CSA Notice: 51-322 - Reporting Issuer Defaults
CSA Notice: 51-322 - Reporting Issuer Defaults
CANADIAN SECURITIES ADMINISTRATORS NOTICE 51-322
REPORTING ISSUER DEFAULTS
Purpose of notice
The Canadian securities regulatory authorities have developed a harmonized list of deficiencies that will generally result in a reporting issuer being noted in default of the securities laws of a particular jurisdiction. This notice describes those deficiencies.
Categories of default
The circumstances under which the securities regulatory authorities will consider a reporting issuer to be in default are:
1. The reporting issuer has failed to file the following continuous disclosure prescribed by securities laws:
(a) annual financial statements;
(b) interim financial statements;
(c) annual or interim management's discussion and analysis (MD&A) or annual or interim management report of fund performance (MRFP);
(d) annual information form (AIF);
(e) certification of annual or interim filings under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (MI 52-109);
(f) proxy materials or a required information circular;
(g) issuer profile supplement on the System for Electronic Disclosure By Insiders (SEDI);
(h) material change report;
(i) written update after filing a confidential report of a material change;
(j) business acquisition report;
(k) annual oil and gas disclosure prescribed by National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101) or technical reports for a mineral project required under National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101);
(l) mandatory news release;
(m) corporate governance disclosure as required by National Instrument 58-101 Disclosure of Corporate Governance Practices;
(n) audit committee disclosure as required by Multilateral Instrument 52-110 Audit Committees or BC Instrument 52-509 Audit Committees; or
(o) disclosure in an issuer's MD&A relating to disclosure controls and procedures and their effectiveness that is referred to in a certificate filed under MI 52-109.
2. The reporting issuer's continuous disclosure is deficient because:
(a) the financial statements of the reporting issuer, or the auditor's report accompanying the financial statements, do not comply with the requirements of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) or National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency;
(b) the reporting issuer has acknowledged that its financial statements, or the auditor's report accompanying the financial statements, may no longer be relied upon;
(c) the reporting issuer's AIF, MD&A, MRFP, information circular or business acquisition reports do not contain information for each of the content items required by NI 51-102 or NI 81-106; or
(d) the reporting issuer's technical disclosure or other reports do not comply with the disclosure requirements of NI 43-101 or NI 51-101.
3. The reporting issuer has failed to pay a fee required by securities laws.
4. The reporting issuer has failed to comply with any other requirement related to continuous disclosure.
Lists of defaulting reporting issuers
Certain securities regulatory authorities maintain lists that identify those reporting issuers that have been noted in default in the relevant jurisdiction. The lists identify the name of the reporting issuer, and the nature and description of the default. The lists, together with the harmonized categories of default and nomenclature used to identify each category, can be found on the following websites:
Certain securities regulatory authorities have also published policies or notices containing information relating to defaults by reporting issuers. These local polices or notices are:
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Alberta:
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Alberta Securities Commission Policy 51-601 -- Reporting Issuers List
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Saskatchewan:
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Saskatchewan Policy Statement 51-601 -- Reporting Issuers in Default
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Manitoba:
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Manitoba Securities Commission Local Policy 51-601 -- Reporting Issuers List
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Ontario:
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Ontario Securities Commission Policy 51-601 -- Reporting Issuer Defaults
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Quebec:
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AMF Notice on Reporting Issuer Defaults
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New Brunswick:
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New Brunswick Securities Commission Policy 51-601 -- Reporting Issuers List
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Questions
Please refer your questions to any of the following individuals:
Ontario Securities Commission
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Kelly Gorman
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Viraf Nania
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Assistant Manager, Corporate Finance
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Senior Accountant, Corporate Finance
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416 593 8251
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416 593 8267
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Lynne Woollcombe
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Stacey Barker
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Legal Counsel, Corporate Finance
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Accountant, Investment Funds
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416 204 8968
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416 593 2391
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British Columbia Securities Commission
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Andrew Richardson
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April Penn
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Deputy Director, Corporate Finance
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Supervisor, Financial and Insider Reporting
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604 899 6730 (direct)
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604 899 6805 (direct)
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800 373 6393 (toll-free in BC and Alberta)
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800 373 6393 (toll-free in BC and Alberta)
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Alberta Securities Commission
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Lara Gaede
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Mike Mumby
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Associate Chief Accountant
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Senior Securities Analyst
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403 297 3302
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403 297 3826
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Saskatchewan Financial Services Commission
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Ian McIntosh
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Tony Herdzik
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Deputy Director, Corporate Finance
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Senior Securities Analyst, Corporate Finance
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306 787 5867
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306 787 5849
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Manitoba Securities Commission
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Bob Bouchard
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Wayne Bridgeman
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Director, Corporate Finance
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Senior Analyst, Corporate Finance
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204 945 2555
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204 945 4905
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Autorité des marchés financiers
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Nicole Parent
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Edvie Élysée
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Analyste
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Analyste
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514 395 0558, poste 4455
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514 395 0558, poste 4416
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Nova Scotia Securities Commission
New Brunswick Securities Commission
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Kevin Hoyt
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Pierre Thibodeau
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Director, Corporate Finance
and Chief Financial Officer |
Securities Analyst
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506 643 7691
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506 643 7751
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January 5, 2007