Securities Law

51-104 - Disclosure of Corporate Governance Practices [MI Proposed - Lapsed]

Published Date: 2004-04-23
Rescinded Date: 2012-07-18

Concurrently Published:

Multilateral Instrument 51-104
Disclosure of Corporate Governance Practices

Part One
Application and Interpretation

1.1 Application - This Instrument applies to all reporting issuers other than,

(1) investment funds and issuers of asset-backed securities, as defined in National Instrument 51-102 Continuous Disclosure Obligations,(2) designated foreign issuers and SEC foreign issuers, as defined in National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers, and(3) credit support issuers and exchangeable security issuers that are exempt under Part 13 of NI 51-102 Continuous Disclosure Obligations.

1.2 Meaning of Independence

(1) Except in British Columbia, a director is independent if he or she is independent within the meaning of that term in Multilateral Instrument 52-110 Audit Committees (other than an individual described in clauses 1.4(3)(f)(i) or (g) of that instrument).(2) In British Columbia, a director is independent(a) unless a reasonable person with knowledge of all the relevant circumstances would conclude that the director is in fact not independent of management or of any significant shareholder, or(b) if the issuer is a reporting issuer in another jurisdiction, and the director is independent under subsection (1).

Part Two
Disclosure and Filing Requirements

2.1 Disclosure and Filing Requirements

(1) Every issuer must include the disclosure required by Form 51-104F in its management information circular, if management of the issuer solicits proxies from its securityholders for the purpose of electing directors to its board.(2) An issuer that is not required to send a management information circular to its securityholders must provide the disclosure required by Form 51-104F in its annual MD&A required to be filed under NI 51-102 Continuous Disclosure Requirements.

Part Three
Exemptions and Effective Date

3.1 Exemptions - The securities regulatory authority or regulator may grant an exemption from this rule, in whole or in part, subject to conditions or restrictions imposed in the exemption.3.2 Effective Date - This Instrument comes into force on ●.


Form 51-104F
Disclosure of Corporate Governance Practices

1. Board of Directors — Disclose how the board facilitates its exercise of independent supervision over management, including:(1) the identity of the issuer’s independent directors, and(2) the identity of the issuer’s directors who are not independent and the circumstances that led to that determination.

2. Board Committees — For each board committee, except the audit committee, disclose the committee’s function and the identity of each member.3. Ethical Business Conduct — Describe what steps, if any, the board of directors takes to encourage and promote a culture of ethical business conduct.

4. Board Orientation and Continuing Education — Describe what steps, if any, the board of directors takes to orient new board members, and describe any measures the board takes to provide continuing education for board members.

5. Assessment

(1) Describe what steps, if any, the board of directors takes to assess:(a) its own effectiveness and performance,(b) the effectiveness and performance of each committee of the board, and(c) the performance of the individuals occupying the roles of chair, chair of each board committee, director and chief executive officer.(2) For each assessment in subsection (1):(a) describe the process of conducting the assessment,(b) identify who conducts the assessment, and(c) describe how assessments are reviewed.

6. Compensation — Disclose what steps, if any, are taken to determine compensation for the issuer’s directors and chief executive officer, including:

(1) who determines compensation, and(2) the process of determining compensation.

7. Nomination of Directors — Disclose what steps, if any, are taken to identify new candidates for board nomination, including:

(1) who identifies new candidates, and

(2) the process of identifying new candidates.


Instructions for completing Form 51-104F

(1) This form is not intended to suggest the specific corporate governance practices and policies that should be adopted by all issuers. Each reporting issuer should adopt the corporate governance practices and policies most suitable for its specific business, structure and market.

(2) This form applies to both corporate and non-corporate entities. Where this form refers to a particular corporate characteristic, such as a board of directors, the reference should be read to also include any equivalent characteristic of a non-corporate entity.

(3) Board of Directors - Some of the following items may be considered in disclosure under item 1 of the form:

  • procedures that an issuer has for strategic planning,
  • succession planning, including appointing, training and monitoring senior management,
  • communications practices, and
  • existence and summary content of any board mandate.

(4) Board Committees - Disclosure under item 2 of the form may include the existence and summary content of any committee charter.

(5) Ethical Business Conduct - Some of the following items may be considered in disclosure under item 3 of the form:

  • procedures for
  • addressing conflicts of interest,
  • evaluating the integrity of the chief executive officer and other senior officers,
  • addressing confidentiality of corporate information,
  • monitoring compliance with applicable laws and regulations,
  • the existence and summary content of any code of ethics.

(6) Assessment - The information required by item 5 of the form may be cross-referenced if an individual is being assessed in multiple roles.

(7) Compensation - The information required by item 6 of the form may be cross-referenced if the information is already disclosed in item 2 as part of a compensation committee discussion.

(8) Nomination of Directors - The information required by item 7 of the form may be cross-referenced if the information is already disclosed in item 2 as part of a nomination committee discussion.