Gender diversity remains a key item on the corporate governance agenda, and institutional shareholders are increasingly prioritizing a greater representation of women in leadership positions among the companies in which they invest.

The report finds that progress is being made, but at a glacial rate of improvement and provides best practices for improving gender diversity among boards and executive teams.

Review the report, 2017 Diversity Disclosure Practices Report: Women in leadership roles at TSX-listed companies, on Osler’s website.

The Statement on Auditing Standards (SAS) No. 133, Auditor Involvement With Exempt Offering Documents, does not amend or supersede any previous guidance and will take effect for exempt offering documents that are initially distributed, circulated, or submitted on or after June 15, 2018.

An auditor’s involvement with an exempt offering document is established under SAS No. 133 if both of the following occur:

• The auditor’s report on financial statements or the auditor’s review report on interim financial information is included or incorporated by reference in an exempt offering document; and
• The auditor performs one or more specified activities with respect to the exempt offering document.

When an auditor is involved with an exempt offering, SAS No. 133 requires the practitioner to perform procedures described in Paragraphs 6–16 of AU-C Section 720, Other Information in Documents Containing Audited Financial Statements, on the exempt offering document.

In addition, SAS No. 133 requires the auditor to perform procedures designed to identify events occurring between the date of the auditor’s report and the date of distribution, circulation, or submission of the exempt offering document that may have caused the auditor to revise the auditor’s report had the events been known to the auditor as of the date of the auditor’s report.

Review the article on the Journal of Accountancy's website.

The proposal for a new ASC Rule 71-801 follows comparable initiatives by the British Columbia and Ontario commissions.

The proposed changes would not affect the core principles of the MJDS, which are set out in a separate instrument (National Instrument 71-101 The Multijurisdictional Disclosure System). Instead, its impact is limited to the provincial framework that surrounds and implements NI 71-101 in Alberta.

Review the proposal for a new ASC Rule 71-801 on the ASC's website and an article on Stikeman Elliott LLP's website.

In the survey, 88.5% of respondents found APMs useful or sometimes useful and 68.7% of respondents stated that a company's performance measures should not be limited to GAAP measures.

Further, 56.3% of respondents said that they use both GAAP measures and APMs together as the primary indicators for assessing a company's performance.

Review the survey summary on the IASB's website and the full report on the XRB's website.

The Summary, which was prepared by the Direction principale du financement des sociétés ("AMF Corporate Finance") will serve as a go-to tool for communications between the AMF and Québec companies that seek to raise capital through the markets, as well as their advisers.

It includes information on the main deficiencies identified in the continuous disclosure and financing documents of companies. It also contains examples of corrected information, particularly with respect to the presentation of non-GAAP (Generally Accepted Accounting Principles) financial measures, a company's ability to continue as a going concern and the sufficiency of proceeds from a prospectus offering. As well, in addition to giving data regarding distributions made by Québec companies and the industries in which they operate, the publication covers certain issues related to technological innovations (fintech) and the measures adopted to meet the oversight challenges arising from new financial products and services.

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

However, a newly released report from the C.D. Howe Institute suggests that that hope may be misplaced. According to the report, the CMRA, which has the support of the federal government, Ontario, British Columbia, Saskatchewan, Prince Edward Island, and New Brunswick, is the product of significant concessions and compromises, lacks the ability to impose regulatory authority across the country, and may ultimately be unsuccessful.

Review the full article on Norton Rose Fulbright's website and the report on C.D. Howe Institute's website.

To facilitate small, local financings by Alberta-based start-up businesses, the ASC adopted ASC Rule 45-517 in the summer of 2016. In response to the recently announced amendments to B.C. Instrument 45-535 Start-up Crowdfunding Registration and Prospectus Exemptions, the ASC has updated its Companion Policy 45-517 to clarify how cross-border financings into B.C. are possible and outline how ASC Rule 45-517 and B.C. Instrument 45-535 work together.

Review the press release on the ASC's website.

The BCSC has granted First Block Capital Inc. registration as an investment fund manager and an exempt market dealer in order to operate a bitcoin investment fund.

Cryptocurrency investments raise risks that are different from traditional asset classes, including the cybersecurity risks inherent in dealing with digital currencies. These risks relate not only to the registrant, but also to the bitcoin fund's custodian, a third party chosen to facilitate the safekeeping and exchange of bitcoins.

Review the press release on the BCSC's website.

At March 31, 2017, there were 116 firms directly registered with the BCSC. In its reviews, the BCSC found the following positive practices among firms with good cultures of compliance: reviewing guidance from CSA Staff Notices to take timely proactive corrective actions; consulting with BCSC relationship managers to resolves issues before they become compliance deficiencies in a compliance exam; providing meaningful annual chief compliance officer (CCO) reports to their firm's board; and considering how changes to business, staff, or revenue may affect compliance programs, and updating policies and procedures manuals appropriately

The report also noted that in the 26 compliance reviews conducted last year, 171 total compliance deficiencies were found, averaging 6.58 deficiencies per review. The top areas for deficiencies were: client statements and reporting; registration administration; know-your-client and suitability; policies and procedures; disclosures; and advertising, marketing, and holding out

The top deficiency areas represent approximately 59 per cent of all compliance deficiencies found.

Refer to the press release and 2017 Compliance Report Card on the BCSC’s website.

The Bill states that it is forbidden to take a reprisal or to threaten to take a reprisal against a person who, in good faith, makes a disclosure to the Authority or who cooperates in an investigation. It specifies that the demotion, suspension or dismissal or transfer of the employee is presumed to be a reprisal.

The Bill also states that persons who make a disclosure may do so despite any disclosure constraints provided elsewhere in Quebec laws, such as the Act respecting the protection of personal information in the private sector (chapter P-39.1). The Bill goes further by providing that persons who make a disclosure may do so despite any provision of a contract or duty of loyalty or confidentiality that may be binding on them. The Bill specifies, however, that the authorized waiver of professional secrecy does not apply to professional secrecy between a lawyer or a notary and a client.

The waiver of professional secrecy, therefore, applies to all other professionals, such as accountants. If this provision is adopted as proposed, it may create significant challenges for auditors in establishing the relationship of trust with clients and their audit committees, in particular, because transparent communication of information between a client and an auditor is a key ingredient to audit quality.

Review the Bill and proposed amendments on the Government of Quebec's website and an article on McCarthy Tétrault LLP's website.