Securities legislation in Canada requires reporting issuers – broadly, corporations that issue securities to the public – to disclose the material risks affecting their business and, where practicable, the financial impacts of such risks. Although climate change-related risks are expected to be more pervasive than some other types of risk, they can be difficult to assess and quantify.
On August 1, 2019, the Canadian Administrators issued CSA Staff Notice 51-358, Reporting of Climate Change-Related Risks (Notice). The key objective of the Notice is to provide reporting issuers, particularly smaller issuers, with guidance on preparing disclosures of material climate change-related risks. The Notice reinforces and expands upon existing guidance and is not intended to create new legal requirements or modify existing ones.
For the purpose of the Management Discussion & Analysis (MD&A) and Annual Information Forms (AIF), information is material if a reasonable investor’s decision whether to buy, sell or hold securities in an issuer would likely be influenced or changed if the information in question were omitted or misstated.
Securities legislation imposes a different test for materiality in certain other contexts,, which reporting issuers should consider when preparing disclosure of climate change or other information. These disclosures also provide reprting issuers with an opportunity to inform investors about the sustainability of their business model and to provide insights into how they are mitigating and adapting to these risks.
Boards and Senior Management
The Notice encourages boards of directors and senior management of reporting issuers to review the guidance as it:
- provides an overview of the responsibilities of boards and management relating to risk identification and disclosure;
- outlines relevant factors to consider in assessing the materiality of climate change-related risks; provides examples of some of the types of climate change-related risks to which issuers may be exposed;
- includes questions for boards and management to consider in the climate change context; and
- provides an overview of the disclosure requirements if an issuer chooses to disclose forward-looking climate change-related information.
Download the Notice here
Manning Environmental Law is a Canadian law firm based in Toronto, Ontario. Our practice is focussed on environmental law, energy law and aboriginal law.
Paul Manning is a certified specialist in environmental law. He has been named as one of the World’s Leading Environmental Lawyers and one of the World’s Leading Climate Change Lawyers by Who’s Who Legal.
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