Canadian Securities Regulators Propose Changes to Insider Reporting Regime

Vancouver – The Canadian Securities Administrators
(CSA) published today proposed materials for comment that aim to
modernize, harmonize and streamline how insiders report their securities
transactions to the public.

The proposed National Instrument 55-104 Insider Reporting Requirements
and Exemptions
, the companion policy, and related amendments
set out the framework and guidelines for a new insider-reporting
regime. Proposed changes to the insider reporting regime would,
among other things:

  • reduce the number of insiders required to file insider reports
    to a core group with the greatest access to material undisclosed
    information and the greatest influence over the reporting issuer
  • move the reporting deadline from 10 days to five days after
    the trade for most transactions
  • simplify and bring consistency to stock-based compensation
    reporting requirements
  • give issuers the option to file reports on stock-based compensation
    for insiders
  • require an issuer to disclose whether any of its insiders failed
    to file an insider report on time

The new regime would generally consolidate the main insider reporting
requirements and exemptions in a single national instrument, except
in Ontario where the main insider reporting requirements will remain
in the Ontario Securities Act. Despite the difference, the substance
of the requirements for insider reporting will be the same across
the CSA jurisdictions.

Although the CSA is not proposing any changes to the System for
Electronic Disclosure by Insiders (SEDI) as part of this initiative,
several of the proposed changes should help issuers and insiders
comply with their filing obligations relating to SEDI.

The CSA expects the proposed instrument will make it easier for
issuers and insiders to understand their obligations. It should
also help to promote timely and effective compliance.

The proposed materials are available on the websites of various
CSA members. The comment period is open for 90 days.

The CSA, the council of the securities regulators of Canada’s
provinces and territories, co-ordinates and harmonizes regulation
for the Canadian capital markets.

For more information:

Laurie Gillett
Ontario Securities Commission
Ainsley Cunningham
Manitoba Securities Commission
Sylvain Théberge
Autorité des marchés financiers
Wendy Connors-Beckett
New Brunswick Securities Commission
506 643-7745
Ken Gracey
British Columbia Securities Commission
Natalie MacLellan
Nova Scotia Securities Commission
Mark Dickey
Alberta Securities Commission
Barbara Shourounis
Saskatchewan Financial Services Commission
Marc Gallant
Office of the Attorney General
Prince Edward Island
Doug Connolly
Financial Services Regulation Div.
Newfoundland and Labrador
Fred Pretorius
Yukon Securities Registry
Louis Arki
Nunavut Securities Office
Donn MacDougall
Northwest Territories
Securities Office