Canada: CSA Announce Results Of Continuous Disclosure Review For Fiscal 2015

The Canadian Securities Administrators (CSA) recently published the results of their annual Continuous Disclosure Review Program for the fiscal year ended March 31, 2015. The CSA completed 778 issue-oriented reviews and 280 full reviews, as a result of which 59% required action by the reporting issuer to improve its disclosure or resulted in the issuer being referred to enforcement, cease traded or placed on the defaulting issuers list, down from 60% in 2014.

The CSA noted common deficiencies, and identified certain "hot button" issues, in the following disclosure documents: (i) financial statements; (ii) Management's Discussion and Analysis (MD&A); and (iii) several other areas of disclosure including material contracts, material change reports, news releases and disclosure relating to mineral projects.1 Within those common deficiencies, described in further detail below, was a recurring theme that the CSA expect meaningful disclosure from issuers, not boilerplate.

Financial Statements

Operating Segments. A number of issuers failed to disclose sufficient information regarding (i) geographic areas (particularly revenues from external customers), and (ii) major customers (particularly where a single customer represents 10% or more of total revenues). The CSA noted that such information is required in order to enable investors to evaluate the nature and financial effects of an issuer's business activities and the economic environments in which it operates.

Business Combinations. A significant portion of the purchase price of an acquired business was commonly reported in goodwill, without separate identification and assignment of a value to other intangible assets. The CSA noted that proper allocation is important as it may impact an issuer's accounting for intangibles in its financial statements.

Fair Value Measurement. A number of issuers failed to disclose a description of the valuation technique and inputs used for certain fair value measurements.

Impairment of Assets. In the view of the CSA, some issuers did not meet the requirements for disclosure relating to impairment of assets, including the use of reasonable and supportable assumptions in making projections and disclosure of significant judgments and uncertainties.

Management's Discussion and Analysis

Liquidity and Capital Resources. Some issuers failed to provide sufficient analysis of their liquidity and capital resources, in some cases reproducing information from financial statements without meaningful discussion and analysis. The CSA noted that this section of the MD&A is meant to enable investors to assess how the issuer will meet its obligations and objectives and should, therefore, especially for issuers with negative cash flows from operations, a negative working capital position or a deteriorating financial condition, provide an analysis of the issuer's ability to generate sufficient liquidity and its capital resources.

Results of Operations. The CSA continued to identify boilerplate disclosure, repetition of information from financial statements and insufficient explanation of year-over-year changes. The CSA noted that this section of the MD&A should provide a narrative explanation of how the issuer performed during the period, including analysis of applicable commitments, risks, uncertainties and trends.

Related Party Transactions. The CSA identified deficiencies in issuers' disclosure of related party transactions, noting that disclosure must be specific and detailed, not a repetition of the financial statements, and must disclose the identity of the related party and the transaction's business purpose.

Certification of Disclosure. The CSA identified common inconsistencies between certificates of annual and interim filings required by National Instrument 52-109 – Certificate of Disclosure in Issuers' Annual and Interim Filings and the disclosure in the same issuer's MD&A.

Forward Looking Information (FLI) and Non-GAAP Measures. Issuers continued to use FLI and Non-GAAP Measures in MD&A, as well as in news releases, websites, marketing materials and other documents, without clear identification or the required disclosure or cross-reference. The CSA noted that investors may be misled by a failure to provide the required disclosure or cross-reference.

REIT Distributions. A number of REITs that declare distributions exceeding cash flow from operations did not disclose, among other things, the nature of such excess distributions and how they were financed.

Other Regulatory Disclosure Deficiencies

Material Contracts and Material Change Reports (MCRs). Issuers continued to not file material contracts and MCRs either within the required timelines or at all. The CSAs' analysis in this regard was based on their view of whether a particular contract was material or a particular event was a material change.

Filing of News Releases. The CSA identified news releases containing unbalanced and promotional disclosure and reminded issuers that news releases should provide investors with comprehensive, factual and balanced disclosure, without promotional commentary. In addition, the CSA noted a common failure to issue a news release upon deciding to refile or restate a continuous disclosure document. The requirement to issue such a news release is triggered by the decision to refile the document, where the information differs materially from the information originally filed, and not by the refiling itself.

Mining Issuer Investor Presentations. The CSA reviewed investor presentations available on the websites of certain mining issuers and identified deficiencies relating to several items that must be included in order to comply with National Instrument 43-101 – Standard of Disclosure for Mineral Projects.


1. The results are described in detail in CSA Staff Notice 51-344 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2015.

The content of this article does not constitute legal advice and should not be relied on in that way. Specific advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions