Unofficial Consolidation: Companion Policy 51-801CP Implementing NI 51-102 Continuous Disclosure Obligations

Companion Policy 51-801CP
Implementing NI 51-102 Continuous Disclosure Obligations

Introduction

1.1         The purpose of this Companion Policy is to provide information relating to the manner in which the Ontario Securities Commission (The Commission”) interprets or applies certain provisions of Commission Rule 51-801 Implementing National Instrument 51-102 Continuous Disclosure Obligations (the “Implementing Rule”) and National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”).

Interrelationship between NI 51-102 and the Securities Act Ontario (the “Act”)

1.2         NI 51-102 is intended to provide a single source of harmonized continuous disclosure obligations for reporting issuers other than investment funds. As a result, NI 51-102 sometimes repeats (without any substantive change) certain requirements that are also dealt with in the Act under Part XVIII Continuous Disclosure and Part XIX Proxies and Proxy Solicitation. In addition NI 51-102, through the Implementing Rule, varies or adds to some of the requirements contained in Parts XVIII and XIX of the Act. The cumulative effect of NI 51-102 and the Implementing Rule is that NI 51-102 supersedes the requirements applicable to reporting issuers (other than investment funds) found in Parts XVIII and XIX (other than sections 76 and 87 of the Act, the subject matter of which are not dealt with in NI 51-102). Reporting Issuers can and should therefore refer to NI 51-102 in place of the requirements contained in Parts XVIII and XIX of the Act (other than sections 76 and 87).