The cannabis industry has experienced significant growth, along with merger and acquisition transactions (M&A Transactions), over the past few years. As the market has expanded, many cannabis issuers and their directors and executive officers have participated in the financing of other cannabis issuers, resulting in higher than usual crossover of financial interests. These interests may include overlapping debt and equity, or other business relationships. Staff in the participating jurisdictions have found instances where the quality of cannabis issuers’ disclosure in this area can be improved.

While the guidance is intended for cannabis issuers, all reporting issuers, especially issuers in other emerging growth industries, should ensure that governance disclosures address potential conflicts of interests. CSA staff will continue to monitor these areas. 

The CSA’s guidance can be found in Multilateral Staff Notice 51-359 Corporate Governance Related Disclosure Expectations for Reporting Issuers in the Cannabis Industry.

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

Under the proposed new securities requirements, reporting issuers will be required to direct audit firms who are not subject to CPAB oversight, but complete a significant portion of audit work for a reporting issuer’s audit, to enter into an agreement with CPAB to access their files and inspect their work if such firms are not prepared to provide access to CPAB voluntarily upon request.

Known as component auditors, these audit firms complete some of the work that forms part of the evidence used to support an audit opinion. To assess whether sufficient audit evidence has been obtained to support an audit opinion, CPAB has determined it must be able to review all substantial audit work.

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

This Blanket Order provides an exemption from prospectus and registration requirements to facilitate start-up crowdfunding. Both issuers and registered funding portals can use the Blanket Order. It is also available to unregistered funding portals as soon as they comply with the terms of the registration exemption, which includes receiving confirmation that ASC staff have received all required documents.

Review the press release and the Blanket Order on the ASC's website.

Key trends from this year’s review include:

• The total number of board seats occupied by women increased to 17 per cent in 2019, compared to 11 per cent in 2015.
• Seventy-three per cent of issuers had at least one woman on their board, an increase from 49 per cent in 2015.
• When board vacancies were filled, a third of those positions were filled by women.
• Five per cent of issuers had a female chair of their board.
• Half of issuers adopted a policy relating to the representation of women on their board, representing a significant increase since 2015.

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

Questions this year covered a broad range of topics, including: global questions on board gender diversity, director overboarding, and director accountability relating to climate change risk, combined chairman and CEO roles and the sun-setting of multi-class capital structures in the U.S., discharge of directors and board responsiveness to low support for remuneration proposals in Europe, U.S. and Canada.

Review the report on the ISS' website.

After presenting a profile of companies and the outcomes of continuous disclosure reviews, the summary outlines the main deficiencies observed by the AMF in its oversight activities and gives examples of corrected disclosure. As in previous years, the summary discloses some key figures regarding the representation of women on boards and in executive officer positions of Québec companies, thus helping to monitor progress on this issue.

The AMF also recaps draft regulatory initiatives and staff notices that were published during the past financial year. Lastly, in the section on innovation, the AMF presents the efforts taken to establish a framework for crypto-asset trading platforms and to migrate the SEDAR, SEDI and NRD national electronic systems to a central system.

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

But it could invite risks to financial stability and integrity, monetary policy effectiveness, and competition standards, as outlined in a recent IMF staff paper, the first of a new series of Fintech Notes.

Review the full blog on the IMFBlog's website.

The report also includes a sampling of best practices in fostering greater gender diversity disclosed by leading Canadian companies.

In particular, our research findings provide insight into

• the breakdown and percentages of women on boards for full-year 2018
• the breakdown and percentages of women executive officers for full-year 2018
• the industry breakdown of women directors for full-year 2018
• diversity policies and targets for full-year 2018
• 2019 mid-year results regarding the number and percentages 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 data presented in this report was obtained by examining public disclosure documents filed by all TSX-listed companies that are subject to National Instrument 58-101 Disclosure of Corporate Governance Practices, which requires disclosure respecting the representation of women on boards and in executive officer positions.

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

The proposals would reduce duplicative filing requirements by consolidating the Simplified Prospectus (SP) and Annual Information Form (AIF) for conventional mutual funds, as these contain overlapping disclosure in many places. The proposed rule amendments would also streamline regulatory processes by eliminating the filing of Personal Information Forms (PIFs) in connection with investment fund prospectus filings for individuals that are registered with securities regulators.

The proposals would eliminate the need for investment funds to apply for frequently granted exemptive relief to use the notice-and-access system, and from certain conflict of interest rules. The proposed amendments also introduce exemptions from the requirement to deliver a fund facts document for model portfolio products, portfolio rebalancing services and automatic switch programs, and would allow the use of a consolidated fund facts document under certain conditions. The proposals would repeal the need for regulatory approval for a change of manager or change of control of manager, given similar requirements in the registration system for investment fund managers. Furthermore, the proposed changes would broaden the pre-approval criteria for investment fund mergers.

In addition, the proposed rule amendments would formalize a common industry practice by mandating that investment funds have a designated website for posting regulatory disclosure. This change will allow the CSA to consider alternative methods for providing and delivering disclosure to investors.

Staff anticipate that these changes can be implemented in the near-term. Longer-term, the CSA will look for burden reduction opportunities in other areas, including, continuous disclosure obligations, securityholder meetings and information circular requirements, prescribed notices and reporting requirements and prospectus regime provisions.

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

The proposed amendments aim to reduce regulatory burden and address certain concerns expressed by stakeholders by narrowing the circumstances under which a BAR must be filed.

Currently, a reporting issuer that is not a venture issuer must file a BAR after completing a significant acquisition if any one of the three significance tests set out in National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) exceeds 20 per cent.

For reporting issuers that are not venture issuers, the proposed amendments will:

• alter the determination of significance such that an acquisition of a business or related businesses is significant only if at least two of the three existing significance tests set out in NI 51-102 are triggered; and
• increase the significance threshold from 20 per cent to 30 per cent.

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