CSA Proposes Access Model for Continuous Disclosure Documents of Non-Investment Fund Reporting Issuers

On November 19, 2024, the Canadian Securities Administrators (CSA) announced it is seeking feedback on proposed changes to implement an access model for annual financial statements, interim reports and related management’s discussion and analyses (collectively, CD documents) of non-investment fund reporting issuers (the Proposed Access Model).

The Proposed Access Model would allow issuers to provide investors with electronic access to CD documents while maintaining investors’ ability to request or provide standing instructions to receive CD documents in electronic or paper form. The Proposed Access Model does not contain updates on the proposal for the revisions to the actual forms of CD documents or frequency of filing thereof. The Proposed Access Model also does not extend to proxy-related materials or takeover bid and issuer bid circulars.

Background to the Proposed Access Model

On January 9, 2020, the CSA published CSA Consultation Paper 51-405 Consideration of an Access Equals Delivery Model for Non-Investment Fund Reporting Issuers to provide a forum for discussion on the appropriateness of implementing an access equals delivery model in the Canadian market. On April 7, 2022, the CSA published for comment proposed amendments to, among other instruments, National Instrument 51-102 – Continuous Disclosure Obligations (NI 51-102) to implement an access model for CD documents and prospectuses generally for non-investment fund reporting issuers (collectively, the Initial Proposals). The CSA published amendments and changes implementing an access model for prospectuses only, which generally came into force on April 16, 2024. See our January 2024 Blakes Bulletin: CSA Finalizes Amendments to Implement Access Model for Prospectuses of Non-Investment Fund Reporting Issuers for more information regarding the access model for prospectuses.

In the comment period relating to the Initial Proposals, several commenters expressed concerns about implementing an access model for CD documents, including potential negative effects on retail investors. Based on the feedback received, the CSA has made material changes to the access model initially proposed that are reflected in the Proposed Access Model, which is now being put forth for further comment by stakeholders.

Summary of Changes to the Access Model for CD Documents Initially Proposed

The CSA’s changes to the access model for CD documents initially proposed include the following:

1. SEDAR+ notification functionality. The CSA introduced disclosure requirements on the SEDAR+ notification functionality, which allows a person or company to subscribe to receive a notification by email when an issuer has filed a CD document.
2. Before providing electronic access to CD documents. The CSA added a requirement to issue and file a news release on SEDAR+ at least 25 days before using the Proposed Access Model if, during the previous financial period, the issuer either (i) sent a request form to investors that investors may use to request a copy of the issuer’s CD documents, or (ii) sent its documents to all investors.
3. Sending a separate document. The CSA added a requirement to include a separate document with the proxy-related materials or with the notice if the issuer is using the notice-and-access model, sent to investors in accordance with NI 51-102 and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (NI 54-101). This document would serve as an annual reminder to investors about how to access CD documents electronically, that the SEDAR+ notification functionality is available, how to obtain a copy of a document and that standing instructions can be provided.
4. Issuer’s website. The CSA added a requirement for issuers that have a website to, on the same day the issuer has filed a CD document on SEDAR+, post the CD document on its website and provide the same information that is required to be provided with the proxy-related materials or, if the issuer is using the notice-and-access model, the notice about using that model. The CSA also added guidance suggesting that this information should be posted on the same webpage and in proximity to where the CD document is posted, and that the CD document should remain posted at least until the CD document for the next financial period is posted on the issuer’s website.
5. Ceasing to provide electronic access to CD documents. The CSA added a requirement that an issuer issue and file a news release on SEDAR+ at least 25 days before the issuer intends to cease using the Proposed Access Model, announcing that it will no longer provide electronic access to CD documents and that it will comply with the current delivery requirements under securities legislation.
6. Interaction with current delivery requirements. The CSA added guidance to clarify that an issuer may provide electronic access to its annual financial statements and related management discussion and analysis (MD&A), interim financial reports and related MD&A, or both. If an issuer provides electronic access to its annual financial statements and related MD&A only, the current delivery requirements apply to the issuer’s interim financial reports and related MD&A, and vice versa. Issuers should also ensure compliance with any applicable corporate law requirements pertaining to delivery of annual financial statements to shareholders, to the extent the applicable corporate statute does not permit electronic delivery.
7. Contact information. The CSA added guidance to clarify that when an issuer provides contact information in its news releases, with its proxy-related materials or notice and on its website, if applicable, so that an investor can request a copy of the issuer’s CD documents, the issuer should include a physical address, email address and telephone number in its contact information, along with any other contact information the issuer considers would aid an investor in contacting the issuer.
8. Standing instructions. The CSA added guidance to clarify that when an issuer provides electronic access to its CD documents, this will not override the beneficial owner’s standing instructions to receive the documents in electronic or paper form in accordance with NI 54-101.

Looking Ahead

The Proposed Access Model is published for a 90-day comment period that will end on February 17, 2025. The CSA has stated that they will ensure reporting issuers are provided with sufficient time to transition to any new forms and requirements when determining the timing for implementing any of the continuous disclosure modernization proposals.

For further information, please contact the authors or any other member of our Capital Markets group.