The Canadian Securities Administrators (CSA) announced on May 1, 2020 it is providing public companies with temporary blanket relief from certain filing and delivery requirements, which are generally tied to the sending of materials for annual general meetings (AGMs) of public companies. Ontario Instrument 51-504 ‘Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials’ provides this relief in Ontario.
The CSA is giving public companies until December 31, 2020 to file their executive compensation disclosure. The CSA is also providing companies with temporary relief from the requirements to send, or send upon request, copies of their annual or interim financial statements and management’s discussion and analysis (MD&A) to investors within certain time periods.
Under securities legislation, public companies must meet several deadlines tied to sending investors a management information circular for their AGM. These include requirements to file executive compensation disclosure within 140 days (non-venture companies) or 180 days (venture companies) of their year end. Additionally, public companies that have not sent an annual request form must, within 140 days of their year end, send copies of their annual financial statements and MD&A. Upon request, public companies must also send copies of their annual or interim financial statements and MD&A to investors. The CSA is implementing the relief through local blanket orders that are substantially harmonized across the country.
Companies that intend to delay filing their executive compensation disclosure must first issue a news release disclosing that they intend to do so and should consult the blanket orders to ensure that they comply with the conditions for the relief. Companies are expected to provide investors with sufficient lead time to review executive compensation disclosure before their AGM.
For more details please see: https://www.osc.gov.on.ca/en/NewsEvents_nr_20200501_csa-provide-temporary-relief-public-companies-delayed-annual-meetings-covid-19.htm.
For more information, please call Barbara Hendrickson at BAX Securities Law (647) 403 – 4606.
This publication is not intended to constitute legal advice. No one should act on it or refrain from acting on it without consulting with a lawyer. BAX does not warrant or guarantee the accuracy or currency or completeness of the publication. No part of this publication may be reproduced without the prior written permission of BAX Securities Law.