This month, the Canadian Securities Administrators (CSA) released its ‘Year in Review’ which summarizes the activities of the provincial and territorial regulators over the past year (July 1, 2022 – June 30, 2023) (the Report). The Report outlines the CSA’s strategic goals and the progress which has been made over the past year to attain those goals. Some of the highlights of the Report include the following:

Creation of a Single SRO

The CSA worked quickly to oversee and guide the amalgamation of the MFDA and IIROC (and their investor protection funds) into what is now CIRO. CIRO oversees all investment dealers, mutual fund dealers, and trading activity on Canada’s debt and equity marketplaces. While the new SRO launched on January 1, 2023, there is still considerable work to be done, including the consolidation and harmonization of the former IIROC and MFDA rulebooks.

Launch of SEDAR+

The much-anticipated SEDAR+ is now live with an aim to providing a more secure digital platform to consolidate a number of legacy systems to streamline access for market participants. While some early hiccups were experienced, the CSA has maintained its commitment to continuously improve the platform to enhance both filer and investor experiences over time. In the future, SEDAR+ will incorporate other existing systems, including the System for Electronic Disclosure by Insiders (SEDI) and the National Registration Database (NRD).

Investor Protection

OBSI – Currently, the Ombudsman for Banking Services and Investments can issue non-binding compensation recommendations to firms with respect to client complaints brought to OBSI. The CSA is currently developing a proposal which would provide OBSI with the authority to issue awards which are binding on firms.

Fee Transparency and Total Cost Reporting – The CSA published final amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and its Companion Policy requiring annual reporting to clients showing the ongoing costs of owning mutual funds, ETFs, scholarship plans and segregated funds. The information must be expressed as both a percentage for each fund, and as an aggregate amount, in dollars, for all investment or segregated funds owned by the client during the year. These changes will take effect January 1, 2026, with first statements to be issued to clients for the year ending December 31, 2026.

Compliance with the Client Focused Reforms – The CSA and CIRO recently completed their review of conflicts of interest practices across various registration categories to assess how firms have met their obligations under the enhanced conflict of interest provisions brought about by the CFRs (see our article above). The CSA and CIRO will now turn their attention to assessing how registrants are complying with other obligations under the CFRs, including know-your-client, know-your-product, and suitability determination requirements.

Mutual Fund Chargebacks The CSA initiated a review of the use of chargebacks in the mutual fund industry arising out of concerns related to potential conflicts of interest. The review is ongoing and will include a survey of securities registrants to better understand their use of chargebacks.

Disclosure Trends

Climate-Related Disclosure Since publishing for comment the proposed climate-related disclosure rule in October 2021, the CSA has continued to monitor international developments including proposed SEC rule amendments which would require registrants to provide certain climate-related information in their registration statements and annual reports. The CSA also reviewed the International Sustainability Standards Board (ISSB) standards that were published in June of this year. The CSA has indicated that it will conduct further consultations to adopt disclosure standards based on these ISSB standards, modified where needed for the Canadian context.

Diversity Disclosure Earlier this year the CSA sought public comment on two diversity disclosure approaches that would require disclosure on aspects beyond the representation of women. The CSA also proposed changes on corporate governance policy to enhance existing guidelines related to the director nomination process and introduce new guidelines regarding board renewal and diversity. These proposed amendments are designed to provide investors with relevant information to enable them to better understand how diversity ties into an issuer’s strategic decisions.


The CSA released Staff Notice 21-332 Crypto Asset Trading Platforms: Pre-Registration Undertakings – Changes to Enhance Canadian Investor Protection which outlined detailed expectations for the pre-registration undertakings (PRUs) the regulator expected from unregistered crypto trading platforms operating in Canada while they pursue registration. These PRUs include, among other things, enhanced expectations regarding the custody and segregation of crypto assets held for Canadian clients and a prohibition on the offering of margin, credit, or other forms of leverage to any Canadian client. Platforms that have filed PRUs may continue operations while their applications for registration and any related relief are reviewed. Those platforms which did not deliver a PRU and did not crease operating in Canada are subject to enforcement action to bring them into compliance with Canadian securities laws.

Regulatory Burden Reduction

Prospectus Filing Modernization The CSA published for comment a number of amendments to various instruments aimed at introducing a new two-stage process to modernize the prospectus filing model. The first stage of amendments would allow investment funds which are continuously distributed to file a new prospectus bi-annually instead of annually and would repeal the requirement to file a final prospectus no more than 90 days after the issuance of a receipt for a preliminary prospectus. The CSA also sought public comment on a new shelf prospectus filing model which could apply to all investment funds in continuous distribution. The CSA has reviewed comments in response to these proposals and is in the process of seeking approval to publish finalized amendments.

Improved Continuous Disclosure for Non-Investment Funds The CSA published proposed amendments to National Instrument 51-102 Continuous Disclosure Obligations which would significantly streamline and clarify the annual and interim filings and disclosures for non-investment fund reporting issuers. The amendments are described by the CSA as intending to eliminate duplicative continuous disclosures, combine overlapping disclosures into one reporting document, and to amend or eliminate any disclosure requirements that negatively impact the quality, understandability, and usability of such disclosure. The CSA is currently making certain non-material revisions to the proposed amendments in response to comments.

It has been a very busy fiscal year for the CSA and we expect the pace of change to continue into 2024.

September 28, 2023