The Ontario Securities Commission has released a report detailing the results of its past year of issuers’ disclosure reviews.
It reports that in fiscal 2006, it completed 144 full and issue-oriented reviews of prospectuses and rights offering documents, which is lower than fiscal 2005. It also completed 471 continuous disclosure reviews in 2006, up 19% from the previous year.
Of the total of 640 prospectus and CD review outcomes (a single file can generate more than one outcome), 269 resulted in no action, 256 required prospective disclosure improvements, there were 60 refilings, 21 default/cease traded, 19 prospective accounting changes, and 15 referrals to enforcement.
Most of the refilings related to: weakness in management’s discussion and analysis, accounting changes and auditor oversight. “The MD&A continues to be an area of weakness with approximately half of the refilings related to MD&A deficiencies,” it reports.
The OSC says that it also requested refilings to correct measurement or significant financial statement disclosure errors that resulted from non-compliance with the Canadian Institute of Chartered Accountants Handbook.
Approximately 10% of refilings were to comply with auditor oversight rule. “Most of the issuers in this category were smaller companies that had engaged an auditor not registered with the Canadian Public Accountability Board,” it notes.
The OSC also completed a substantial number of targeted reviews in 2006. These reviews tended to focus on a specific industry or were initiated as a result of recently implemented rules or policies.
It reviewed the filings of 95 issuers across the country to assess compliance with the audit committee composition requirements and responsibilities. “We found the level of compliance with these provisions of the instrument to be unacceptable,” it reports.
It also reviewed the filings of 47 issuers to assess compliance with the requirement to file a technical report triggered by the filing of a news release or a directors’ circular under the rule mandating standards of disclosure for mineral projects. It found that 75% of the issuers were in compliance. For the remaining 25%, it conducted a full CD review, required the filing of a technical report or ensured that these issuers committed to changes in future filings.
The OSC also initiated a review to assess compliance with the accounting guideline dealing with “Consolidation of Variable Interest Entities”. “Based on our review, we found compliance in this area to be adequate,” it concludes.
OSC issues report on 2006 disclosure reviews
Number of continuous disclosure reviews up 19%
- By: James Langton
- October 27, 2006 October 27, 2006
- 15:40