2018

Bringing Your Annual Meeting into the Digital Age

Jan 30, 2018

On January 30, 2018, Fasken LLP released an article on how public companies need to bring their annual meetings into the digital age and to use them as an effective means of communicating with a large number of shareholders and with the investment community in general.

A revamped annual meeting may even lead to reduced costs when compared to the traditional model of renting a conference room at a hotel and providing refreshments, as modest as they may be, for shareholders.  Canadian corporate law provides a framework which can be used to increase shareholder access to annual meetings and to maximize the impact of annual meetings.

Review the full article on Fasken LLP's website.

Can Blockchain Really Change The Financial Suite?

May 09, 2018

On May 9, 2018, Financial Executives International (FEI) published highlights from a report survey issued by Financial Executives Research Foundation (FERF), which looked at the growing promise and practical challenges of applying blockchain solutions to financial reporting and accounting work.

The report, sponsored by Deloitte, interviews industry leaders, academics and practitioners regarding their hopes distributed ledger technology. The paper also includes a survey of of financial leaders regarding the current use of cryptocurrencies like Bitcoin and their plans to adopt blockchain solutions in the future.

Review the highlights from the report's survey on FEI's website.

Canada Takes Next Step in Fight Against Aggressive International Tax Avoidance

May 28, 2018

On May 28, 2018, the Finance Minister Bill Morneau tabled a Notice of Ways and Means Motion in the House of Commons formalizing the Government's intention to introduce legislation that would enact the "Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting", also known as the Multilateral Instrument or MLI, into Canadian law.

To ensure that all Canadians pay their fair share of taxes, and to safeguard the Government's ability to invest in the programs and services that help the middle class and people working hard to join it, the Government of Canada is taking the next step in the fight against aggressive international tax avoidance.

Review the press release on the Department of Finance Canada's website.

Canada's 2018 budget heralds introduction of deferred prosecution agreements for corporate wrongdoing

Mar 16, 2018

On March 16, 2018, Dentons released a bulletin that describes the potential impact of the Government’s announcement that it intends to introduce legislation to establish Deferred Prosecution Agreements (“DPAs”) as “an additional tool to hold corporate offenders to account”, and explains why it could prove to be a significant change to the current regime for tackling corporate crime in Canada.

This commitment followed the release of the results of the Government’s fall 2017 public consultation process, which revealed strong public support for the introduction of DPAs in Canada.

The availability of DPAs to address alleged corporate wrongdoing is potentially an extremely important development for the Canadian enforcement regime. Pursuing serious corporate wrongdoing typically requires the deployment of a very significant amount of resources; indeed, white collar investigations often require gathering and reviewing vast amounts of electronic and paper records, analyzing complex financial data, and to the extent the wrongdoings are international in scope, co-ordination with foreign law enforcement agencies (often against a politically charged back-drop).

The limits of law enforcement budgets in Canada are well-documented, and from a practical perspective, the availability of DPAs is likely to help ameliorate some of the strain on law enforcement resources by providing a means resolve corporate prosecutions without having to bear the enormous demands associated with pursing every case to trial (or else abandoning them entirely).

Review the full bulletin on Dentons' website.

Canadian government publishes wide-ranging amendments to anti-money laundering laws

Jun 09, 2018

On June 9, 2018, the Canadian Department of Finance has published wide-ranging draft amendments to regulations made under the "Proceeds of Crime (Money Laundering) and Terrorist Financing Act 2018" (PCMLTFA) which will affect financial and non-financial entities that provide access to Canada’s financial system, including dealers in virtual currency and foreign money services businesses.

In a summary published by Osler, the objective of the proposed amendments is to bring Canada’s anti-money laundering and anti-terrorist financing regime (AML/ATF Regime) into line with international standards set by the Financial Action Task Force (FATF), an intergovernmental body of which Canada is a founding member, which promotes implementation of measures for combatting threats to the integrity of the international financial system. The FATF identified several deficiencies in its last evaluation of Canada in 2015 which have been addressed by proposed amendments in the following areas:

  • customer due diligence requirements are modernized and, in some respects, broadened
  • persons and entities dealing in virtual currency are regulated as money services businesses (MSBs)
  • foreign MSBs are subject to the Canadian AML/ATF Regime to the extent their activities are directed to Canadian customers
  • the deadline for filing suspicious transactions reports (STRs) is shortened from 30 days to 3 days
  • prepaid credit cards and similar open-loop payment products are treated as bank accounts
  • prior to launching new technologies, reporting entities are expected to assess the potential money laundering/terrorist financing risks posed by such technologies on their products and delivery channels
  • certain existing requirements are clarified and technical amendments are made

Review the draft amendments on the Government of Canada's website and the summary on Osler's website.

CBCA Reforms Receive Royal Assent

May 01, 2018

On May 1, 2018, Bill C-25 amending the Canada Business Corporations Act (CBCA) received Royal Assent. The amendments are aimed, in part, at greater alignment between the CBCA and Canadian securities laws, TSX rules and certain international best practices.

Based on a summary by Torys LLP, the key reforms affecting public CBCA corporations are diversity disclosure, majority voting requirements and internet posting of meeting materials (notice-and-access).

Diversity Disclosure

The draft CBCA regulations impose diversity disclosure requirements under a "comply-or-explain" model consistent with Canadian securities laws.

Majority Voting

One of the key features of the draft CBCA majority voting regulations includes that shareholders would be able to vote "for" or "against" each director, and a director would not be elected if he or she failed to receive majority support at an uncontested meeting.

Internet Posting of Meeting Materials (Notice-and-Access)

The notice-and-access regime under securities laws permits meeting materials, including the information circular, financial statements and MD&A, to be posted on an issuer's website, with only the notice of meeting and voting card being delivered to shareholders. The draft CBCA regulations are consistent with this, so CBCA corporations would no longer need an exemption from the Director to adopt notice-and-access.

Review a summary on Torys website and the Royal Assent on Parliament of Canada's website.

CDSB Framework for reporting environmental information, natural capital and associated business impacts

Apr 12, 2018

In April 2018, the Climate Disclosure Standards Board (CDSB) released an updated version of its framework for reporting environmental information, natural capital and associated business impacts, which is now aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).

The newly-released Framework presents clear links between its principles and reporting requirements with the TCFD recommendations and the supporting recommended disclosures.

Review the updated Framework on the CDSB's website.

CDSB publishes new report on climate resilience

Jul 01, 2018

In July 2018, the Cli­mate Dis­clo­sure Stan­dards Board (CDSB) and the Car­bon Dis­clo­sure Pro­ject (CDP) have re­leased a re­port “Reporting climate resilience: The challenges ahead.”

Per the report, the top three challenges for companies in adopting the TCFD recommendations are identified as (1) ensuring leadership support for enhanced disclosure, (2) revising risk assessment processes, and (3) applying scenario analysis to climate change.

For further details, refer to the report on the CDSB’s website.

 

CFO Insights Special Edition: 2018 Q2 Global CFO Signals

Aug 30, 2018

In August 2018, our US firm released the report "Twin worries: Trade and talent". In the eight surveys included in this quarterly round-up, many of the responding CFOs voice upbeat outlooks. But the threat of a trade war, and concerns over talent, have many CFOs on edge.

An abundance of positive economic evidence – from strong consumer demand to favorable monetary policy – helped sustain optimism among some CFOs in the second quarter of 2018. But two issues – trade and talent – seem to be sounding an ominous drum beat and sending mixed signals in the Q2 2018 edition of Global CFO Signals.

On the positive front, many of the CFOs in the eight surveys included in this quarterly round-up, voice upbeat outlooks about their organizations’ financial prospects, growth metrics, and, countries’ economic outlooks. But it is the threat of a trade war that has many CFOs on edge. Compounding matters is the escalation of long-running concerns over talent. The fear is that these twin concerns – trade and talent – could have a chilling effect on business investment. Whether these concerns are enough to dampen the current economic momentum, remains to be seen.

How does CFO sentiment break down?

Read the 2018 Q2 Global CFO Signals to learn more.

CFO Insights: Strong optimism, but trade policy and geopolitics loom large

Jun 21, 2018

On June 21, 2018, our US firm released a publication on how as CFOs continue to express concerns about the future, worries about global economic growth have begun to rise again. And, while CFOs remain quite optimistic about their companies’ prospects, they voice continuing concerns about securing key talent and executing their strategies.

Last quarter’s positive sentiment largely continued this quarter. Although own-company optimism and expectations for the European and Chinese economies faltered a bit, expectations for revenue, earnings, and hiring all rose again (capital spending declined somewhat, but remains relatively high). In addition, CFOs’ confidence in US equity markets appears to have strengthened, with a comparatively low 63% regarding markets as overvalued (well below the above-80% levels from late last year).

Still, CFOs continue to express concerns about the future – especially around trade policy and geopolitics. As these concerns have risen, worries about global economic growth, which appeared to be declining for the past year, began to rise again. Moreover, although CFOs remain quite optimistic about their companies’ prospects, they voice continuing concerns about securing key talent and executing their strategies, and newly escalating concerns about avoiding complacency and improving organizational focus.

This quarter, we also asked finance chiefs about their scope of responsibility, the roles they brought to their current position, and the experiences most important for their successors. The findings show that CFOs appear to be taking on broader formal responsibility for business planning, IT/data, operations, and risk. It also appears that CFOs’ backgrounds are changing, with FP&A, controller, and other CFO positions the most common prior roles, but with younger CFOs comparatively more likely to cite investor relations and strategy roles. Accordingly, CFOs were likely to recommend that their successors have backgrounds in corporate strategy, in their industry, and in investor relations.

Review the publication on our US firm's website.

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