NI 45-106 Would Consolidate and Harmonize Private Placement Prospectus and Registration Exemptions Across Canada

Posted on February 17, 2005

Members of the Canadian Securities Administrators (CSA) recently published for comment proposed National Instrument 45-106 - Prospectus and Registration Exemptions (the Instrument).

Substance and Purpose

The Instrument is intended to:

  • consolidate and harmonize the prospectus and registration exemptions contained in various provincial statutes and national, multilateral and local instruments, and the disclosure and filing requirements associated with those exemptions, into a single national instrument;

  • repeal or make consequential amendments to a number of national and multilateral instruments;

  • modify the existing exemptions to make them more concise and consistent; and

  • create new exemptions for relatively routine exemptive relief applications.

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CSA Provides Guidance on Enhanced Disclosure of Retirement Benefits

Posted on February 17, 2005
On January 14, 2005, CSA Staff Notice 51-314 - Retirement Benefits Disclosure (the Notice1 was issued to provide guidance to those issuers who choose to provide enhanced disclosure of retirement benefits payable to executives that goes beyond the strict securities law requirements specified in Form 51-102F6 Statement of Executive Compensation of National Instrument 51-102 Continuous Disclosure Obligations (the Form). The release of the Notice follows increased recent public attention to the pension portion of corporate executives' remuneration packages.

Additional disclosure considered by some issuers might include information about the value of certain retirement benefit plans, for example, supplementary executive retirement plans (SERPs). According to the Form, an issuer is required to provide general information regarding estimated annual benefits payable under defined benefit plans. An issuer must also disclose certain other information, including the relationship between the amount of compensation covered under the plan and the compensation reported elsewhere in the proxy circular, as well as the estimated credited years of service for each named executive officer.

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