Good Governance Guides

Good Governance Guide: No 4.1

Category: Compliance
Subject: Disclosure
Source: Chartered Secretaries Canada

Generally speaking organizations get themselves into troubled waters when they fail to disclose sufficient information, make misrepresentations about the corporation or the release of material information is inappropriately timed. In today’s governance conscious environment, Officers and Directors of corporations are only too well aware of their personal liability for disclosure miscues. There is not much margin for error with respect to when and what to disclose.

Executives and Directors need to consider carefully the accuracy and timeliness of the following:

• News releases;
• Shareholder information brochures;
• Investor relations material;
• Material Change Reports;
• Filings;
• Management Discussion & Analysis;
• Annual Information Forms;
• Quarterly & Annual Reports;
• Proxy Circulars; and
• Forward-looking statements.

Given the array of reports, it would seem a sensible approach to adopt written disclosure policies and procedures in an effort to clearly delineate who has responsibility and authority and to identify any controls that are sufficient to make the process failsafe. If these policies and procedures are designed by management, then certain Directors or a Committee should be assigned oversight.