CSA Staff Notice: 52-306 - Non-GAAP Financial Measures

 

CSA STAFF NOTICE 51-307

STATUS OF PROPOSED CONTINUOUS DISCLOSURE RULE

Introduction

On June 20, 2003, the CSA published for comment a revised version of National Instrument 51-102 Continuous Disclosure Obligations. NI 51-102 would replace existing continuous disclosure obligations of reporting issuers, other than investment funds. The CSA are currently considering the public comment on NI 51-102 and incorporating changes as appropriate. No changes are expected to the filing deadlines as published in the June, 2003 version of NI 51-102. However, it is expected that either the board of directors or the audit committee will be permitted to approve the interim financial statements. Also, the definition of venture issuer is expected to change slightly to replace the list of exchanges in the United States with a reference to exchanges registered as national securities exchanges under section 6 of the 1934 Act in the United States.

Expected application of NI 51-102

We are issuing this notice to assist reporting issuers and their advisers in planning and scheduling directors' and securityholders' meetings and their continuous disclosure for the next fiscal year. This notice replaces CSA Staff Notice 51-306, which is withdrawn.

Subject to receiving all necessary commission and ministerial approvals, staff anticipate the NI 51-102 requirements for

• financial statements, management discussion and analysis (MD&A) and annual information forms will apply for financial years beginning on or after January 1, 2004; as a result, the first interim financial statements and MD&A that will be required to comply with the requirements of NI 51-102, including the new filing deadlines for non-venture issuers, will be for first quarters ending on or after March 31, 2004;
• proxy solicitation and information circulars will apply as of June 1, 2004; and
• business acquisition reports will apply for significant acquisitions if the initial legally binding agreement was entered into on or after March 30, 2004.

Questions

Please refer your questions to any of the following people:

British Columbia Securities Commission
Rosann Youck, Senior Legal Counsel (604) 899-6656
Carla-Marie Hait, Chief Accountant (604) 899-6726
Michael Moretto, Associate Chief Accountant (604) 899-6767
You may also call 1-800-373-6393 from B.C. and Alberta. 

Alberta Securities Commission
Mavis Legg, Manager, Securities Analysis (403) 297-2663
Karen Wiwchar, Senior Legal Counsel (403) 297-4732 

Manitoba Securities Commission
Bob Bouchard, Director, Corporate Finance (204) 945-2555

 Nova Scotia Securities Commission
Bill Slattery, Deputy Director, Corporate Finance and Administration (902) 424-7355

Ontario Securities Commission
Joanne Peters, Senior Legal Counsel (416) 593-8134
Irene Tsatsos, Senior Accountant (416) 593-8223 

Commission des valeurs mobilières du Québec
Rosetta Gagliardi, Conseillère en réglementation (514) 940-2199 ext. 4554 

Saskatchewan Financial Services Commission -- Securities Division
Ian McIntosh, Deputy Director, Corporate Finance (306) 787-5867

November 7, 2003