Disclosure Requirements

Question 1

Who is accountable to disclosure requirements ?

Answer 1

• All reporting are subject to continuous disclosure requirements.
• A reporting issuer shall provide periodic disclosure about its business and internal affairs, including its governance practices, timely disclosure of a material change and any other disclosure prescribed by regulation

Question 2

What is continuous disclosure ?

Answer 2

If a material change occurs in the affaires of a reporting issuer, he must immediately issue a news release disclosing the nature of the change

Question 3

What is a material change ?

Answer 3

• A change in the business, operations or capital that would be expected to have a significant effect on the market price of an issued security
• A decision for change, made by the Board of Directors or senior management.

Question 4

What is financial disclosure ?

Answer 4

All the financial info that has to be deployed throughout the year (annual report, financial statements, etc…)
-F/S: have to be published in the following 90 days

Question 5

What is a proxy solicitation ?

Answer 5

Permission given to a person to represent a shareholder at the annual assembly and vote.
Made using a proxy circular

Question 6

Content of a Proxy Circular ?

Answer 6

• Election of directors
• Mangement salaray
• Management and shareholders proposals
• Voting information

Question 7

How to determine who owns stocks ?

Answer 7

1. Registered holder
   - shares registered in the shareholder’s name in the record
   - Direct communication with the shareholder
2. Beneficial Owner
   - Shares held by an intermediary, ex: a broker
   - Indirect communication through the intermediary

Question 8

What is Regulation 54-101 and its goal ?

Answer 8

• Concerning communication with shareholders.
• Facilitates shareholder voting
• Grants beneficial owners the rights to receive the documentation and exercice their voting privilege

Question 9

Types of Beneficial Owners ?

Answer 9

NOBO:

• Non-Objective
• Dont object to their name being communicated to issuers
• Receive documents directly from issuers

OBO:

• Objective
• Receive documents directly from the broker
• Unless they have waived their right to receive proxy-related materials.
• Needs to reveal identity if wants to vote

Question 10

What is selective disclosure of information ?

Answer 10

• National Policy 51-201
• Access to information advantageous info to analysts, institutional investors, investment dealers, and market pros.
• 51-201 prohibits SDI
• Best practices include: conference calls for financial results, publish public documents to issuer’s website, prohibit employee from participating in chat rooms online, adopt a no-comment policy concerning market rumours, etc…