Tag Archives: Canadian Securities Administrators

Drawing the line on diversity

After three years of attempting to foster gender diversity in C-suites and boardrooms by asking listed companies to “comply” with voluntary targets for women’s representation or “explain” why they aren’t doing so, Canada’s securities regulators are facing up to the facts: it isn’t working. Has the time for “comply or else” arrived?
By Mai Nguyen
December 13th, 2017

On Oct. 24, the Ontario Securities Commission held a roundtable on the 22nd floor of the OSC’s downtown Toronto office to discuss the results of the Canadian Securities Administrators’ annual report on women’s representation on public company boards. There was … Continue reading

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Who’s writing your climate narrative?

We hear a lot about climate-related divestment in energy, but investors are paying increasing attention to climate change risk in all sectors. If your disclosure is poor, it leaves you offside and out of the loop
By Mai Nguyen
May 18th, 2017

On Easter Monday, Suncor Energy Inc. quietly released a 15-page report that laid out several plausible climate futures and how it plans to stay “climate resilient” in a low-carbon economy. In a note addressed to shareholders, CEO Steve Williams wrote: … Continue reading

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Good quarterly earnings releases pay dividends

Observe the three Cs of a great earnings release—clarity, context and consistency—and your reporting will be remembered for the right reasons, even if your actual results are best left forgotten
By Chaya Cooperberg
October 10th, 2016

Writing an effective earnings announcement is challenging enough when financial results meet expectations, and abjectly painful when management needs to explain a miss or temper its outlook. No wonder these documents come under such scrutiny: CEOs and CFOs labour over … Continue reading

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A not-so-foreign affair

The SEC’s new CEO pay-ratio disclosure rule for U.S.-listed companies may not apply to Canadian issuers, but if you think it won’t have an impact here on the way compensation is talked about, scrutinized and calculated, you better think again
By Ken Mark
October 10th, 2015

What’s in a number? Quite a lot, based on the U.S. Securities and Exchange Commission’s implementation in August of a rule requiring all firms listed on U.S. stock exchanges to calculate and disclose the ratio of their CEO’s total annual … Continue reading

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Balancing disclosure and defence

Not all activists are bad and not all companies are good—but an early warning system without a 5% disclosure threshold leaves issuers unfairly disadvantaged and underprotected
By Chaya Cooperberg
December 18th, 2014

At a recent Ontario Securities Commission event in Toronto, celebrity hedge-fund manager Bill Ackman of Pershing Square Capital noted that Canada is a more accommodating environment for shareholder activists than the U.S. “It’s a better regime in almost every measure,” … Continue reading

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M&A rules get an overhaul

The Canadian Securities Administrators, with unanimous provincial support, is proposing new rules on takeover bids. Target boards and shareholders will get more leverage, bidders will need to rethink strategy
By John Greenwood
October 30th, 2014

Big changes often start imperceptibly until suddenly they become fact, part of the landscape. That’s a good description for the Canadian Securities Administrators’ recently proposed changes to regulations on takeover bids and shareholder rights plans which, assuming they’re adopted, will … Continue reading

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Proxy voting: no quick fix

The CSA gets full marks for making its review of the shareholder proxy voting system a priority. But can it get the participants on the same page?
By Jim Middlemiss
April 21st, 2014

The Canadian Securities Administrators’ consultation paper on the messy proxy voting arena (Consultation Paper 54-401: Review of the Proxy Voting Infrastructure), which last summer kicked off an extended review of the proxy system, is revealing a deep divide among the … Continue reading

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First a scolding, then the scrutiny

Experts warn junior mining issuers that securities regulators are stepping up enforcement and penalties for inadequate disclosure after finding high rates of noncompliance
By Ken Mark
March 4th, 2014

Many Canadian listed mining issuers used to find filing market regulator reports to be a bore and a chore. That’s all about to change. Canadian regulators are stepping up the vigilance of their monitoring and enforcement after reporting troubling levels … Continue reading

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The end of shareholder ownership surprises?

Proposed amendments to the CSA’s ownership disclosure “early warning system” would create a level field for all investors and help companies prepare for activists
By Chaya Cooperberg
September 16th, 2013

Much of the investment community takes a breather during the summer. Trading volumes thin out while arteries out of the city clog. Yet this year, even as the longer, warmer days brought a respite from harried investor portfolios, some new … Continue reading

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Poison pills get a boost

Proposed shareholder rights rules will help target companies fend off hostile bids
By Paul Brent
April 12th, 2013

Two new, competing proposals from Canadian regulators on poison pills promise to create new guidelines that are more predictable for target companies and tougher on hostile bidders who have made Canada a corporate hunting ground in recent years. The first … Continue reading

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Proxy advisers face restraints

The Canadian Securities Administrators got a frothy response when it asked for feedback on potential regulation of proxy advisory firms. Experts predict voluntary guidelines sometime in 2013 with firmer rules down the road
By Julie Cazzin
December 20th, 2012

It’s been six months since the Canadian Securities Administrators (CSA) put out consultation paper 25-401 Potential Regulation of Proxy Advisory Firms, which aims to address concerns about the services provided by proxy advisory firms (PAs) and their potential impact on … Continue reading

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Venture issuers await the simple life

New disclosure regulations that better serve small issuers and their investors are now closer to reality
By Joel Kranc
December 19th, 2012

Any company with a “V” appended to its stock symbol knows that the cost of compliance, not to mention the time it requires, can be a burden. True, ensuring transparency, providing access to timely information and financial records for the … Continue reading

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The risk behind the reward

The CSA has amended its executive compensation disclosure guidelines. Issuers must now disclose details about compensation risk and compensation committee expertise; they might also want to rethink their disclosure overall
By Ken Hugessen
December 19th, 2011

Again this year, the Canadian Securities Administrators has issued amendments to executive compensation disclosure guidelines with compliance required for the 2012 proxy season. Following a more comprehensive set of changes in 2008, these latest amendments are more limited, with a … Continue reading

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