On July 27, 2017, the Canadian Securities Administrators (CSA) announced in CSA Staff Notice 51-351 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2017 that a CSA Staff Notice detailing the results of the continuous disclosure review program (CD Review Program) will be published every two years instead of annually. As a result, there will be no CSA Staff Notice related to the CD Review Program for the fiscal year ended March 31, 2017 and instead the next CSA Staff Notice will be for the fiscal year ended March 31, 2018.

CSA Staff Notices regarding the results of the CD Review Program are aimed at providing an overview of common continuous disclosure deficiencies. Further details regarding the CD Review Program can be found in CSA Staff Notice 51-312 (revised) Harmonized Continuous Disclosure Review Program and have been summarized below.

In 2004, the CSA established the CD Review Program. The goal of the CD Review Program is to improve the completeness, quality and timeliness of continuous disclosure by reporting issuers in Canada. The CD Review Program educates issuers during continuous disclosure reviews and identifies material disclosure deficiencies and questionable transactions that affect the reliability and accuracy of an issuer’s disclosure record.

Under the CD Review program, the principal regulator is responsible for reviewing the issuer’s continuous disclosure record and taking further steps related to continuous disclosure compliance. The CSA uses a risk-based approach to select issuers to review and to determine the type of reviews to conduct, which can either be a “full” review or an “issue-oriented” review. Staff review the overall quality of the issuer’s disclosure, and in particular, assess whether there is sufficient information for the reader to understand the issuer’s financial performance, financial position, business risks and future prospects. Issues identified during the review are typically communicated to the issuer through a comment letter, which then invites the issuer to provide a written response.


Continue Reading The CSA’s Continuous Disclosure Review Program

In October 2013, the Canadian Securities Administrators proposed amendments to the auditor oversight rules with the aim of strengthening public confidence in the integrity of financial reporting by reporting issuers. The final version was announced in a recent notice and substantially mirrors the October 2013 version.  Subject to ministerial approvals, National Instrument 52-108 Auditor Oversight

On May 22, 2014 the Canadian Securities Administrators (CSA) published, for a 90 day comment period, proposed amendments to National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), National Instrument 41-101 General Prospectus Requirements (NI 41-101) and National Instrument 52-110 Audit Committees (NI 52-110) (collectively, the Proposed Amendments). In July 2011 and September 2012, the