Continuous Disclosure Guide - 2011

Over the past year, regulators have issued a number of notices providing guidance and suggested best practices relevant to continuous disclosure, most notably relating to the transition to IFRS effective January 1, 2011. Meanwhile, groups such as the Canadian Coalition for Good Governance and ISS have also released model policies and guidance on such topics as executive and director compensation, proxy disclosure, "say on pay" and majority voting. We have created this 2011 Canadian Public Company Disclosure Reference Guide to assist you in preparing your 2010 annual disclosure, including financial statements, MD&A, AIFs and information circulars. This guide sets out the main sources of the disclosure requirements along with relevant guidance, best practices and policies, as applicable.

Type of Filing

Principal Form / Source of Disclosure Requirement

Current Issues / Guidance

Financial Statements

NI 51-102 Continuous Disclosure Obligations for financial years beginning before January 1, 2011 (pre-IFRS)

NI 51-102 Continuous Disclosure Obligations for financial years beginning on or after January 1, 2011 (IFRS)

NI 52-107 Acceptable Accounting Principles and Auditing Standards(Part 3 – IFRS, Part 4 – pre-IFRS)

Transition to IFRS

Other subject-specific guidance

General guidance and best practices

Upcoming proposals and amendments

MD&A

51-102F1 (pre-IFRS) | 51-102F1 (IFRS)

AIF

51-102F2 (pre-IFRS) | 51-102F2 (IFRS)

CEO and CFO Certifications

NI 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (pre-IFRS)

Certificates (pre-IFRS)

NI 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (IFRS)

Certificates (IFRS)

Information / Proxy Circular

51-102F5 (pre-IFRS) | 51-102F5 (IFRS)

  • include disclosure required by NI 58-101
     
  • include cross-reference to issuer’s AIF as per NI 52-110 in cases of management information circular to elect directors

NI 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer

Upcoming proposals and amendments

Statement of Executive Compensation

 

51-102F6 (pre-IFRS) | 51-102F6 (IFRS)

Upcoming proposals and amendments

Corporate Governance Disclosure

NI 58-101 Disclosure of Corporate Governance Practices

NI 58-101F1

NI 58-101F2 (Venture Issuers)

NP 58-201 Corporate Governance Guidelines

Upcoming proposals and amendments

Oil and Gas and Resource Issuers

National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities

NI 43-101 Standards of Disclosure for Mineral Projects

Continuous Disclosure Reviews

 

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