CSA Seeking Comments Regarding Proposed Changes to NI 52-112

The Canadian Securities Administrators (CSA) are seeking comments on proposed amendments to National Instrument 52-112, Non-GAAP and Other Financial Measures Disclosure (NI 52-112), Companion Policy 52-112 (CP 52-112) and Multilateral Instrument 11-102, Passport System (together, the proposed amendments).

Background

NI 52-112 and CP 52-112 were published in 2021 to address stakeholder demands for consistent, transparent disclosure of non-GAAP financial measures. They require issuers to disclose management-defined performance measures (MPMs) outside of financial statements as non-GAAP financial measures, before they can be disclosed as MPMs in the financial statements.

The new IFRS 18 standard, Presentation and Disclosure in Financial Statements, which will become effective for reporting periods beginning on or after January 1, 2027, will require issuers to disclose MPMs in a note to their financial statements (when specific criteria are met).

The proposed amendments seek to ensure that measures disclosed as MPMs in financial statements under IFRS 18 remain subject to NI 52-112 when disclosed outside the financial statements.

The Proposed Amendments

The proposed amendments introduce key changes, including an updated definition of “non-GAAP financial measure” to encompass MPMs, as well as new definitions for “additional subtotal” and “management-defined performance measure.” They also propose allowing certain information to be incorporated by reference to the notes in the financial statements, thereby reducing duplicative disclosure.

In addition, the proposed amendments set out new disclosure requirements for subtotals presented outside the financial statements, while maintaining exemptions for issuers currently covered under existing blanket orders and rules. Issuers would be required to provide appropriate context when disclosing additional subtotals outside the financial statements and may incorporate by reference certain information to streamline reporting.

The proposed amendments aim to minimize disruption to current disclosure practices; issuers would not need to make material changes to how non-GAAP financial measures are reported outside the financial statements.

Request for Comments

The CSA invites stakeholders to provide feedback on the proposed amendments. The 90-day comment period is open until February 11, 2026. If you have any questions or would like to weigh in, please contact any member of our Capital Markets group.