For Immediate Release
December 19, 2003
Securities regulators release new national disclosure rule
Calgary - Securities regulators have taken another
significant step toward a uniform legislative and regulatory framework
for Canadian public companies with today's advance notice of a new
national rule for continuous disclosure.
The new rule National Instrument 51-102 Continuous Disclosure
Obligations will eliminate the problem of companies having
to meet different disclosure requirements in multiple jurisdictions
in which they report, and will form a basis for implementing an
integrated disclosure system. The continuous disclosure requirements
addressed by NI 51-102 include: financial statements, annual information
forms, management's discussion and analysis (MD&A), material
change reports, business acquisition reports and statements of executive
The introduction of this new, single harmonized rule demonstrates
a cooperative effort by all CSA jurisdictions in establishing a
single set of financial reporting and other disclosure requirements
for companies that are reporting issuers in more than one jurisdiction,
said Stephen Sibold, Chair of the Canadian Securities Administrators
and of the Alberta Securities Commission.
It will enhance the consistency of disclosure available to primary
and secondary market investors, and assist in establishing a common
approach to regulatory review of continuous disclosure filings.
Regulators expect that every CSA member will implement the new
rule, and with necessary government approvals, the rule will come
into force on March 30, 2004.
Last month, regulators issued a notice to all reporting issuers
and their professional advisers to advise them of how the changes
would affect their reporting obligations.
The new rule requires many companies with a fiscal year starting
on or after Jan. 1, 2004 to report their first quarter interim financial
statements earlier than before within 45 days after the end of
the quarter, reduced from the current 60 days. Only companies categorized
as venture issuers will continue to have 60 days to file their interim
MD&A must be prepared and filed according to the form prescribed
by the new rule (Form 51-102F1) starting with first interim periods
ending on or after Mar. 31, 2004. The MD&A will have to be filed
at the same time as the financial statements. The regulators have
also issued a notice indicating that issuers will have the option
of filing their annual MD&A for fiscal years beginning before
January 1, 2004 in the new form. If they do not use the new form
for their annual MD&A, the first interim MD&A they file
for fiscal years beginning on or after January 1, 2004 will have
to contain all elements of the annual MD&A in Form 51-102F1.
Advance notice of national exemptions from certain continuous
disclosure and other requirements for foreign reporting issuers
was also released today. National Instrument 71-102 Continuous
Disclosure and Other Exemptions Relating to Foreign Issuers details
exemptions for foreign issuers.
The CSA is a council of the 13 securities regulators of Canada's
provinces and territories. It coordinates and harmonizes regulation
for the Canadian capital markets. More information is available
at the CSA website, www.csa-acvm.ca.
Media relations contacts:
Alberta Securities Commission
B.C. Securities Commission
1-800-373-6393 (B.C. & Alberta
Ontario Securities Commission
Commission des valeurs mobilires du
1-800-361-5072 (Quebec only)
Manitoba Securities Commission
1-800-655-5244 (Manitoba only)