The Insurance Companies Act stipulates in the case of federally regulated insurers (FRIs) that “financial statements shall, except as otherwise specified by the Superintendent, be prepared in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Canadian Institute of Chartered Accountants.”

Generally Accepted Accounting Principles for FRIs is effectively International Financial Reporting Standards as issued by the IASB. OSFI may specify additional accounting guidance or disclosure requirements, or require FRIs to use a specific option within an applicable accounting standard. OSFI makes these specifications in situations where there is a prudential need for additional accounting guidance.

To support FRIs in their transition to IFRS 17, OSFI issued an advisory regarding:

• the option to early adopt IFRS 17;
• accounting for financial guarantee contracts; and
• semi-annual progress reporting to OSFI.

Review the press release and the advisory on the OSFI's website.

The report proposes features that an audit committee should have to be more effective in promoting and supporting audit quality. These features include the qualifications and experience of audit committee members, their level of knowledge in the field of financial reporting and audit, whether they have questioning minds and appropriately challenge management and auditors and whether the audit committee has adequate capacity and resources.

The next steps, in priority order, include:

1. Publishing Earnings Releases as human-and-machine readable Inline XBRL, with the information that is "the start of the food chain" being available in structured form.
2. Publishing Management Discussion and Analysis  ("MD&A", often called "management commentary" in Europe and Asia) numeric data in structured form.
3. Publishing MD&A textual data in block-tagged form.

Review the full article on XBRL's website.

The letter covers the following:

• Effectiveness of Rule to Shorten the Settlement Cycle, which took effect on August 28, 2017;
• Issuance of Material News in the Period Immediately After the Official Closing Time for the Exchange’s Trading Session, which took effect on December 4, 2017;
• Advance Notice of Dividend or Stock Distribution Announcements to the Exchange, which will take effect February 1, 2018;
• Annual Report Website Posting Requirement;
• Corporate Governance Requirements; and
• Important reminders for all issuers.

The letter is applicable to all listed issuers, with any rule or policy differences for Domestic vs. Foreign Private Issuers (“FPIs”) identified within.

Review the letter on the NYSE's website.

The CDAC advises OSC staff on the planning, implementation and communication of its continuous disclosure review program, as well as related policy initiatives. The CDAC also serves as a forum to advise OSC staff on emerging issues. OSC staff recognize the critical importance of consulting with market participants and other stakeholders in carrying out its mandate.

The CDAC will meet approximately five times per year with members serving a two-year term.

Review the press release on the OSC's website.

These types of amendments are generally referred to as “corrective disclosure” and include the following:

• Restatement and refiling of financial statements;
• Amending and refiling previously filed continuous disclosure documents;
• Filing documents that were to have been previously filed; and
• Clarifying or removing website or social media content.

Review the Staff Notice on the OSC's website and a summary on Stikeman Elliott's website.

The OSC received 20 comment letters on its draft 2018-2019 Statement of Priorities. Feedback was broadly supportive of the proposed priorities, including continued improvements to investor protection and efforts to increase the deterrent impact of enforcement actions. This final publication of the 2018-2019 Statement of Priorities now also includes a priority related to the continued review of the effectiveness of the disclosure requirements regarding women on boards and in executive officer positions.

Review the press release and the Statement of Priorities on the OSC's webiste.

Institutional investors account for approximately $89.4 billion (or 98%) while individual investors contributed $2.2 billion (or 2%) of the total capital invested in Ontario’s exempt market.

The report revealed increased activity in Ontario’s exempt market, especially among Canadian issuers and small businesses. In 2017, approximately $37.6 billion was raised from Ontario investors by about 1,890 Canadian issuers. Approximately 37% of Canadian issuers that participated in Ontario’s exempt market were small issuers with under $5 million in assets and having raised less than $1 million.

The report also found that, collectively, prospectus exemptions introduced since 2015 have continued to gain traction among issuers and investors. Total capital raised under the offering memorandum and family, friends and business associates exemptions doubled in the last year to $327 million.

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

Here are some highlights from the OSC Whistleblower Program:

• The program was launched in July 2016 and, as of the end of June 2018, has generated approximately 200 tips, an average of about two per week.
• Timely, specific and credible tips about securities-related misconduct can be submitted by one or more individuals, and can be submitted anonymously through counsel. The OSC makes all reasonable efforts to protect whistleblowers’ identities.
• All tips undergo a review process to determine the appropriate course of action. Currently, 22 percent of the total number of tips received (45) are under review.
• Ten per cent of tips (19) warranting further action by the OSC were referred to Enforcement, of which 15 (or 7 per cent) are associated with active investigations. Thirty-five per cent of tips (68) were or are in the process of being shared with another OSC operating branch or another regulator for further action.
• Awards are paid after cases are concluded and all rights to appeal have expired. Investigations and proceedings involving securities-related misconduct can be complex, and may take several years to complete before an award can be made.
• The OSC values whistleblower tips and reviews each one carefully. In some cases, tips may not be actionable, for example, because matters fall outside of the OSC’s jurisdiction.

Review the update on the OSC's website.

Two potential changes to the Whistleblower Program have been flagged by the Ontario government and the Commission, respectively.

• The Ontario government said it intends to introduce a civil cause of action for whistleblowers who experience reprisal for cooperating with the Commission.
• The Commission has proposed revisions to the Whistleblower Program to clarify that in-house counsel who report misconduct in breach of applicable law society rules will not be eligible for a whistleblower award.

Review the OSC Notice on the OSC's website and a summary on Torys LLP's website.