In 2002, the Autorité des marchés financiers (AMF) set up a program of continuous disclosure review (CDR Program) to help ensure that issuers for whom Québec is the principal regulator provide quality and complete financial information in accordance with regulations and in a timely manner. The Program is directly related to the national initiative known as the “Harmonized Continuous Disclosure Review Program” published in Staff Notice 51-312 of the Canadian Securities Administrators (CSA).
Since Regulation 51-102 respecting Continuous Disclosure
Obligations (“
Regulation 51-102”) is intended to ensure that Canadian
investors receive a uniformly high level of continuous disclosure
across the country, it is critical to the success of the Regulation
that issuers understand and comply with their obligations. The CDR
Program therefore has two fundamental objectives: education and
compliance.
The first objective is to help issuers understand the nature and
extent of their disclosure obligations under the Securities Act
(the “Act”) and Regulation 51-102. We attempt to do
this through our interaction with issuers during the course of our
continuous disclosure reviews. The publication of our annual
activity report is another tool designed to help achieve this
objective.
The second objective is to determine, through the continuous disclosure review process, whether issuers are in fact complying with their disclosure obligations under the Act and Regulation 51-102. The CDR Program is designed to identify material disclosure deficiencies and questionable transactions that impact the reliability and accuracy of an issuer’s disclosure record. Our reviews do not uncover fraud; nor do they provide an analysis of an issuer’s financial position. In fact, while the objective of a continuous disclosure review is to improve the overall quality of disclosure provided to the marketplace, the fact that an issuer has been the subject of such a review does not guarantee the accuracy of its disclosure.
Generally, an issuer will be subject to either an issue-oriented review or a full review.
Issue-oriented reviews are in-depth, focused reviews. They focus on a particular disclosure issue or industry that we believe warrants regulatory scrutiny.
Full reviews are broader than issue-oriented reviews and encompass more sources of public disclosure. A full review usually includes, among other things, the following information of an issuer:
Our reviews are conducted on a sample basis. Risk criteria are used to select most issuers for review purposes. Our criteria may therefore vary from time to time.
Deficiencies are brought to the attention of issuers, and we follow up on our observations and recommendations to ensure that the issues identified during our review are resolved in a timely and appropriate manner. When material deficiencies or errors are identified, issuers are required to restate and refile financial statements and other continuous disclosure documents as well as distribute a press release to explain the default.
For more information about the CDR program, contact the AMF
Information Centre.
Canada’s Continuous Disclosure Rules are Changing (brochure produced by the Canadian Securities Administrators)