News

Securities - CSA Image

Canadian securities administrators adopt amendments related to reselling securities of foreign issuers

Mar 29, 2018

On March 29, 2018, the Canadian Securities Administrators (CSA) published amendments to National Instrument 45-102 Resale of Securities and changes to Companion Policy 45-102CP to National Instrument 45-102 Resale of Securities.

The amendments introduce a new prospectus exemption for the resale of securities (and underlying securities) of a foreign issuer if the issuer is not a reporting issuer in any jurisdiction of Canada, and the resale is on an exchange or a market outside of Canada or to a person or company outside of Canada.

A foreign issuer is an issuer that is not incorporated or organized under the laws in Canada unless the issuer has a head office in Canada or the majority of its directors or executive officers ordinarily reside in Canada.

Provided all necessary regulatory and ministerial approvals are obtained, these will come into force on June 12, 2018.

Review the announcement on the CSA's website and the Notice on the OSC's website.

IFRS - AcSB Image

2017 Changes to Part I – AcSB Due Process – Endorsement Activities

Mar 29, 2018

On March 29, 2018, the Accounting Standards Board (AcSB) released a summary on how new or amended IFRS® Standards make their way into the CPA Canada Handbook – Accounting.

The summary includes an overview of the due process activities they carried out in support of changes made to Part I of the Handbook last year.

Review the summary on the AcSB's website.

IFRS - IASB Image

Proposed amendments to IAS 8 regarding agenda decisions published

Mar 27, 2018

On March 27, 2018, the International Accounting Standards Board (the Board) published an exposure draft "Accounting Policy Changes (Proposed amendments to IAS 8)", considering changes in accounting policies that result from agenda decisions published by the IFRS Interpretations Committee. Comments are requested by July 27, 2018.

 

Background

Applying IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, an entity changes an accounting policy only if the change is required by an IFRS standard or results in improving the usefulness of information provided to users of its financial statements. However, a common reason why an entity voluntarily changes an accounting policy is to reflect non-authoritative explanatory material included in agenda decisions published by the IFRS Interpretations Committee.

To facilitate voluntary changes in accounting policy that result from an agenda decision, the Board intends to amend IAS 8 to lower the impracticability threshold for retrospective application of such changes.

 

Suggested changes

The changes proposed in ED/2018/1 Accounting Policy Changes (Proposed amendments to IAS 8) are focused on a cost benefit analysis:

  • If an entity changes an accounting method as a result of an agenda decision by the IFRS Interpretations Committee, it does a cost-benefit assessment: If the entity's cost of determining the period-specific effects or the cumulative effect of the change exceeds the expected benefits to users of the financial statements, the new accounting policy need not be applied retrospectively.
  • In addition, the Board proposes to include corresponding application guidance for the cost-benefit assessment in the standard.

 

Effective date

The exposure draft does not contain a proposed effective date, which the Board intends to decide on after the exposure.

 

Additional information

Review the press release and the exposure draft on the Board's website.

 

United States Image

How to meet SEC demand for cybersecurity disclosures

Mar 27, 2018

On March 27 2018, Accounting Today published an article on the SEC’s 2018 Guidance on Public Company Cybersecurity Disclosures and the elements that companies need to consider.

The SEC guidance released  includes two new areas: cybersecurity policies and procedures, and insider trading prohibitions.

The guidance spells out the rules of disclosure, stresses the importance of materiality when preparing disclosures and lists five elements of materiality to consider.

Experts from Deloitte are recommending public companies also consider taking an additional five steps:

  1. Assess current policies and procedures related to cyber risks and incidents.
  2. Align cyber risk with operational risk framework, and develop shared understanding on materiality considerations.
  3. Understand disclosure obligations under federal and state laws, and establish and maintain appropriate and effective disclosure controls for cybersecurity risks and incidents.
  4. Examine and update insider trading policies and procedures.
  5. Raise C-suite and board awareness on SEC guidance and company obligations, and assess and test incident management processes, including through cyber war gaming.

Review the article on Accounting Today's website and the guidance on the SEC's website.

Securities - CSA Image

CSA announces policy projects aiming to reduce regulatory burden in public markets

Mar 27, 2018

On March 27, 2018, the Canadian Securities Administrators (CSA) published CSA Staff Notice 51-353 "Update on CSA Consultation Paper 51-404 Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers", which outlines the CSA’s plan to pursue policy projects to examine specific prospectus requirements,  revisit certain continuous disclosure requirements, and enhance electronic delivery of documents.

Specific initiatives the CSA intends to pursue include:

  • removing or modifying the criteria for reporting issuers to file a business acquisition report;
  • facilitating at-the-market offerings;
  • revisiting the primary business requirements to provide greater clarity to issuers preparing an IPO prospectus;
  • considering a potential alternative prospectus model;
  • reducing or streamlining certain continuous disclosure requirements; and
  • enhancing electronic document distribution for investors.

Selection of these projects follows a consultation initiated by the CSA in 2017 on reducing regulatory burden in the public markets. Subsequently, CSA staff received a number of comment letters and certain jurisdictions held in-person consultations on the topic. The chosen initiatives reflect input from a diverse range of stakeholders, including reporting issuers, investor advocates, and industry groups. Certain projects may require longer timeframes than others to complete.

Review the press release and the Notice on the CSA's website.

Canada Image

New Regulations: Notification Requirements for Data Breaches

Mar 26, 2018

On March 26, 2018, the Government of Canada announced that, on November 1, 2018, important changes to the Personal Information Protection and Electronic Documents Act (PIPEDA) will come into force.

In an article from Fasken, among other things, the changes will require domestic and foreign organizations subject to PIPEDA to:

  • notify individuals about privacy breaches;
  • report privacy breaches to the Office of the Privacy Commissioner of Canada and others in certain circumstances; and
  • keep certain records of privacy breaches.

Review summaries from:

Review the press release on the Government of Canada's website.

IFRS - IASB Image

Updated IASB work plan — Analysis

Mar 23, 2018

On March 23, 2018, the International Accounting Standards Board (the Board) updated its work plan following its March 2018 meeting.

Below is an analysis of all changes made to the work plan since our last analysis on February 23, 2018.

Standard-setting project

Maintenance projects

  • Accounting policies and accounting estimates (amendments to IAS 8) — After discussion at the March IASB meeting, the next milestone has changed from "exposure draft feedback" to "decide project direction". No date has been given.
  • Accounting policy changes (amendments to IAS 8) — the work plan states "March 2018" (unchanged entry) and a separate communication confirms that an exposure draft will be published on March 27, 2018.
  • Definition of a business (amendments to IFRS 3) — An IFRS amendment is expected in June 2018 (previously set to Q2 2018).
  • Disclosure initiative — Definition of material (amendments to IAS 1 and IAS 8) — this project has been changed from "standard-setting" to "maintenance". Exposure draft feedback is still expected in April 2018.
  • Disclosure initiative — Targeted standards-level review of disclosures — newly added to the work plan. The Board will decide project direction in June 2018.
  • Improvements to IFRS 8 Operating Segments (amendments to IFRS 8 and IAS 34) — The Board discussed this topic at its March meeting. A feedback statement is now expected in H2 2018.

Research projects

Other projects

The revised IASB work plan is available on the Board's website.

Securities - TSX Image

TSX Company Manual

Mar 22, 2018

On March 22, 2018, the Toronto Stock Exchange (TSX) provided guidance with respect to representations made by an issuer in a prospectus or advertising that it has applied to list its securities on TSX.

Pursuant to Section 346 of the TSX Company Manual (the "Manual"), an issuer may not make any representation, oral or written, that its securities will be listed on TSX or that application has been or will be made to list its securities on TSX except with the written permission of the Director of the Ontario Securities Commission, unless:

  1. application has been made to list the securities and securities of the same issuer are already listed on TSX; or
  2. TSX has granted approval to the listing, conditional or otherwise, or has consented to or indicated that it does not object to the representation. Furthermore, such representation may not be made in a preliminary prospectus, draft prospectus or other offering document, unless otherwise consented to by TSX.

Review the announcement on the TSX's website.

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Report on the February 2018 IFRS Advisory Council meeting

Mar 21, 2018

The IFRS Advisory Council met in London on 27–28 February 2018. Significant topics on the agenda included (1) the value and effectiveness of the IASB's approach to effects analysis, (2) the effectiveness of the Board’s current conference strategy, (3) an academic liaison strategy, (4) the 2018 review of the ASAF, (5) progress on the Foundation’s Emerging Economies engagement, and (6) the Board’s proposed social media strategy.

The report notes the following discussions:

  • Value and effectiveness of the Board's approach to effects analysis — Council members advised how the IFRS Foundation could improve the effectiveness of its Effect Analysis work.
  • Effectiveness of the Board’s current conference strategy — Council members noted that conferences are one tool the Foundation can use to support its goals, but discussed other less-costly ways to achieve the Foundation's objectives.
  • Academic liaison strategy — Council members considered and discussed research, strategic ideas, recognition, and other objectives.
  • 2018 review of the ASAF — Council members discussed the dividing views on two key questions: (1) Should ASAF be formally incorporated into the IFRS Foundation’s Constitution? and (2) Should consultation with ASAF be a mandatory due process step in the Due Process Handbook?
  • Progress on the Foundation’s Emerging Economies engagement — Council members received an update and encouraged the Foundation to continue to expand their engagement in emerging economies.
  • Board’s proposed social media strategy — Council members encouraged a "push only" media strategy rather than a (more extensive) two-way social media debate.

The full meeting summary and podcast related to the council’s February meeting are available on the Board's website.

All - AcSOC Image

Appointments — AcSOC, AcSB, and PSAB

Mar 21, 2018

On March 21, 2018, the Accounting Standards Oversight Council (AcSOC) announced appointments, as well as retirements and reappointments, to the AcSOC, AcSB and PSAB.

Among the new appointments to the AcSOC is Shelley Brown, FCPA, FCA, ICD.D, Deloitte LLP. She has been appointed as a member for three-year terms ending on March 31, 2021.

Also, Jean-Luc Ostiguy, CPA, CA, Retired Partner, Deloitte LLP, has been appointed to the PSAB as a member for three-year terms ending on March 31, 2021.

Review the complete list on the AcSOC's website.

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