News

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What you need to know about mandatory reporting of breaches of security safeguards

Sep 17, 2018

On September 17, 2018, the Office of the Privacy Commissioner of Canada (OPC) published draft guidelines on mandatory breach reporting under the Personal Information Protection and Electronic Documents Act (PIPEDA).

The guidelines are intended to assist organizations in meeting their breach reporting and record-keeping obligations under PIPEDA’s mandatory breach reporting regime, which comes into force on November 1, 2018. Organizations have until October 2, 2018 to provide feedback on these draft guidelines.

Review the press release and draft guidelines on the OPC's website and a summary on Blakes Businness Class' website.

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Report: Diversity Disclosure Practices 2018 – Women in leadership roles at TSX-listed companies

Sep 14, 2018

On September 14, 2018, Osler published their fourth annual report on diversity disclosure practices. The survey results are encouraging, but they reveal more work needs to be done at the board level and results at the executive officer level remain disappointing.

The report findings provide insight into the following areas:

  • breakdown and percentages of women on boards for full-year 2017
  • breakdown and percentages of women executive officers for full-year 2017
  • industry breakdown of women directors for full-year 2017
  • diversity policies and targets for full-year 2017
  • 2018 mid-year results regarding the number and percentage of women directors and women in executive officer positions by industry
  • board policies on diversity and policies related to the nomination and identification of women on boards
  • targets for women on boards and in executive officer positions

The report also includes statistics on the proportion of companies with a female CEO and companies with a female board chair.

Review the press release and the report on Osler's website.

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Senator Warren Introduces Bill to Mandate Disclosure of Climate Risk in SEC Filings

Sep 14, 2018

On September 14, 2018, the U.S. Senate released the "Climate Risk Disclosure Act", which requires public companies to disclose more information about their exposure to climate-related risks, which will help investors appropriately assess those risks, accelerate the transition from fossil fuels to cleaner and more efficient energy sources, and reduce the chances of both environmental and financial catastrophe.

In a summary published by Davis Polk LLP, the Climate Risk Disclosure Act would require the SEC to issue rules for every public company to disclose:

  • Its direct and indirect greenhouse gas emissions
  • The total amount of fossil-fuel related assets that it owns or manages
  • How its valuation would be affected if climate change continues at its current pace or if policymakers successfully restrict greenhouse gas emissions to meet the Paris accord goal; and
  • Its risk management strategies related to the physical risks and transition risks posed by climate change

The SEC can tailor the rules to different industries, and impose additional requirements on companies in the fossil fuel industry.

Review the Act on the U.S. Senate's website.

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IASB concludes FICE DP webcast series

Sep 11, 2018

September 11, 2018, the International Accounting Standards Board (the Board) released its sixth and final webcast in a series of web presentations related to the Discussion Paper "Financial Instruments with Characteristics of Equity".

This webcast discusses the Board’s preferred approach approach to the presentation of financial liabilities.

Review the press release on the Board's website, which offers access to the webcast and to the slides, which can be downloaded separately.

All six webcasts of the series are available on the Board's FICE project page.

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Paper on the satisfaction with existing segment disclosure requirements

Sep 10, 2018

In 2018, the CFA Institute, a global association of investment professionals, published "Segment Disclosures: Investor Perspectives". For the paper, the CFA Institute surveyed its members, including portfolio managers and analysts, regarding their level of satisfaction with existing segment disclosure requirements and solicited their views on areas for improvement as well as general perceptions about segment disclosures.

The survey results show that 75% of investors rate segment disclosures as very important to their analysis, but that only 13.4% are satisfied with the segment disclosures as currently provided. The survey therefore concludes that the implication for standard-setters is that there is substantial work to be done to meet segment disclosure investor needs.

The following additional results are also provided in the report:

  • 83.4% of respondents strongly agreed or agreed that segments should be disclosed as a critical audit matter.
  • 67.8% of respondents agreed or strongly agreed that competitive harm is overstated as a reason not to improve segment disclosures.
  • 86.6% of respondents agreed or strongly agreed that technological improvements should, but have not, substantially improved segment disclosures.
  • 72.7% of respondents agreed that regulators do not seem to enforce segment disclosure requirements effectively.
  • 61.8% of respondents indicated that the public discussion of results was not necessarily consistent with segment results.
  • 74.8% of respondents agreed that non-GAAP measures are not, but should be, reconciled to segment results.
  • 77.8% of respondents noted that segment disclosures are not always presented clearly and reconciled to the basic financial statements.
  • 82.4% stated that presentation by product/service or by region made comparative analysis more difficult.

Although the paper is more focused on US GAAP and Topic 280, the paper points at the similarity of the segment reporting requirements between US GAAP and IFRS and notes that a review of IFRS 8 Operating Segments should also be a project for the IASB.

Review the full report on the CFA Institute's website.

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Deloitte readiness survey highlights complexities around implementing the new Leases standards

Sep 07, 2018

On September 7, 2018, we released the report "Navigating the impact of the new Leases Standards — A Deloitte Global IFRS 16 and ASC 842 readiness survey". As Deloitte accompanies organizations in their new Leases standards implementation projects, we identified a need for organizations to share their many challenges and to understand those faced by others in their jurisdictions, regions and industries around the world. In response, Deloitte launched the Global IFRS 16 and ASC 842 readiness survey, which highlights the challenges and complexities facing organizations when implementing IFRS 16 and ASC 842 across the world.

Key findings of the survey are:

  • 52% of organizations anticipate a "material change" to their financial reporting
  • 67% of all organizations have not yet started or are on the impact assessment phase
  • 34% rate the determination of lease terms as highly complex
  • 86% of organizations are not considering early adoption
  • 43% have not yet determined their transition budgets
  • 74% of respondents do not currently have dedicated software systems for contracts
  • 61% of respondents are considering externally developed leasing systems
  • 38% of IFRS 16 respondents are considering the modified retrospective approach

Review the full survey results on our Global IAS Plus website.

Financial Executives International (FEI) published an interview with Deloitte lead partner on the survey Laurence Rivat discussing the survey results and especially IT aspects around implementing the new standards.

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CSA proposes rule regarding non-GAAP and other financial measures

Sep 06, 2018

On September 6, 2018, the Canadian Securities Administrators (CSA) published for comment Proposed National Instrument 52-112 "Non-GAAP and Other Financial Measures Disclosure" (the Proposed Instrument), which establishes disclosure requirements for issuers that disclose non-GAAP and other financial measures. These measures often lack standardized meanings, resulting in potentially misleading or confusing disclosure.

When implemented, the Proposed Instrument will provide authoritative Canadian securities legislative requirements for issuers when they disclose non-GAAP and other financial measures. The Proposed Instrument would replace Staff Notice 52-306 (Revised) Non-GAAP Financial Measures, which provided guidance to help ensure such disclosure is not misleading. Staff Notice 52-306 was issued in 2003 and updated several times subsequently to respond to changing circumstances.

Additionally, the Proposed Instrument:

  • relates to the disclosure of financial measures (including ratios) that are non-GAAP financial measures, segment measures, capital management measures and supplementary financial measures, as defined in the Proposed Instrument;
  • refers to all documents (e.g., Management’s Discussion and Analysis, news releases, the Annual Information Form, prospectuses etc.) including other written communications in websites or social media; and
  • includes an updated definition of a non-GAAP financial measure which builds upon and incorporates the disclosure guidance in Staff Notice 52-306.

Review the press release on the CSA's website and the Proposed National Instrument on the CSA members’ website.

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IFRS 16 – Changes that impact borrowers and lenders are coming to Canada - Are you ready?

Sep 06, 2018

On September 6, 2018, Cassels Brock Lawyers published an article on the impact of IFRS 16 on loan agreements.

Considerations that both the borrowers and lenders need to take include:

  • The most apparent effect of the new IFRS 16 will be on a borrower’s financial ratios in their loan agreements. Any ratios that utilize these terms, including asset turnover ratios, debt-to-equity ratios, current ratios and EBTIDA metrics, all which are common financial covenants in loan agreements, will also be impacted and should be tested in light of IFRS 16 treatment.
  • Borrowers should consider whether they will be able to meet their financial covenants as currently contemplated and they should consider working with their lenders to amend loan agreements to deal with the implementation of IFRS 16.
  • Lenders will need to consider if their current lending documents adequately deal with the changes that IFRS 16 will bring.

Review the full article on Cassels Brock Lawyers' website.

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Summary of the July 2018 ASAF meeting now available

Sep 04, 2018

On September 4, 2018, the staff of the International Accounting Standards Board (the Board) have made available a summary of the discussions of the Accounting Standards Advisory Forum (ASAF) meeting held in London on July 9 and 10, 2018.

The topics covered during the meeting were the following (numbers in brackets are references to the corresponding paragraphs of the summary):

  • Financial instruments with characteristics of equity (1–6): The IASB staff provided an education session for ASAF members on the Discussion Paper Financial Instruments with Characteristics of Equity issued in June 2018.
  • Business combinations under common control (7–25): ASAF members discussed (1) discuss the results of a joint investor survey conducted by the HKICPA and OIC as well as (2) measurement approaches developed by the staff for transactions within the scope of the Board’s BCUCC project.
  • Better communication (26–41): ASAF members gave feedback (1) on moving the primary financial statements project from the research agenda to the standard-setting agenda and (2) on the AcSB’s draft framework for reporting performance measures.
  • Property, Plant and Equipment – Proceeds before intended use (42–48): ASAF members were asked for advice on the possible ways forward regarding ED and the project in general.
  • Goodwill and impairment (49–68): ASAF members (1) offered their views about disclosures that the Board tentatively decided to consider and additional possible disclosures the staff are considering to improve disclosure requirements for business combinations, goodwill and impairment and (2) were asked whether they have any suggestions or ideas for other possible disclosures that can provide better and timely information without imposing costs that exceed the benefits.
  • Better communication (continued) (69–77): The ASAF members provided advice on (1) the Board's process for developing and drafting guidance for the Board regarding disclosure objectives and requirements and (2) which standards the Board should select for review.
  • Accounting for pensions (78–91): ASAF members discussed a proposal that the IASB consider hybrid pension plans either as another dimension of the research pipeline project or a project in itself.
  • Project updates and agenda planning (92–95): ASAF members discussed the proposed agenda for the October 2018 ASAF meeting.

A full summary of the meeting is available on the Board's website.

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AMF provides issuers with guidance on modern slavery disclosure requirements

Sep 04, 2018

On September 4, 2018, the Autorité des marchés financiers (AMF) published the Notice relating to modern slavery disclosure requirements. The notice provides issuers with guidance on their modern slavery disclosure requirements so that they can determine what information they need to disclose and can improve or complete that information.

Modern slavery, which can take a variety of forms, includes any work or service performed by a person involuntarily and under the threat of any penalty.

The notice provides an overview of recent key regulatory or government initiatives and highlights investors’ growing interest in the social responsibility of issuers. It also describes some of the requirements that may compel issuers to provide information on modern slavery in their continuous disclosure documents and presents the results of an issue-oriented review by AMF staff of the disclosure practices of certain issuers.

Review the press release and notice on the AMF's website.

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