[author: Tiffany Canzano]
On July 19, 2012, the Canadian Securities Administrators (the “CSA”) released CSA Staff Notice 51-337 – Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2012 (the “Notice “) which summarized the results of the CSA’s continuous disclosure review program (the “CDR Program”) for the fiscal year ended March 31, 2012. The Notice is intended to help issuers understand and comply with their obligations, summarize the results of the CDR Program for the fiscal year and provide examples of common deficiencies.
The CDR Program completed a total of 1,248 full or issue-oriented reviews. Issue-oriented reviews, which accounted for 64% of reviews conducted, involved a review of the financial statements and MD&As of select issuers. The issue-oriented review focused largely on whether issuers disclosed how the transition to International Financial Reporting Standards (“IFRS”) affected their financial position, financial performance and cash flow.
Select issuers were also subject to a full review which involves a review of many types of disclosure (e.g. the most recent annual financial statements and interim financial reports, technical disclosure, annual information forms and information circulars). The full review revealed a number of common deficiencies some of which included:
Financial statement deficiencies (e.g. requirements for first-time adoption of IFRS (IFRS 1))
MD&A deficiencies (e.g. use of boilerplate language under discussion of operations, liquidity and general provisions)
Deficiencies in disclosure required by National Instrument 43-101, Standards of Disclosure for Mineral Projects (e.g. incomplete or inadequate disclosure of preliminary economic assessments, mineral resources and mineral reserves, non-compliant certificates and consents from qualified persons for technical reports)
Deficiencies in disclosure required by Form 51-102F6, Statement of Executive Compensation (e.g. use of boilerplate language under item 2.1 (compensation discussion and analysis), failure to disclose the grant date fair value of share-based awards and option-based awards in the summary compensation table)
Overall, 56% of review outcomes required issuers to take action to improve disclosure (compared to 70% in 2011). The CDR Program will focus on the first annual IFRS Report for the fiscal year ended March 31, 2013.
In 2004, the CDR Program was established by the CSA for the purpose of identifying material disclosure deficiencies that affect the reliability and accuracy of an issuer’s disclosure record. The CSA will work with issuers to resolve issues that are identified as a result of the review process. For more information about the CDR Program, please see CSA Staff Notice 51-312 – Harmonized Continuous Disclosure Review Program.