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Dec 19, 2003
Securities regulators have taken another significant step toward a uniform legislative and regulatory framework for Canadian public companies with today’s advance notice of a new national rule for continuous disclosure.
The new rule – National Instrument 51-102 Continuous Disclosure Obligations – will eliminate the problem of companies having to meet different disclosure requirements in multiple jurisdictions in which they report, and will form a basis for implementing an integrated disclosure system. The continuous disclosure requirements addressed by NI 51-102 include: financial statements, annual information forms, management’s discussion and analysis (MD&A), material change reports, business acquisition reports and statements of executive compensation.
“The introduction of this new, single harmonized rule demonstrates a cooperative effort by all CSA jurisdictions in establishing a single set of financial reporting and other disclosure requirements for companies that are reporting issuers in more than one jurisdiction,” said Stephen Sibold, Chair of the Canadian Securities Administrators and of the Alberta Securities Commission. “It will enhance the consistency of disclosure available to primary and secondary market investors, and assist in establishing a common approach to regulatory review of continuous disclosure filings.”
Regulators expect that every CSA member will implement the new rule, and with necessary government approvals, the rule will come into force on March 30, 2004.
Last month, regulators issued a notice to all reporting issuers and their professional advisers to advise them of how the changes would affect their reporting obligations.
The new rule requires many companies with a fiscal year starting on or after Jan. 1, 2004 to report their first quarter interim financial statements earlier than before – within 45 days after the end of the quarter, reduced from the current 60 days. Only companies categorized as venture issuers will continue to have 60 days to file their interim reports.
MD&A must be prepared and filed according to the form prescribed by the new rule (Form 51-102F1) starting with first interim periods ending on or after Mar. 31, 2004. The MD&A will have to be filed at the same time as the financial statements. The regulators have also issued a notice indicating that issuers will have the option of filing their annual MD&A for fiscal years beginning before January 1, 2004 in the new form. If they do not use the new form for their annual MD&A, the first interim MD&A they file for fiscal years beginning on or after January 1, 2004 will have to contain all elements of the annual MD&A in Form 51-102F1.
Advance notice of national exemptions from certain continuous disclosure and other requirements for foreign reporting issuers was also released today. National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers details exemptions for foreign issuers.
The CSA is a council of the 13 securities regulators of Canada's provinces and territories. It coordinates and harmonizes regulation for the Canadian capital markets. More information is available at the CSA website, www.csa-acvm.ca.
Media relations contacts:
Alberta Securities Commission
B.C. Securities Commission
1-800-373-6393 (B.C. & Alberta only)
Ontario Securities Commission
Commission des valeurs mobilières du Québec
1-800-361-5072 (Quebec only)
Manitoba Securities Commission
1-800-655-5244 (Manitoba only)