While the temporary changes to its service commitments are in place, OSC staff will not review pre-files for draft preliminary base shelf prospectuses or non-offering prospectuses under its confidential pre-file program. The temporary changes do not impact urgent and time-sensitive prospectus pre-filings, such as those involving bought deals and overnight marketed offerings.

As part of its annual review, the OSC will conduct a comprehensive evaluation of all its service commitments, including the applications and filings included in the temporary changes. The OSC will publish any further changes to its service commitments as a result of this evaluation at the end of Q1 2022 (June 30, 2022). All preliminary prospectuses and exemptive relief applications filed after December 7, 2021 will be processed under the temporary service commitments.

Review the press release and temporary changes on the OSC's website.

Regarding the integration of ESG factors by investment managers, most respondents think:

• customers and their investment managers should decide on ESG integration, not regulators;
• regulators should not mandate ESG integration;
• financial materiality should be the primary focus of investment managers who do integrate ESG issues into their investment performance; and
• greenwashing should be addressed with clear and consistent rules on marketing and measuring adherence to ESG product claims.

On public company reporting on ESG matters, most respondents think:

• formal, government-backed standards for public company reporting on ESG should be established;
• mandatory public company reporting on ESG should be delayed until after formal reporting standards are enacted;
• a baseline of globally consistent standards for ESG reporting is preferred to many regional approaches;
• voluntary ESG reporting pursuant to private reporting frameworks is not favored; and
• auditor assurance of ESG reporting should wait until government-backed standards for ESG reporting are in place and mandatory for public companies.

Re­view the press release and the full re­port on the CFA In­sti­tute's web­site.

The CSA received feedback, as part of the reducing regulatory burden for non-investment fund reporting issuers consultation, that certain prospectus requirements in the base shelf context create unnecessary regulatory burden for established reporting issuers that have strong market following and up-to-date disclosure records. It was recommended that the CSA enhance the current prospectus system by amending the base shelf prospectus regime to implement a Canadian WKSI regime.  

This pilot project will assist the CSA in evaluating the appropriateness of the eligibility criteria and conditions, and identifying any potential public interest concerns that should be addressed in any future rule amendments to implement a Canadian WKSI regime. Any future rule amendments will be adopted by the CSA through the normal rule-making process.

The exemptions come into effect on January 4, 2022. Full details of the WKSI criteria and conditions are contained in the local blanket orders and CSA Staff Notice 44-306 Blanket Orders Exempting Well-known Seasoned Issuers from Certain Prospectus Requirements.

Review the press release on the CSA's website.

Review the guidelines.

The report provides issuers with guidance on trends and issues identified during compliance reviews. Key areas of focus in fiscal 2021 included MD&A disclosure, COVID-19 disclosure, mining technical reports, the use of non-GAAP financial measures, as well as diversity on boards and in executive officer positions.

The report also highlights critical policy initiatives affecting reporting issuers’ disclosure, such as proposed changes to the CD requirements to streamline and clarify annual and interim filings, the publication of proposed climate-related disclosure requirements, as well as considerations around broader diversity.

Review the press release and staff notice on the OSC's website.

The new small business finder’s exemption is intended to help small businesses use finders to raise money. It replaces ASC Blanket Order 31-505 Registration Exemption For Trades In Connection With Certain Prospectus-Exempt Distributions (known as the northwestern exemption) and provides a more targeted exemption from the dealer registration requirement for finders. The new exemption includes a number of conditions and better integrates with prospectus exemptions that small businesses in Alberta can rely on.

Details of the new exemption are set out in ASC Notice of Implementation of ASC Blanket Order 31-536, Alberta Small Business Finder’s Exemption and ASC Blanket Order 31-536, Alberta Small Business Finder’s Exemption.

Review the article on Lexology's website.

The notice, which was published by securities regulatory authorities in Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Quebec, Saskatchewan and Yukon (the participating jurisdictions), details review findings from the corporate governance disclosures of 599 non-venture issuers. The notice also outlines new guidance that recommends issuers present certain data related to representation, targets and term limits in a common tabular format to make it easier for investors to identify and evaluate the information.

A few key highlights of the year-over-year findings:

• Twenty-two per cent of total board seats are occupied by women, representing an 11 per cent increase since 2015.
• Eighty-two per cent of issuers have at least one woman on their board, reflecting an increase of 33 per cent over the past seven years.
• Six per cent of issuers have a female chair of their board.
• Sixty per cent of issuers have adopted a policy relating to the representation of women on their board, marking a 45 per cent increase since the existing framework was adopted in 2014.

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

The requirements contemplate disclosure largely consistent with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations. They will improve the comparability of the information issuers disclose and help investors make more informed investment decisions by enhancing climate-related disclosure. The requirements are also intended to address costs associated with reporting across multiple disclosure frameworks, improve access to global markets and facilitate an equal playing field for issuers.

The proposed requirements contemplate disclosure by issuers related to the four core elements of the TCFD recommendations:

• Governance – an issuer’s board’s oversight of and management’s role in assessing and managing climate-related risks and opportunities.
• Strategy – the short-, medium- and long-term climate-related risks and opportunities the issuer has identified and the impact on its business, strategy and financial planning, where such information is material. As a modification from the TCFD recommendations, the proposed disclosure would not include the requirement to disclose “scenario analysis”, which is an issuer’s description of the resilience of its strategy within different climate-related scenarios, including a 2°C or lower scenario.
• Risk management – how an issuer identifies, assesses and manages climate-related risks and how these processes are integrated into its overall risk management.
• Metrics and targets – the metrics and targets used by an issuer to assess and manage climate-related risks and opportunities where the information is material.

Issuers would be required to disclose their Scope 1, Scope 2 and Scope 3 greenhouse gas (GHG) emissions and the related risks, or their reasons for not doing so. The CSA is also consulting on an alternative approach that would require issuers to disclose Scope 1 GHG emissions. Under this alternative, disclosure of Scope 2 and Scope 3 GHG emissions would not be mandatory.

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

Highlights include:

• Investment funds in continuous distribution will only need to file a single streamlined document annually instead of the simplified prospectus and annual information form.
• Investment funds will be required to identify a website where their regulatory disclosures will be posted. This will formalize an existing industry practice, improve investor access to disclosure and potentially create opportunities for additional burden reduction initiatives.
• Investment funds will not be required to file personal information forms with securities regulators as frequently.
• Investment funds will no longer be required to apply to securities regulators for exemptive relief to use the notice-and-access system; from certain conflict of interest rules; and from the requirement to deliver fund facts documents and ETF facts documents for model portfolio products, portfolio rebalancing services and automatic switch programs.

In addition, investment funds will no longer be required to seek regulatory approval for a change of manager or change of control of manager, and will experience fewer instances where regulatory approval to engage in a merger is required. To read more about the full scope of the amendments, please refer to CSA Notice of Amendments Reducing Regulatory Burden for Investment Fund Issuers – Phase 2, Stage 1.

These amendments complete the first stage of the CSA’s initiative to reduce the regulatory burden on investment fund issuers. Subsequent stages will include further examination of the prospectus filing regime; modernizing the continuous disclosure regime; and exploring alternatives to the current requirements for delivering various investment fund related materials. 

Subject to Ministerial Approval where required, most of the amendments will come into force on January 5, 2022, and the remainder on January 6, 2022. There are exemptions available from some of the requirements to give issuers more time to comply.

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