The guidance provided in CSA Staff Notice 52-306, largely codified through this Proposed Instrument, provides issuers with a “road map” for disclosing their non-GAAP financial measures. 


The Institute of Corporate Directors (ICD) believes that Canada’s reputation as a global governance leader is enhanced by its strong director independence requirements.


Canada’s corporate governance regime is a principles-based one. Our public issuers are subject to a fulsome set of rules through harmonized provincial securities and stock exchange regulations.


Reporting issuers in Canada contend with significant compliance and disclosure obligations. 


In overseeing the financial reporting process, including the work of the external auditor, audit committees play a vital and integral role in the financial reporting of public companies. 


Directors of Ontario companies must be allowed to exercise their fiduciary duty with clear understandings of the applicability of their due diligence defences and the limits to their liability.


This letter is submitted on behalf of the Institute of Corporate Directors (“ICD”) in response to the invitation to comment on the CSA’s proposed amendments to Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids (MI 62-104) and changes to National Policy 62-203 Take-Over Bids and Issuer Bids (NP 62-203) (collectively, the Proposed Bid Amendments).


While the ICD believes that the guidance provided by the CSA targets the appropriate issues, our letter focuses on three recommendations in areas where we feel guidance alone will not address the concerns held by many capital market participants regarding proxy advisory firms.


The ICD is a strong proponent of greater board diversity and we commend the OSC for its measured and thoughtful consideration of this important issue. We support the overall approach as outlined in the Proposed Amendments.


In response to Industry Canada's Consultation on the CBCA, the ICD strongly agrees with the federal government that Canada must maintain a strong corporate governance framework that both reflects and facilitates the best practices of Canadian corporations. 

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