CANADA Law and Practice Contributed by: Sarah Gingrich, Sean Stevens, Marie-Josée Neveu and Tracy Hooey, Fasken
6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Canadian public companies are required to file several annual financial reports. These include the following. • Annual and Quarterly Financial Statements including the company’s income statement, balance sheet, statement of changes in equity and cash flow statement. • Annual and Quarterly Management’s Discus - sion and Analysis (MD&A) which provides management’s analysis of the company’s financial condition, results of operations and future prospects. • An Annual Information Form (AIF) that details the company’s operations, management, gov - ernance structure and risk factors. • A Proxy Circular distributed in advance of the company’s AGM that provides information to shareholders regarding matters subject to a shareholder vote – eg, the election of direc - tors and auditor appointment. • Annual and Quarterly CEO/CFO certifications of the accuracy and completeness of the company’s financial statements and disclo - sures. 6.2 Disclosure of Corporate Governance Arrangements Canadian securities laws have, since 2005, required the disclosure of certain public compa - ny corporate governance practices, including as relates to (i) board composition and independ - ence, (ii) the board’s mandate, (iii) ethical busi - ness conduct and codes, (iv) the continuing edu - cation of directors, (v) the nomination process for directors, (vi) the compensation process for directors, and (vii) standing board committees. Canadian securities regulators have also issued
related guidelines for corporate governance dis - closure best practices. In 2014, most Canadian jurisdictions (ie, provinc - es and territories; see 1.2 Sources of Corporate Governance Requirements ) adopted require - ments that non-venture Canadian public compa - nies disclose their policies and targets for female representation on their boards and in executive officer positions, as well as the number and pro - portion of women in those roles. In 2021, Cana - dian public companies governed by the CBCA became required to disclose prescribed infor - mation regarding “designated groups” , being women, Aboriginal people, members of visible minorities and persons with disabilities. In 2023, the CSA published alternative amendments for public comment that could impose additional corporate governance disclosure requirements regarding persons from specifically identified groups. Overall, corporate governance disclo - sure requirements and best practices in Canada continue to evolve. 6.3 Companies Registry Filings The registry filings required by a Canadian com - pany are as prescribed by the company’s gov - erning corporate statute. For example, under the CBCA these include (i) an Annual Return detail - ing the company’s registered office address, directors, and officers, and (ii) prompt filing of any changes to information included in an Annual Return. Failure to comply with these filing requirements can result in penalties, administra - tive dissolution or other adverse consequences. As discussed at 2.1 Hot Topics in Corporate Governance , as of 2024, CBCA companies must file information regarding individuals with significant control over the company, some of which information will be publicly available.
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