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Proposed National Instrument 52-112, Non-GAAP and Other Financial Measures Disclosure [ED]

Comments period ends June 27, 2020

Pro­posed ef­fec­tive date:

Not spec­i­fied

Last up­dated:

June 2020

 

Overview

On September 6, 2018, the Canadian Securities Administrators (CSA) published for comment Proposed National Instrument 52-112, Non-GAAP and Other Financial Measures Disclosure (the Proposed Instrument), which establishes disclosure requirements for issuers that disclose non-GAAP and other financial measures. These measures often lack standardized meanings, resulting in potentially misleading or confusing disclosure.

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 has been 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.

For further details refer to the press release on the CSA's website and the Proposed National Instrument on the CSA members’ website.

 

Recent activities

March 2020

On March 18, 2020, the CSA announced that all CSA proposals currently out for comment will have their comment periods extended by 45 days.

February 2020

On February 13, 2020, the CSA published a second notice and request for comment on revisions to a proposed rule for Non-GAAP and Other Financial Measures. The rule would establish disclosure requirements for issuers that disclose non-GAAP and other financial measures, which often lack standardized meanings, resulting in potentially misleading disclosure. Comments are requested by May 13, 2020.

September 2018

On September 6, 2018, the CSA published for comment Proposed National Instrument 52-112, Non-GAAP and Other Financial Measures Disclosure, which establishes disclosure requirements for issuers that disclose non-GAAP and other financial measures.

 

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.