Canadian Securities Administrators Staff Notice 51–3371 summarizes the results of the CSA’s continuous disclosure review program for the fiscal year ended March 31, 2012.
In addition to providing guidance on common deficiencies, the notice indicates that the CSA will focus on the first annual IFRS report in the current year and that the following topics that may receive greater attention:
- judgments and sources of estimation uncertainty disclosure;
- asset impairments; and
- business combinations.
The common deficiencies identified include the following:
- First-time adoption of IFRS – omitting the required reconciliations, failing to adequately explain material adjustments, failing to change all of accounting policies, and providing boilerplate accounting policy disclosure.
- Statement of changes in equity – failing to include a statement of changes of equity for comparative interim periods.
- Current liabilities – failing to classify obligations as current under IFRS, such as, obligations for which the issuer does not have the unconditional right to defer settlement of liability for at least 12 months after the reporting period.
Business combinations – failing to disclose required information separately for each significant business combination or on an aggregate basis for individually immaterial business combinations that are collectively material and omitting required disclosure, such as:
- the amounts of revenue or profit or loss of the acquiree since the acquisition date included in the consolidated statement of comprehensive income,
- the revenue and profit or loss of the combined entity as though the acquisition dates had been as of the beginning of the annual reporting period,
- required information for business combinations done after the end of the financial period but before the date of the financial statements,
- the primary reasons for the business combination and a description of how the issuer obtained control,a
- qualitative description of the factors that make up goodwill,r
- equired information for contingent liabilities recognized,
- the reasons why the transaction resulted in a gain for bargain purchases, and
- the gross contractual amounts receivable and an estimate of contractual cash flows not expected to be collected for acquired receivables.
- Flow-through shares – failing to identify the IFRS transition impact for flow-through shares despite the fact that IFRS does not specifically address accounting for flow-through shares and that the accounting under pre-changeover Canadian GAAP can no longer be used.
- Boilerplate disclosure – providing boilerplate disclosure that does not change from period to period and failing to provide entity specific disclosure that complements the financial statements, such as: the factors underlying operational changes, known or expected fluctuations in trends in liquidity (particularly for issuers with negative cash flow), and adequate descriptions of operations for issuers in specialized industries.
- Accounting principles – failing to clearly identify the accounting principles used when presenting a mix of financial information in accordance with pre-changeover Canadian GAAP and IFRS.
- Incomplete or inadequate disclosure of preliminary economic assessments, mineral resources and mineral reserves.
- Non-compliant certificates and consents of qualified persons.
- Incomplete or inadequate disclosure of historical estimates and exploration targets.
- Omitting the name of the qualified person from documents containing scientific and technical information.
Executive Compensation Disclosure
- Summary compensation table – failing to disclose grant date fair value of share-based awards and option-based awards and the key assumptions and estimates used to calculate fair value.
- Compensation discussion and analysis – not fully and accurately explaining significant elements of compensation.
Corporate Governance Disclosure
- Failing to provide meaningful disclosure regarding governance practices, such as the process use to identify new board candidates for board nomination.