The Canadian Securities Administrators recently published a
Staff Notice which outlines the results1 of a review of
publicly-traded issuers' compliance with corporate governance
disclosure obligations2. Staff of the securities
regulatory authorities in Ontario, British Columbia, Manitoba and
Quebec reviewed the corporate governance disclosure practices of 72
reporting issuers (46 of which were TSX-listed issuers, with the
balance being TSX Venture issuers) and concluded that the level of
non-compliance with the applicable disclosure requirements was
"unacceptable". Staff reported that 55% of the issuers
reviewed were required to make enhancements to their future
corporate governance disclosures.
The CSA's 2010 survey was intended to build on the results
of a similar survey conducted in 2007. This year's survey
recognized that issuers have made significant efforts to comply
with the applicable corporate governance disclosure requirements
since 2007 but concluded that issuers still need to further improve
the quality of their disclosure.
The survey identifies a number of specific problem areas of
independence of directors;
position descriptions for chairs and CEOs;
nomination procedures for new directors, orientation programs
offered for new directors and continuing education programs for
compliance with codes of ethics.
The Staff Notice provides specific examples of deficient
disclosure in these areas and explains how issuers can improve
their disclosure in order to better comply with the applicable
We encourage issuers, in preparing management information
circulars for the 2011 proxy season, to be mindful of the published
views of the securities regulators regarding appropriate
governance-related disclosures and in particular, the concerns
raised in the Staff Notice.
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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