On May 1, 2020, the Canadian Securities Administrators (CSA) issued a news release, announcing local blanket orders (Blanket Orders) for market participants in connection with meetings delayed as a result of the COVID-19 crisis. This relief is in addition to the relief announced March 23, 2020, by the CSA with respect to certain reporting deadlines and further clarified by CSA Staff Notice 51-360.
Pursuant to the Blanket Orders, public companies are relieved from filing the executive compensation disclosure required by section 9.3.1(1) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) until December 31, 2020. This exemption allows companies that are delaying their annual meetings (and therefore their management information circulars) to also delay completion and filing of their executive compensation disclosure which is usually contained in their information circulars. Similar to the requirements in the previously announced relief by the CSA, a public company must issue a news release on SEDAR of its intention to rely on this exemption, in advance of the usual filing deadline for its executive compensation disclosure under section 9.3.1(2.2) of NI 51-102.
The CSA has also provided an exemption from: (i) the requirement of section 4.6(1) of NI 51-102 for a reporting issuer to send a request form annually to its securityholders, other than holders of debt instruments, and (ii) the requirement of sections 4.6(3) and 5.6(1) of NI 51-102 for a reporting issuer to send annual financial statements and MD&A, or interim financial reports and MD&A, to its securityholders, other than holders of debt instruments, who requested them, by the deadlines set out in section 4.6(3) of NI 51-102 (send-on request requirements), in respect of annual financial statements and MD&A, provided that the reporting issuer sends to its securityholders (other than holders of debt instruments), its financial statements and MD&A on or before December 31, 2020 and in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer.
A reporting issuer is also exempt from the send-on request requirements for requests received before December 31, 2020, provided that the reporting issuer sends a copy of any requested financial statements and MD&A to the securityholders that made the request as soon as reasonably practicable after the applicable sending deadline set out in section 4.6(3) of NI 51-102.
The CSA updated the previously announced CSA Staff Notice 51-360 to reflect the above-noted relief, and clarified that any issuers that rely on CSA relief with respect to continuous disclosure filings may also delay paying any associated filing fees and will not be noted in default as a result, provided that the applicable filing and fee payment is made within the extension period.
Other Fasken resources that may also be helpful to issuers include:
- Annual Meetings During the Pandemic: All OBCA corporations now have option to delay and go virtual
- Virtual AGM Proxy Season: Key Takeaways to Date
- 2020 Annual Meetings – Notice from Corporations Canada
- Diving Deeper: AGM Developments in the Context of COVID-19
- Several Issuers Using CSA’s Local Blanket Relief From Reporting Deadlines