Canadian securities regulators provide temporary relief to public companies with delayed annual meetings due to COVID-19

Toronto – The Canadian Securities Administrators (CSA) announced today it is providing public companies with temporary blanket relief from certain filing and delivery requirements, which are generally tied to the sending of materials for annual general meetings (AGMs).

With this conditional temporary relief, the CSA is giving public companies until December 31, 2020 to file their executive compensation disclosure. The CSA is also providing companies with temporary relief from the requirements to send, or send upon request, copies of their annual or interim financial statements and management’s discussion and analysis (MD&A) to investors within certain time periods.

“Some public companies are delaying their annual general meetings because of the pandemic and may also need more time to respond to requests from investors for copies of disclosure documents,” said Louis Morisset, CSA Chair and President and CEO of the Autorité des marchés financiers. “This relief provides more flexibility to companies to prepare, file and mail disclosure documents. Companies are still responsible for providing their securityholders with the same disclosure these investors would normally receive ahead of an annual meeting.”

Under securities legislation, public companies must meet several deadlines tied to sending investors a management information circular for their AGM. These include requirements to file executive compensation disclosure within 140 days (non-venture companies) or 180 days (venture companies) of their year end. Additionally, public companies that have not sent an annual request form must, within 140 days of their year end, send copies of their annual financial statements and MD&A. Upon request, public companies must also send copies of their annual or interim financial statements and MD&A to investors.  

The CSA is implementing the relief through local blanket orders that are substantially harmonized across the country. Market participants can view these orders on CSA members’ websites.

Companies that intend to delay filing their executive compensation disclosure must first issue a news release disclosing that they intend to do so and should consult the blanket orders to ensure that they comply with the conditions for the relief. Companies are expected to provide investors with sufficient lead time to review executive compensation disclosure before their AGM.

Issuers and their counsel are encouraged to contact their principal regulator with any questions.

The CSA, the council of the securities regulators of Canada’s provinces and territories, co- ordinates and harmonizes regulation for the Canadian capital markets.