In 2002, the Autorité des marchés financiers (AMF) set up a program of continuous disclosure review (CDR Program) to help ensure that issuers for whom Québec is the principal regulator provide quality and complete financial information in accordance with regulations and in a timely manner. The Program is directly related to the national initiative known as the “Harmonized Continuous Disclosure Review Program” published in Staff Notice 51-312 of the Canadian Securities Administrators (CSA) (pdf - 56 KB)This link will open in a new window
CDR Program Objectives
Since Regulation 51-102 respecting Continuous Disclosure Obligations (“ Regulation 51-102”) is intended to ensure that Canadian investors receive a uniformly high level of continuous disclosure across the country, it is critical to the success of the Regulation that issuers understand and comply with their obligations. The CDR Program therefore has two fundamental objectives: education and compliance.
The first objective is to help issuers understand the nature and extent of their disclosure obligations under the Securities Act (the “Act”) and Regulation 51-102. We attempt to do this through our interaction with issuers during the course of our continuous disclosure reviews. The publication of our annual activity report is another tool designed to help achieve this objective.
The second objective is to determine, through the continuous disclosure review process, whether issuers are in fact complying with their disclosure obligations under the Act and Regulation 51-102. The CDR Program is designed to identify material disclosure deficiencies and questionable transactions that impact the reliability and accuracy of an issuer's disclosure record. Our reviews do not uncover fraud; nor do they provide an analysis of an issuer's financial position. In fact, while the objective of a continuous disclosure review is to improve the overall quality of disclosure provided to the marketplace, the fact that an issuer has been the subject of such a review does not guarantee the accuracy of its disclosure.
What do we look at under the CDR Program?
Generally, an issuer will be subject to either an issue-oriented review or a full review.
Issue-oriented reviews are in-depth, focused reviews. They focus on a particular disclosure issue or industry that we believe warrants regulatory scrutiny.
Full reviews are broader than issue-oriented reviews and encompass more sources of public disclosure. A full review usually includes, among other things, the following information of an issuer:
- Annual financial statements and Management's Discussion and Analysis (MD&A)
- Interim financial statements and MD&A
- Technical disclosure
- Annual Information Forms (AIF)
- Annual Reports
- Information Circulars
Press releases and material change reports
Selection of issuers under CDR Program
Our reviews are conducted on a sample basis. Risk criteria are used to select most issuers for review purposes. Our criteria may therefore vary from time to time.
How will issues identified during the review be resolved?
Deficiencies are brought to the attention of issuers, and we follow up on our observations and recommendations to ensure that the issues identified during our review are resolved in a timely and appropriate manner. When material deficiencies or errors are identified, issuers are required to restate and refile financial statements and other continuous disclosure documents as well as distribute a press release to explain the default.
For more information about the CDR program, contact the AMF Information Centre.
Each year, the AMF publishes the results of reviews conducted within the scope of its Continuous Disclosure Review Program (CDR Program)
Regulations and other texts
- Ongoing Requirements for Issuers and Insiders [51-101 to 58-101]
- For Mining Society, Regulations, Policy Statements and Notices relating to Regulation 43-101 respecting Standards of Disclosure for Mineral Projects