The Canadian Securities Administrators (CSA) have published the
results of their most recent annual review of continuous disclosure
documents filed by Canadian public companies. There are
approximately 4,200 active reporting issuers (public companies) in
Canada (excluding investment funds). For the fiscal year ended
March 31, 2013, CSA members conducted 1,336 continuous disclosure
reviews, consisting of 368 'full' reviews and 968
'issue-oriented' reviews. This represents a 7% increase
compared to the 1,248 continuous disclosure reviews completed
during fiscal 2012, reflecting a greater emphasis on issue-oriented
reviews due to certain CSA jurisdictions examining technical
disclosure (both for mineral projects and oil and gas activities)
and IFRS specific topics on a larger sample of companies. In 47% of
the review outcomes, companies were required to take action to
improve their disclosure, including:
26% of the reviews resulted in 'prospective changes',
requiring companies to make enhancements to their disclosure in
14% of the reviews resulted in companies being required to
amend or re-file certain continuous disclosure documents;
5% of the companies were either ceased-traded, placed on a
default list or referred to enforcement; and
2% of the reviews resulted in companies receiving a letter
alerting them to certain disclosure enhancements that should be
considered in their next filings.
In 53% of the reviews, companies were not required to make any
changes or additional filings.
In 2004, the CSA (the umbrella group of the securities
regulators of Canada's provinces and territories), established
a harmonized program for continuous disclosure reviews, the goal of
which is to improve the completeness, quality and timeliness of
continuous disclosure of public companies in Canada. Under this
program, the CSA uses a risk-based approach to select companies for
review, taking into account the potential harm to Canadian capital
markets if a company fails to provide complete, accurate and timely
disclosure about its business and affairs.
The CSA conducts either a 'full' review or an
'issue-oriented' review of a selected company. A full
review is broad in scope and covers the company's most recent
annual and interim financial statements and MD&A, AIF, annual
report, information circular, press releases, material change
reports, business acquisition reports, website, CEO and CFO
certifications, material contracts and technical disclosure (for an
oil and gas or mining company). An issue-oriented review is an
in-depth review focusing on a specific accounting, legal or
regulatory issue the CSA believes warrants regulatory scrutiny.
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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