CSA Grants Blanket Relief for Executive Compensation Disclosure Filing Requirements

May 1, 2020

In light of COVID-19 and the ability of certain issuers to delay their annual general meetings (AGMs) in 2020, the Canadian Securities Administrators (CSA) have published temporary blanket relief (Blanket Relief) from certain filing and delivery requirements, which are generally tied to the sending and filing of materials for AGMs.  

Executive Compensation Disclosure

National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) requires reporting issuers that send proxy circulars to securityholders for AGMs to include prescribed executive compensation disclosure in Form 51-102F6 Executive Compensation Disclosure (Form 51-102F6) in their circulars. Pursuant to NI 51-102, such disclosure must be filed on SEDAR no later than 140 days after the financial year-end for a non-venture issuer and 180 days after the financial year end for a venture issuer. Non-venture issuers with a December 31 year end, would therefore have been required to file executive compensation disclosure by May 19. As the disclosure is contained in an AGM circular, most issuers satisfy this obligation by filing their circulars on SEDAR.

Recognizing that a number of issuers will be taking advantage of temporary relief from the TSX and TSX-V meeting requirements and emergency orders issued by certain provincial governments extending meeting deadlines to delay their AGMs in 2020 as a result of COVID-19, the CSA have published Blanket Relief permitting issuers to file their executive compensation disclosure concurrently with the mailing and filing of their annual meeting proxy circulars, provided that such filing is done within the 2020 calendar year. In the alternative, issuers may file a standalone document containing the executive compensation disclosure on or before December 31, 2020, in which case the issuer must include this disclosure in its next circular sent to shareholders in connection with an AGM.

In order to rely on the relief, the issuer must:

  • Issue and file on SEDAR, in advance of the filing deadline for executive compensation disclosure or as soon as reasonably practicable thereafter, a news release that discloses it is relying on the Blanket Relief (the Reliance Press Release); and
  • File annual financial statements and MD&A for its most recently completed financial year before it mails and files its next AGM circular, or files standalone executive compensation disclosure.

Issuers intending to delay their 2020 AGMs should therefore plan to issue and sent the Reliance Press Release within 140 days of their 2019 financial year-end. For non-venture issuers with a December 31 year-end, this means on or as soon as reasonably practicable after May 19, 2020.

Requirement to Send Annual and Interim Filings

The Blanket Relief also provides issuers with temporary relief from the requirements to send, or send upon request, copies of their annual or interim financial statements and management’s discussion and analysis (MD&A) within 140 days of their year end (in the case of annual filings) and upon request (in the case of both annual and interim filings).  More specifically, if an issuer sends its annual financial statements and MD&A to shareholders on or before December 31, 2020 and in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, it will not be required to send an annual request form to shareholders. In addition, if relying on the Blanket Relief, Issuers may also send requested annual and quarterly financial statements and MD&A in response to requests received before December 31, 2020 as soon as reasonably practicable after the applicable deadline in NI 51-102.

General

The Blanket Relief is being implemented through local blanket orders that are substantially harmonized across jurisdictions and will be in effect until December 31, 2020:

 Jurisdiction  Blanket Order
 Alberta  Alberta Securities Commission Blanket Order 51-508 Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials
 British Columbia  BC Instrument 51-516 Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials
 Manitoba  To be added once available
New Brunswick  NB Blanket Order 51-508 Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials
 Newfoundland and Labrador  Blanket Order 115 Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials
 Northwest Territories  To be added once available
 Nova Scotia Nova Scotia Blanket Order No. 51-511 Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials
 Nunavut  To be added once available
 Ontario Ontario Instrument 51-504 Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials
 Prince Edward Island  To be added once available
 Quebec  To be added once available 
 Saskatchewan  General Order 51-502 Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials
 Yukon  To be added once available

For further information, please see Canadian Securities Regulators Provide Temporary Relief to Public Companies With Delayed Annual Meetings Due to COVID-19 (May 1, 2020). 

DISCLAIMER: This publication is intended to convey general information about legal issues and developments as of the indicated date. It does not constitute legal advice and must not be treated or relied on as such. Please read our full disclaimer at www.stikeman.com/legal-notice.

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