On April 9, 2015, the Canadian Securities Administrators (CSA)
announced the adoption of amendments to continuous disclosure,
governance and prospectus disclosure requirements (the Amendments).
Most of the Amendments streamline the disclosure requirements for
venture issuers and aim to reduce some of the difficulties
experienced by smaller issuers that generally have fewer resources
available to comply with the requirements associated with public
company status. The Amendments have two principal objectives: (i)
to reflect the needs and expectations of venture investors by
eliminating information that is less valuable to them and (ii) to
allow management of venture issuers to focus on the growth of their
businesses while maintaining an acceptable level of governance
safeguards. In the opinion of the CSA, "the amendments strike
an appropriate balance between an investor's need for
disclosure and the venture issuer's need for a streamlined and
efficient disclosure system."
Some of the Amendments will have an impact on non-venture
issuers, including mining issuers.
Highlights of the Amendments
The highlights of the Amendments are set out below:
Venture issuers will be permitted to file reports in the form
of quarterly highlights instead of interim management's
discussion & analysis, whether or not they had significant
revenues in the most recently completed financial year.
Venture issuers will be required to file executive compensation
disclosure within 180 days of their financial year-end and will be
allowed to elect a much simpler form of disclosure for executive
and director compensation arrangements.
The thresholds for venture issuers to prepare a business
acquisition report (a BAR) will be increased to 100%, from 40%, and
they will no longer be required to prepare pro forma financial
statements for inclusion in the BAR.
Venture issuers will have to form audit committees composed of
at least three members, a majority of whom may not be executive
officers, employees or control persons, except in certain
Venture issuers conducting an initial public offering (IPO)
will only be required to present two-year audited financial
statements in their IPO prospectuses.
Non-venture issuers that are required to send management
information circulars will be required to file executive
compensation disclosure within 140 days of their financial
The form of disclosure required to be included in an annual
information form for issuers with mineral projects will be
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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