Continuous Disclosure Obligations
Securities regulators in Canada are releasing six new rules to address investor confidence and uphold the reputation of Canada's capital markets. The new rules adopt National Instruments 51-102, 52-107, 52-108 and 71-102 and Multilateral Instruments 52-109, and 52-110. These new rules will take effect March 30, 2004 subject to receipt of provincial ministerial approvals.
The Ontario Securities Commisison has prepared a web-based presentation (external link) summarizing many of the new requirements.
- CSA Fact Sheet Summarizes many of the key changes to the continuous disclosure regime and provides general guidance.
- CSA Multilateral Staff Notice 57-302 Failure to File Certificates under Multilateral Instrument 52-109
- CSA Staff Notice 42-303 Prospectus Requirements
- CSA Staff Notice 51-311 FAQs NI 51-102
- CSA Staff Notice 51-314 Retirement Benefits Disclosure
- Blanket Order 51-502 Venture Issuers traded on Certain Foreign Markets
- Rule 51-801 Implementing NI 51-102 Continuous Disclosure Obligations
- Rule 51-102 Continuous Disclosure Obligation Applies to all reporting issuers other than investment funds. Investment Funds will be governed by NI 81-106 Investment Fund Continuous Disclosure.
- NI 51-102 Continuous Disclosure Obligation
- Companion Policy 51-102CP
- Form 1 Management Discusion and Analysis
- Form 2 Annual Information Form
- Form 3 Material Change Report
- Form 4 Business Acquisition Report
- Form 5 Information Circular
- Form 6 Statement of Executive Compensation
- Rule 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency Applies to all reporting issuers other than investment funds. Investment funds will be governed by NI 81-106 Investment Fund Continuous Disclosure. NI 52-107 also applies to registrants that deliver financial statements to a commission.
- NI 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency
- Companion Policy 52-107CP
- Rule 52-108 Auditor Oversight Reporting issuers that file their financial statements accompanied by an auditor's report, must have the audit report signed by an auditor registered with the Canadian Public Accountability Board (CPAB) and in compliance with any restrictions or sanctions imposed by the CPAB.
- Rule 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings This instrument requires CEOs and CFOs of reporting issuers to personally certify certain matters with respect to the annual and interim filings of the reporting issuer.
- MI 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
- Companion Policy 52-109CP
- Form 52-109FT1 Certification of Annual Filings during Transition Period
- Form 52-109F1 Certification of Annual Filings
- Form 52-109FT2 Certification of Interim Filings during Transition Period
- Form 52-109F2 Certification of Interim Filings
- Rule 52-110 Audit Committees This will require every reporting issuer to have an audit committee to which the external auditor must directly report. Certain exemptions are provided for venture issuers, controlled companies and US listed issuers.
- MI 52-110 Audit Committees
- Form 52-110F1 Audit Committee Information Required in an AIF
- Form 52-110F2 Disclosure by Ventrue Issuers
- Companion Policy 52-110CP
- Rule 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers Provides broad relief from NI 51-102 for two sub-categories of foreign reporting issuers: SEC foreign issuers and other designated foreign issuers. This does not apply to investment funds.
- NI 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers
- Companion Policy 71-102CP
Contacts:
Donna Gouthro
Securities Analyst
Phone: (902) 424-7077
E-Mail: gouthrdm@gov.ns.ca
Frank Mader
Staff Accountant
Phone: (902) 424-5343
E-Mail: maderfa@gov.ns.ca
Bill Slattery
Deputy Director, Corporate Finance
Phone: (902) 424-7355
E-Mail: slattejw@gov.ns.ca