The Canadian Securities Administrators (CSA) have revised Staff
Notice 52-306 Non-GAAP Financial Measures
("Staff Notice") to provide additional
guidance to issuers using non-GAAP financial measures in continuous
Clarification of What Constitutes a Non-GAAP Financial
A non-GAAP financial measure is a numerical measure:
of an issuer's historical or
future financial performance, financial position or cash flow that
is not specified, defined or determined under the issuer's
that is not presented in an
issuer's financial statements.
If a performance measure is calculated using financial
information extracted directly from the issuer's financial
statements, it will not be considered to be a non-GAAP financial
measure. For example, if EBITDA is or will be presented as a
subtotal in an issuer's financial statements, it will not be
considered to be a non-GAAP financial measure requiring additional
disclosure. In addition, non-financial performance measures (such
as the number of subscribers) are not considered to be non-GAAP
The requirements for disclosure that should accompany non-GAAP
financial measures remain largely similar to those in previous
iterations of this Staff Notice, though the CSA have confirmed that
a non-GAAP financial measure should be named in a way that
distinguishes it from items under the issuer's GAAP and in a
way that is not misleading. For example, if presenting EBITDA as a
non-GAAP financial measure, it would be misleading to exclude
amounts for items other than interest, taxes, depreciation and
Presentation of Additional Subtotals
Where an issuer presents additional subtotals from its financial
statements in a press release or other location outside of the
financial statements before the financial statements are filed on
SEDAR, management should explain the composition of the subtotals
including a copy of the financial
statement containing the additional subtotals, or
reconciling the additional subtotals
to the most directly comparable IFRS line item that will be
presented in the financial statements.
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.
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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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