Download the PDF:
CSA – NI 52-112 – Non-GAAP and Other Financial Measures Disclosure
Letter Summary:
The Canadian Securities Administrators (CSA) has published a Notice and Request for Comment for proposed amendments and changes to National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (NI 52-112) and other materials (together, the Proposed Amendments).
The Proposed Amendments primarily seek to ensure that measures that have historically been subject to the requirements of NI 52-112 remain subject to its requirements following the adoption of a new International Financial Reporting Standards (IFRS®) Accounting Standard, IFRS 18 Presentation and Disclosure in Financial Statements.
Overview of Comments:
The CAC supported the CSA’s proposed NI 52-112 amendments intended to address IFRS 18 and ensure management-defined performance measures (MPMs) remained subject to securities-law disclosure expectations when used outside financial statements. The CAC also urged the CSA to consider longer-term regulatory flexibility as IFRS disclosure requirements evolve, and to accelerate a transition toward structured, machine-readable financial disclosure supported by improved market infrastructure.
- The CAC reiterated support for moving from PDF-based filings toward structured data (e.g., iXBRL) via utility-led infrastructure improvements to systems such as SEDAR+.
- The CAC supported bringing MPMs within the definition of non-GAAP financial measures and endorsed new requirements for additional subtotals and prominence safeguards.
- The CAC supported incorporation by reference of MPM reconciliations from financial statement notes and backed Companion Policy anti-avoidance guidance.
- The CAC encouraged prospective flexibility and a post-implementation review after IFRS 18 adoption.