49 DOCUMENTS REQUIRED Material change reports If a material change occurs in the affairs of a reporting issuer, the reporting issuer must immediately issue and file a news release, authorized by senior officers, disclosing the nature and substance of the change. The issuer must also file a material change report on SEDAR within 10 days of the date on which it occurs. A material change is defined as a change in the business, operations or capital of the reporting issuer that would reasonably be expected to have a significant effect on the market price or value of any of its securities. Material information Material information is defined as information relating to the business and affairs of a company that results in, or would reasonably be expected to result in, a significant change in the market price or value of any of the company’s listed securities. It consists of both material change and material facts. Material information must be disseminated via news release on an exchange-approved news wire. Business Acquisition Reports (BAR) A BAR must be filed by a company after completing a significant acquisition. It describes the business(es) acquired and the effect of the acquisition on the reporting issuer. The BAR includes financial statements of the acquired business and pro forma financial statements of the reporting issuer reflecting the impact of the acquisition. Ongoing disclosure requirements may change from time to time; companies are advised to consult a securities lawyer for information on these and other regulatory requirements. Corporate governance The CSA has published Corporate Governance Guidelines that provide guidance on corporate governance practices. These are designed to: • achieve a balance between providing protection to investors and fostering fair and efficient capital markets and confidence in capital markets; • be sensitive to the realities of the greater numbers of small companies and controlled companies in the Canadian corporate landscape; • take into account the impact of corporate governance developments in the U.S. and around the world; • recognize that corporate governance is evolving; and • ensure that each issuer discloses special information regarding its corporate governance practices. Other responsibilities Board of directors The board has a larger profile in a public company, as they become responsible for disclosing information to a large number of public shareholders. Directors are accountable to the shareholders and must act in their best interest. Members of the board can offer advice relating to broader issues and long-term goals. They can serve as a good balance to the company’s management and lend credibility to the company. The free flow of capital… Is dependent on the free flow of information.
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