Regulatory Review Reveals More Problems with Corporate Disclosure



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Nearly one-fifth of the 840 companies whose continuous disclosure was reviewed by Canadian regulators during the fiscal year ended March 30, 2018 were forced to file a new tax return. .

According to a report released Thursday by the Canadian Securities Administrators, 18 percent of this figure went from 13 percent in fiscal 2017. Although there were fewer companies examined at During the most recent year, the number required to re-rank some of their disclosures has increased.

In addition, eight percent of the companies reviewed were returned to the application and the default lists in 2018, compared with 6% the previous year, when 1,014 companies were reviewed.

In each of the last two years, approximately 80% of reviews have focused on a legal or regulatory issue, a problem or emerging industry, the implementation of recent rules or issues "where regulators say that they believe that there could be an increased risk of harm to investors. "

General surveillance through press releases, press articles or complaints, said the AUC

. The use of non-GAAP (Generally Accepted Accounting Principles) financial measures, which is a problem, remains a concern for regulators.

The use of these measures, as well as the proper disclosure of what is done, can help explain changes in performance, cash flow, or financial condition.

However, regulators followed "an increased prevalence […] when the stated purpose and the utility of the measure are unclear and do not fit with the nature of the adjustments that are made". This, combined with a lack of clear information on what is being done, "

Regulators believe that non-GAAP measures are not meant to be the main element of the content of companies' websites or "key messages" from investors in company presentations, fact sheets, news releases or news releases. on social media, but many companies continue to "overemphasize NGM (non-GAAP) measures."

In some cases, a "less favorable" accounting measure generally accepted "are not presented or discussed, or are disclosed in a less prominent place," say regulators.

The report notes that the use of non-GAAP measures is important in the real estate sector. Many issuers do not provide sufficient transparency regarding the various adjustments made to non-GAAP measures, such as Adjusted Operating Funds (AFFO), particularly when adjustments are management's estimates. . Regulators reviewed the companies' continuous disclosure contained in various documents and other communications with investors, including financial statements, management reports, technical reports on mining, press releases and other information. press releases. and social media.

"The volume of disclosure filed does not necessarily correspond to full compliance," notes the report.

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