2013 Disclosure Update

OVERVIEW

Each year we are asked what has changed to the continuous disclosure requirements for Canadian public companies.

Significant developments for 2013 include:

• amendments to the TSX Company Manual requirements for director elections;
• the adoption of the notice-and-access concept for the materials for meetings of security holders;
• changes in the voting policies of proxy advisors.

In addition, the Canadian Securities Administrators (the CSA) have provided guidance regarding the results of their continuous disclosure reviews. Although this guidance does not change the continuous disclosure requirements, it does elaborate on the expectations of the regulators and/or the interpretation of the requirements. A summary of the common deficiencies identified is included below.