The Canadian Securities Administrators (CSA) recently published CSA Staff Notice 51-364 Continuous Disclosure Review Program Activities for the fiscal years ended March 31, 2022 and March 31, 2021 (the Staff Notice, the Review), a biennial review of its continuous disclosure program.
The Review assesses reporting issuers’ compliance with securities laws, with the objective of improving the completeness and quality of their disclosures. It includes results from recent reviews assessing compliance with certain aspects of non-GAAP (Generally Accepted Accounting Principles) and other financial measures disclosure requirements.
Common deficiencies reported by the Review included:
- Financial Statements: compliance with the recognition, measurement, presentation, classification, and disclosure requirements in IFRS (International Financial Reporting Standards) including revenue recognition, disclosure of expected credit losses, disclosure of business combinations and disclosure of reportable segments.
- MD&A: compliance with Form 51-102F1 Management’s Discussion & Analysis including forward-looking information, discussion of operations specific to development and/or early-stage issuers, and non-GAAP and other financial measures.
- Other Regulatory Requirements: compliance with other regulatory matters including overly promotional disclosure pertaining to environmental, social and governance (ESG) matters, audit committee requirements, inconsistencies throughout continuous disclosure documents, required disclosures in a reverse takeover transaction and mineral project disclosure.
CSA Staff Notice 51-364 Continuous Disclosure Review Program Activities for the fiscal years ended March 31, 2022 and March 31, 2021 is available for download from websites of CSA Members.
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.