CSA Report on Corporate Governance Disclosure in Canada

The Canadian Securities Administrators recently conducted a review of the quality of issuers' corporate governance disclosure. The CSA report concludes that there is an unacceptable level of compliance and provides guidance on how issuers' corporate governance disclosure can be improved.

The CSA has provided sample disclosure in several areas, as well as governance-related questions for issuers to consider with reference to their own corporate governance practices. In general, the CSA is encouraging more robust disclosure that will allow readers to better understand the governance practices that an issuer has adopted and why it considers those practices appropriate. The regulators disapprove of boilerplate disclosure that is not fully responsive to the form requirements. The specific guidance, which is summarized below, should be helpful for issuers in drafting their corporate governance disclosure for 2011.