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:
www.bcsc.bc.ca
www.albertasecurities.com
www.sfsc.gov.sk.ca
www.msc.gov.mb.ca
www.osc.gov.on.ca
www.lautorite.qc.ca
www.nbsc-cvmnb.ca
www.gov.ns.ca/nssc
Certain securities regulatory authorities have also published policies or notices containing information relating to defaults by reporting issuers. These local polices or notices are:
Alberta: Alberta Securities Commission
Policy 51-601 – Reporting
Issuers List
Saskatchewan: Saskatchewan Policy Statement 51-601 – Reporting
Issuers in Default
Manitoba: Manitoba Securities Commission Local Policy 51-601 – Reporting
Issuers List
Ontario: Ontario Securities Commission Policy 51-601 – Reporting
Issuer Defaults
Quebec: AMF Notice on Reporting Issuer Defaults
New Brunswick: New Brunswick Securities Commission Policy 51-601 – Reporting
Issuers List
Questions
Please refer your questions to any of the following individuals:
Ontario Securities Commission
Kelly Gorman Assistant Manager, Corporate Finance 416 593 8251 kgorman@osc.gov.on.ca |
Viraf Nania Senior Accountant, Corporate Finance 416 593 8267 vnania@osc.gov.on.ca |
Lynne Woollcombe Legal Counsel, Corporate Finance 416 204 8968 lwoollcombe@osc.gov.on.ca |
Stacey Barker Accountant, Investment Funds 416 593 2391 sbarker@osc.gov.on.ca |
British Columbia Securities Commission
Andrew Richardson Deputy Director, Corporate Finance 604 899 6730 (direct) 800 373 6393 (toll-free in BC and Alberta) arichardson@bcsc.bc.ca |
April Penn Supervisor, Financial and Insider Reporting 604 899 6805 (direct) 800 373 6393 (toll-free in BC and Alberta) apenn@bcsc.bc.ca |
Sheryl Thomson Senior Legal Counsel, Corporate Finance 604 899 6778 (direct) 800 373 6393 (toll-free in BC and Alberta) sthomson@bcsc.bc.ca |
Alberta Securities Commission
Lara Gaede Associate Chief Accountant 403 297 3302 lara.gaede@seccom.ab.ca |
Mike Mumby Senior Securities Analyst 403 297 3826 mike.mumby@seccom.ab.ca |
Saskatchewan Financial Services Commission
Ian McIntosh Deputy Director, Corporate Finance 306 787 5867 imcintosh@sfsc.gov.sk.ca |
Tony Herdzik Senior Securities Analyst, Corporate Finance 306 787 5849 therdzik@sfsc.gov.sk.ca |
Manitoba Securities Commission
Bob Bouchard Director, Corporate Finance 204 945 2555 bbouchard@gov.mb.ca |
Wayne Bridgeman Senior Analyst, Corporate Finance 204 945 4905 wbridgeman@gov.mb.ca |
Autorité des marchés financiers
Nicole Parent Analyste 514 395 0558, poste 4455 nicole.parent@lautorite.qc.ca |
Edvie Élysée Analyste 514 395 0558, poste 4416 edvie.elysee@lautorite.qc.ca |
Nova Scotia Securities Commission
Bill Slattery
Deputy Director Corporate Finance and Administration
902 424 7355
slattejw@gov.ns.ca
New Brunswick Securities Commission
Kevin Hoyt Director, Corporate Finance and Chief Financial Officer 506 643 7691 kevin.hoyt@nbsc-cvmnb.ca |
Pierre Thibodeau Securities Analyst 506 643 7751 pierre.thibodeau@nbsc-cvmnb.ca |
December 15, 2006