Amendments to Policy Statement 51-102 respecting Continuous Disclosure Obligations

AMENDMENTS TO POLICY STATEMENT TO REGULATION 51-102 RESPECTING CONTINUOUS DISCLOSURE OBLIGATIONS

1. Section 1.4 of Policy Statement to Regulation 51-102 respecting Continuous Disclosure
   Obligations is amended, in paragraph (2):
   (1) by replacing “Section 1.8 of Policy Statement to Regulation 44-101 respecting Short Form Prospectus Distributions (Decision 2005-PDG-0388, 2005-12-13)” with “Subsection 1.3(1) of Policy Statement to Regulation 41-101 respecting General Prospectus Requirements (Decision 2008-PDG-0055, 2008-02-28)”; (2) by replacing, wherever they appear in the French text, the words “titre adossé à des créances” with the words “titre adossé à des actifs”.
2. Section 1.5 of the Policy Statement is amended by adding, after the last paragraph, the
   following:
   “We also encourage you to use common readability measures, like the Flesch-Kincaid Grade Level or the Gunning Fog Index, to assess the readability of your disclosure documents.”.
3. Section 1.10 of the Policy Statement is amended by replacing the second sentence with the
   following:
   “In this situation, the reporting issuer is expected to comply with the Regulation by filing an amended and restated version of the previously filed document in whole under paragraph 11.5(1)(a) of the Regulation or by filing an amendment to the previously filed document under paragraph 11.5(1)(b) of the Regulation, which does not restate the document in whole.”.
4. The Policy Statement is amended by inserting, after section 1.10, the following:
   “1.11. Innovative Disclosure
   Reporting issuers can use innovative disclosure approaches consistent with CSA formatting requirements to prepare disclosure that reduces burden for them and is most meaningful for their business. For example, while embedded video is not acceptable, hyperlinks within the same document and creative use of charts, tables and graphs are encouraged if they assist with readability.”.
5. Section 3.1 of the Policy Statement is amended by replacing, in paragraph (2), the words
   “first financial statements are due” with the words “first annual disclosure statement or interim disclosure statement is due”.
6. Section 3.2 of the Policy Statement is amended by replacing “Section 4.1 of the Regulation
   requires a reporting issuer to file annual financial statements” with “For the purposes of filing an annual disclosure statement, a reporting issuer is required under section 4.1 of the Regulation to file annual financial statements”.
7. Section 3.3 of the Policy Statement is replaced with the following:
   “3.3. Filing Deadline for Annual Financial Statements and Auditor’s Report
   Section 3A.2 of the Regulation sets out filing deadlines for annual disclosure
   statements that include annual financial statements required under Part 4 of the Regulation. While
   section 3A.2 of the Regulation does not address the auditor’s report date, a reporting issuer is
   encouraged to file its annual disclosure statement as soon as practicable after the date of the auditor’s report. The delivery obligations set out in section 3A.6 of the Regulation are not tied to the filing of the annual disclosure statement.”.
8. Section 3.5 of the Policy Statement is replaced with the following:

“3.5. Delivery of Annual and Interim Disclosure Statements and Certain Other Disclosure Documents (1) Subsection 3A.6(1) of the Regulation requires a reporting issuer to send a request form to the registered holders and beneficial owners of its securities, other than debt instruments. The registered holders and beneficial owners may use the request form to request a copy of the reporting issuer’s annual disclosure statement or annual financial statements and related MD&A, interim disclosure statement or interim financial report and related MD&A and annual financial statements or interim financial reports filed under section 4.7 and subsection 4.10(2) of the Regulation. In addition, the request form also may (but is not required to) be used to request a copy of the information circular and the annual disclosure statement or annual financial statements where a reporting issuer uses notice-and-access to deliver proxy-related materials. A reporting issuer is only required to deliver its annual disclosure statement, interim disclosure statements, annual financial statements and related MD&A or interim financial reports and related MD&A to the person that requests them. As a result, if a beneficial owner requests any of these documents through its intermediary, the reporting issuer is only required to deliver the requested documents to the intermediary. Failing to return the request form or otherwise specifically requesting a copy of these documents from the reporting issuer will override the beneficial owner’s standing instructions under Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer (chapter V-1.1, r. 29) in respect of the financial statements. The Regulation does not prescribe when the request form must be sent, or how it must be returned to the reporting issuer. (2) Subsection 3A.6(6) of the Regulation provides that subsection 3A.6(1) and subsections 3A.6(3) and (4) with respect to an annual disclosure statement and annual financial statements, do not apply to a reporting issuer that sends its annual disclosure statement and annual financial statements to its securityholders, other than holders of debt instruments, within 140 days of the reporting issuer’s financial year-end and in accordance with Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer. Notice-and-access can be used to send the annual disclosure statement or annual financial statements and related MD&A under subsection 3A.6(6). Notice-and-access is consistent with the principles for electronic delivery set out in Policy Statement 11-201 respecting Electronic Delivery of Documents(Decision 2011-PDG-0183, 2011-11-17).”.
9. Section 4.1 of the Policy Statement is amended by replacing, in paragraph (1), the first two
sentences with the following:
“Subsection 3A.5(1) of the Regulation requires that each annual disclosure statement be approved by the board of directors before filing. Subsections 3A.5(2) and 3A.5(3) of the Regulation require that each interim disclosure statement be approved by the board of directors or by the company’s audit committee before filing.”.
10. Section 5.1 of the Policy Statement is repealed.
11. Section 5.2 of the Policy Statement is amended by replacing “Section 5.3 of the Regulation
requires” with “Section 8 of Form 51-102F1 and subsection 3(1) of Form 51-102F2 require”.
12. Section 5.3 of the Policy Statement is amended by replacing “Section 5.4 of the Regulation
requires” with “Section 9 of Form 51-102F1 and subsection 3(1) of Form 51-102F2 require”, and the word “MD&A” with the words “annual disclosure statement or interim disclosure statement”.
13. Section 5.4 of the Policy Statement is repealed.
14. Section 5.6 of the Policy Statement is amended:

(1) by replacing, in paragraph (1), “section 2.2.1 of Form 51-102F1” with “section 4 of Form 51-102F2” and by adding, after the third sentence, the following:
“In addition, to comply with the requirement to discuss the issuer’s financial condition, financial performance and cash flows and any factors that have caused period to period variations in those measures, a venture issuer that is an investment entity or a non-investment entity recording investments at fair value should update the quarterly highlights for all disclosure required by section 10 of Form 51-102F1.”. (2) by replacing, in the first sentence of paragraph (2), the words “full interim MD&A” with “a full interim MD&A in accordance with section 3 of Form 51-102F2” and by replacing the fourth sentence with the following:
“Venture issuers will likely take the needs of their investors into consideration when determining whether to provide quarterly highlights or a full interim MD&A.”; (3) by replacing, in paragraph (3), the first sentence with the following:
“For greater certainty, a reference to an interim MD&A is a reference to the quarterly highlights a venture issuer has the option of providing in accordance with section 4 of Form 51-102F2.”.
15. The Policy Statement is amended by inserting, after section 5.6, the following:
“5.7. Overall Performance
Subsection 3(4) of Form 51-102F1 requires a reporting issuer that is changing its business model to disclose certain information regarding its plans, milestones and expenditures. Examples of situations that would warrant a discussion under subsection 3(4) include when a reporting issuer:
(a) has entered into material agreements relating to the change in its business model; (b) has incurred material expenses relating to the change in its business model; and (c) anticipates that the change in its future revenues will be material as a result of the change in its business model. “5.8. Additional Disclosure for Investment Entities and Non-Investment Entities Recording Investments at Fair Value (1) Standalone financial statements as contemplated by Policy Statement to Regulation 41-201 respecting Income Trusts and Other Indirect Offerings (Decision 2004-PDG-0190, 2004- 12-01) may be necessary for an investor to make an informed investment decision where the operation of the reporting issuer as an investment entity or non-investment entity recording investments at fair value are dependent on a single investment. (2) Investment entities or non-investment entities recording investments at fair value with material mining or oil and gas investments need to consider the applicability of technical disclosure requirements in Regulation 43-101 respecting Standards of Disclosure for Mineral Projects (chapter V-1.1, r. 15) and Regulation 51-101 respecting Standards of Disclosure for Oil and Gas Activities (chapter V-1.1, r. 23) in their filings. For example, the disclosure of technical information relating to a material investee may trigger the requirement to file a technical report under Regulation 43-101 respecting Standards of Disclosure for Mineral Projects. In addition, if the investment entity or non-investment entity recording investments at fair value files an annual disclosure statement, disclosure requirements of sections 18 or 19 of Form 51-102F1 may apply.”.
16. Section 6.2 of the Policy Statement is amended:

(1) by replacing, in the French text, wherever they appear, the words “titres adossés à des créances” with the words “titres adossés à des actifs”; (2) by replacing, in the first paragraph of paragraph (1), “section 5.3 of Form 51-102F2” with “section 17 of Form 51-102F1”; (3) by replacing, in paragraph (2), “Paragraph 5.3(2)(a) of Form 51-102F2” with “Paragraph 17(b)(i) of Form 51-102F1”.
17. Section 10.3 of the Policy Statement is amended by inserting, in the second bullet of
paragraph (8) and after the words “annual MD&A”, the words “which, for that purpose, may be included in an annual disclosure statement or an annual report,”.
18. Section 11.2 of the Policy Statement is replaced with the following:
“11.2. Refiling Documents or Restating Financial Information (1) If a reporting issuer decides to refile a document in whole or in part, or restate financial information for comparative periods in financial statements for reasons other than retroactive application of a change in an accounting standard or policy or a new accounting standard, and the refiled or restated information is likely to differ materially from the information originally filed, the reporting issuer should disclose in the news release required by subsection 11.5(1) of the Regulation when it makes that decision (a) the facts underlying the changes, (b) the general impact of the changes on previously filed information, and (c) the steps the reporting issuer would take before filing an amended document, or filing restated financial information, if the reporting issuer is not filing amended information immediately. (2) If a reporting issuer refiles a document or restates financial information under paragraphs 11.5(1)(b) or (c) of the Regulation by filing an amendment to a previously filed annual disclosure statement or interim disclosure statement, it is not required to restate the previously filed document in whole but should include all disclosure required in order to understand the nature and context of the amendment. For example, a reporting issuer amending its proposed transaction disclosure under subsections 7(1) and (2) of Form 51-102F1 should include the complete text of this section, as amended, rather than just the amended or additional text. (3) A reporting issuer should also consider refiling the document in whole if:
(a) there are a large number of sections that are being amended; (b) the amendments are extensive; (c) the document has been amended more than once; or (d) the document includes hyperlinks that do not link to the amendment.”.
19. Section 13.1 of the Policy Statement is replaced with the following:
“13.1. Prior Exemptions, Waivers and Approvals
Section 13.2 of the Regulation essentially allows a reporting issuer, in certain
circumstances, to continue to rely upon an exemption, waiver or approval relating to continuous disclosure obligations obtained prior to the Regulation coming into force or prior to the amendments on (indicate here the date of coming into force of the amending regulation) coming into force, as applicable, if the exemption, waiver or approval relates to a substantially similar provision in the Regulation and the reporting issuer provides written notice to the regulator, except in Québec, or the securities regulatory authority of its reliance on such exemption, waiver or approval. Upon receipt of such notice, the regulator, except in Québec, or the securities regulatory

authority, as the case may be, will review it to determine if the provision of the Regulation referred to in the notice is substantially similar to the provision from which the exemption, waiver or approval was granted. The written notice should be sent by email to each jurisdiction where the prior exemption, waiver or approval is relied upon, using the relevant address or addresses listed in section 5.5 of Policy Statement 11-203 respecting Process for Exemptive Relief Applications in Multiple Jurisdictions (Decision 2008-PDG-0061, 2008-02-22).”.
20. Appendix A of the Policy Statement is replaced with the following:
“APPENDIX A
EXAMPLES OF FILING REQUIREMENTS FOR CHANGES IN THE YEAR END The following examples assume the old financial year ended on December 31, 20X0 Number of Months Financial Year End Changed By Up to 3 months Up to 3 months 4 to 6 months 7 or 8 months 9 to 11 months Transition Year 2 months ended 2/28/X1 14 months ended 2/28/X2 6 months ended 6/30/X1 7 months ended 7/31/X1 10 months ended 10/31/X1 Comparative Annual Financial Statements to Transition Year 12 months ended 12/31/X0 12 months ended 12/31/X0 12 months ended 12/31/X0 12 months ended 12/31/X0 12 months ended 12/31/X0 New Financial Year 2/28/X2 2/28/X3 6/30/X2 7/31/X2 10/31/X2 Comparative Annual Financial Statements to New Financial Year 2 months ended 2/28/X1 and 12 months ended 12/31/X0* 14 months ended 2/28/X2 6 months ended 6/30/X1 and 12 months ended 12/31/X0* 7 months ended 7/31/X1 and 12 months ended 12/31/X0* 10 months ended 10/31/X1 Interim Periods for Transition Year Not applicable 3 months ended 3/31/X1 6 months ended 6/30/X1 9 months ended 9/30/X1 12 months ended 12/31/X1 Or 2 months ended 2/28/X1 5 months ended 5/31/X1 8 months ended 8/31/X1 11 months ended 11/30/X1 3 months ended 3/31/X1 3 months ended 3/31/X1 Or 4 months ended 4/30/X1 3 months ended 3/31/X1 6 months ended 6/30/X1 Or 4 months ended 4/30/X1 7 months ended 7/31/X1 Comparative Interim Periods to Interim Periods in Transition Year Not applicable 3 months ended 3/31/X0 6 months ended 6/30/X0 3 months ended 3/31/X0 3 months ended 3/31/X0 Or 3 months ended 3/31/X0 6 months ended 6/30/X0 Or

9 months ended
9/30/X0
12 months ended
12/31/X0
Or
3 months ended
3/31/X0
6 months ended
6/30/X0
9 months ended
9/30/X0
12 months ended
12/31/X0
3 months ended
3/31/X0
3 months ended
3/31/X0
6 months ended
6/30/X0
Interim Periods for
New Financial Year
3 months ended
5/31/X1
6 months ended
8/31/X1
9 months ended
11/30/X1
3 months ended
5/31/X2
6 months ended
8/31/X2
9 months ended
11/30/X2
Or
3 months ended
5/31/X2
6 months ended
8/31/X2
9 months ended
11/30/X2
3 months ended
9/30/X1
6 months ended
12/31/X1
9 months ended
3/31/X2
3 months ended
10/31/X1
6 months ended
1/31/X2
9 months ended
4/30/X2
Or
3 months ended
10/31/X1
6 months ended
1/31/X2
9 months ended
4/30/X2
3 months ended
1/31/X2
6 months ended
4/30/X2
9 months ended
7/31/X2
Or
3 months ended
1/31/X2
6 months ended
4/30/X2
9 months ended
7/31/X2
Comparative
Interim Periods to
Interim Periods in
New Financial Year
3 months ended
6/30/X0
6 months ended
9/30/X0
9 months ended
12/31/X0
3 months ended
6/30/X1
6 months ended
9/30/X1
9 months ended
12/31/X1
Or
3 months ended
5/31/X1
6 months ended
8/31/X1
9 months ended
11/30/X1
3 months ended
9/30/X0
6 months ended
12/31/X0
9 months ended
3/31/X1
3 months ended
9/30/X0
6 months ended
12/31/X0
9 months ended
3/31/X1
Or
3 months ended
9/30/X0
6 months ended
12/31/X0
10 months ended
4/30/X1
3 months ended
12/31/X0
6 months ended
3/31/X1
9 months ended
6/30/X1
Or
3 months ended
12/31/X0
7 months ended
4/30/X1
10 months ended
7/31/X1

• Statement of financial position required only at the transition year end date

The following examples assumes a new financial year ending on December 31, 20X1 or December 31, 20X2 Number of Months Financial Year End Changed By Up to 3 months Up to 3 months 4 to 6 months 7 or 8 months 9 to 11 months Transition Year 2 months ended 12/31/X1 14 months ended 12/31/X2 5 months ended 12/31/X1 8 months ended 12/31/X1 10 months ended 12/31/X1 Comparative Annual Financial Statements to Transition Year 12 months ended 10/31/X1 12 months ended 10/31/X1 12 months ended 7/31/X1 12 months ended 4/30/X1 12 months ended 2/28/X1 New Financial Year 12/31/X2 12/31/X3 12/31/X2 Comparative Annual Financial Statements to New Financial Year 2 months ended 12/31/X1 and 12 months ended 10/31/X1* 14 months ended 12/31/X2 5 months ended 12/31/X1 and 12 months ended 7/31/X1* 8 months ended 12/31/X1 and 12 months ended 4/30/X1* 10 months ended 12/31/X1 Interim Periods for Transition Year Not applicable 3 months ended 1/31/X2 6 months ended 4/30/X2 9 months ended 7/31/X2 12 months ended 10/31/X2 Or 2 months ended 12/31/X1 5 months ended 3/31/X2 8 months ended 6/30/X2 11 months ended 9/30/X2 3 months ended 10/31/X1 Or 2 months ended 9/30/X1 3 months ended 7/31/X1 6 months ended 10/31/X1 Or 2 months ended 6/30/X1 5 months ended 9/30/X1 3 months ended 5/31/X1 6 months ended 8/31/X1 Or 4 months ended 6/30/X1 7 months ended 9/30/X1 Comparative Interim Periods to Interim Periods in Transition Year Not applicable 3 months ended 1/31/X1 6 months ended 4/30/X1 9 months ended 7/31/X1 12 months ended 10/31/X1 Or 3 months ended 10/31/X0 Or 3 months ended 10/31/X0 3 months ended 7/31/X0 6 months ended 10/31/X0 Or 3 months ended 7/31/X0 6 months ended 10/31/X0 3 months ended 5/31/X0 6 months ended 8/31/X0 Or 3 months ended 5/31/X0 6 months ended 8/31/X0

3 months ended
1/31/X1
6 months ended
4/30/X1
9 months ended
7/31/X1
12 months ended
10/31/X1
Interim Periods for
New Financial Year
3 months ended
3/31/X2
6 months ended
6/30/X2
9 months ended
9/30/X2
3 months ended
3/31/X3
6 months ended
6/30/X3
9 months ended
9/30/X3
Or
3 months ended
3/31/X3
6 months ended
6/30/X3
9 months ended
9/30/X3
3 months ended
3/31/X2
6 months ended
6/30/X2
9 months ended
9/30/X2
Or
3 months ended
3/31/X2
6 months ended
6/30/X2
9 months ended
9/30/X2
3 months ended
3/31/X2
6 months ended
6/30/X2
9 months ended
9/30/X2
Or
3 months ended
3/31/X2
6 months ended
6/30/X2
9 months ended
9/30/X2
3 months ended
3/31/X2
6 months ended
6/30/X2
9 months ended
9/30/X2
Or
3 months ended
3/31/X2
6 months ended
6/30/X2
9 months ended
9/30/X2
Comparative
Interim Periods to
Interim Periods in
New Financial Year
3 months ended
4/30/X1
6 months ended
7/31/X1
9 months ended
10/31/X1
3 months ended
4/30/X2
6 months ended
7/31/X2
9 months ended
10/31/X2
Or
3 months ended
3/31/X2
6 months ended
6/30/X2
9 months ended
9/30/X2
3 months ended
4/30/X1
6 months ended
7/31/X1
9 months ended
10/31/X1
Or
3 months ended
4/30/X1
6 months ended
7/31/X1
8 months ended
9/30/X1
3 months ended
4/30/X1
6 months ended
7/31/X1
9 months ended
10/31/X1
Or
3 months ended
4/30/X1
5 months ended
6/30/X1
8 months ended
9/30/X1
3 months ended
2/28/X1
6 months ended
5/31/X1
9 months ended
8/31/X1
Or
3 months ended
2/28/X1
7 months ended
6/30/X1
10 months ended
9/30/X1

• Statement of financial position required only at the transition year end date.
  ”.