams.

Review the report on Catalyst's website.

Proponents claim that non-GAAP measures provide better indicators of performance; critics contend that they obscure problems and impede comparability. The authors analyzed a wide array of non-GAAP measures and found that this reporting did provide some useful insights into the companies that used them, but at the expense of clarity and transparency.

Review the article on CPA Journal's website.

The new program, explained in CSA Staff Notice 43-310 Confidential Pre-File Review of Prospectuses (for non-investment fund issuers), expands the availability of confidential pre-file reviews that some CSA jurisdictions are already conducting. Pre-file review allows for the earlier identification of material issues that might delay receipting the prospectus and closing the offering.

The pre-filed prospectus should be of the same form and quality expected in a publicly-filed prospectus and contain the disclosure (including financial statements) required under securities law. The pre-filed prospectus should also include an estimate of price of the securities and other information derived from that price. The reviews will generally be conducted by the issuer’s principal regulator. 

The new program will supersede existing pre-file review policies in the jurisdictions that offer them.

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

Enhancements from the current requirements include: 

• Increasing to $1 million (from $500,000) the maximum total amount that could be raised by a business under the crowdfunding prospectus exemption per year;
• Increasing to $2,500 (from $1,500) the maximum investment a purchaser can make in an offering, with a higher limit of $5,000 if the purchaser obtains advice from a registered dealer that the investment is suitable for the purchaser;
• Requiring funding portals to annually certify that they have sufficient working capital to continue operations for the following year.

Review the press release on the CSA's website and the proposed National Instrument on the OSC's website.

Following stakeholder consultation, the CSA has made substantive changes to the proposed rule that: 

• Limit the application to certain issuers;
• Exempt certain disclosures, financial measures and documents;
• Narrow the scope of what is considered a non-GAAP financial measure; and
• Reduce and simplify disclosures.

The proposed rule was originally published for comment on September 6, 2018 and would replace Staff Notice 52-306 (Revised) Non-GAAP Financial Measures. The CSA conducted 38 outreach sessions across seven Canadian cities and reviewed 42 comment letters from issuers, investors, accounting firms, standard setters, industry associations and law firms.

Proposed National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (the Proposed Instrument) and a revised version of proposed Companion Policy 52-112 Non-GAAP and other Financial Measures Disclosure (the Proposed Companion Policy) are available on CSA members’ websites. Comments should be submitted in writing by May 13, 2020.

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

This was the fifth consecutive 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 641 non-venture issuers who were included in the review sample. These issuers had year-ends between December 31, 2018 and March 31, 2019, and filed information circulars or annual information forms by July 31, 2019.

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

The notice describes situations where securities legislation will and will not apply. For example, securities legislation may apply to platforms that facilitate the buying and selling of crypto assets that are commodities, because the user’s contractual right to the crypto asset may itself constitute a derivative, a security or both.

The relevant determination will depend on the facts and circumstances, including the obligations and intention to provide immediate delivery of the crypto asset. The notice provides guidance on what constitutes immediate delivery, together with a detailed example of a situation where securities legislation does not apply.

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