2019

Institutional Shareholder Services 2019 Global policy survey

Sep 30, 2019

In September 2019, the Institutional Shareholder Services (ISS) released the results of its survey. The survey is a part of ISS' annual global benchmark policy development process, and was, as every year, open to institutional investors, corporate executives, board members and all other interested constituencies to solicit broad feedback on areas of potential policy change for 2020 and beyond.

Questions this year covered a broad range of topics, including: global questions on board gender diversity, director overboarding, and director accountability relating to climate change risk, combined chairman and CEO roles and the sun-setting of multi-class capital structures in the U.S., discharge of directors and board responsiveness to low support for remuneration proposals in Europe, U.S. and Canada.

Review the report on the ISS' website.

IOSCO issues good practices to assist audit committees in supporting audit quality

Jan 17, 2019

On January 17, 2019, the Board of the International Organization of Securities Commissions (IOSCO) published the "IOSCO Report on Good Practices for Audit Committees in Supporting Audit Quality", which seeks to assist audit committees in promoting and supporting audit quality.

The quality of a company's financial report, supported by an independent external audit, is key to market confidence and informed investors, and to the effective functioning of capital markets. While the auditor has primary responsibility for audit quality, the audit committee should promote and support audit quality and thereby contribute to greater confidence in the quality of information in the listed company’s financial reports. The good practices report can assist audit committees in considering ways in which they may be able to promote and support audit quality.

The report sets out good practices regarding the features that an audit committee should have to be more effective in its role, including matters such as the qualifications and experience of audit committee members.

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

New Deloitte climate change website

Jun 12, 2019

On June 12, 2019, Deloitte, in col­lab­o­ra­tion with the Institute of Chartered Ac­coun­tants in England and Wales (ICAEW), has launched a dedicated climate change website and video learning program.

The joint ini­tia­tive is designed to help busi­nesses and finance pro­fes­sion­als learn more about tackling climate change. Therefore, the new website offers video learning resources, setting out the impact that climate change is having on humanity and business equipping busi­nesses to implement change, manage risks and take advantage of the chal­lenges and op­por­tu­ni­ties created by climate change. A key feature of the program is learning about con­sid­er­a­tions for financial state­ments and how to translate climate change effects into tangible mea­sure­ments.

In addition, the new website offers in­ter­views with key drivers of climate action in business and links to ad­di­tional resources and guidance.

Please click to access and explore the new climate change website.

OSC makes doing business easier for Ontario market participants

Nov 19, 2019

On November 19, 2019, the Ontario Securities Commission (OSC) moved forward with more than 100 specific actions to reduce burden for market participants doing business in Ontario’s capital markets. As these changes are made, individuals and businesses regulated by the OSC can expect to see enhanced service levels, less duplication and a more tailored regulatory approach.

The changes will make it easier to start, fund and grow a business in Ontario, and make Ontario’s markets more competitive. While these initiatives will benefit businesses of all sizes, the OSC has carefully considered opportunities to benefit small and medium-sized companies, which make up nearly 70 per cent of those regulated by the OSC, and smaller registrant firms, which make up nearly a third of Ontario registrants.

Highlights include:

  • Small and medium-sized businesses that are registrants will see clear service standards for compliance reviews, and, in appropriate cases, be able to hire a Chief Compliance Officer (CCO) who acts in that role for other, unaffiliated firms. Companies will see more support for raising capital in the public markets, through a confidential prospectus review process prior to announcing an IPO or other financing.
  • Innovative businesses and startups will receive more flexibility in the OSC’s approach to registration, resales in the secondary market, and other regulatory requirements. Individuals applying to be CCO of fintech firms will be assessed based on their qualifications and on their broader business experience, and how the experience aligns with the firm’s business model. Startups seeking financing will see crowdfunding rules harmonized across the country.
  • Large businesses will see duplicative filing requirements eliminated in investment funds and registration rules; delivery of documents, like prospectuses, electronically; and measures to facilitate the registration of multiple CCOs for large registrants with multiple lines of business. Public companies will have the ability to conduct at-the-market offerings without obtaining prior exemptive relief.

The 107 initiatives outlined in the report address 34 underlying concerns identified by staff during the consultation process. The initiatives will address those concerns by clarifying regulatory expectations, improving technology, enhancing coordination with other regulators, and providing greater support during regulatory interactions.

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

OSC publishes 2019 Corporate Finance Branch Report

Dec 18, 2019

On December 18, 2019, the Ontario Securities Commission (OSC) published its annual Corporate Finance Branch Report, an important resource to help issuers and their advisors comply with disclosure obligations.

The report provides issuers with guidance on trends and issues identified during compliance reviews. Key areas of focus in fiscal 2019 included MD&A disclosure, mining technical reports, non-GAAP financial measures, forward-looking information and executive compensation. The report also outlines the Branch’s operational and policy work.

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

OSC takes action to reduce burden for mining issuers

Jun 06, 2019

On June 6, 2019, the On­tario Se­cu­ri­ties Com­mis­sion (OSC) announced that, effective immediately, mining issuers can request reviews of public technical disclosure before filing a preliminary short form prospectus. Mining issuers represent the largest population of Ontario head office reporting issuers, and this development will allow for material comments to be resolved promptly.

OSC staff will review mining issuers’ technical disclosure in documents previously filed on SEDAR and disclosure on issuers’ websites, including: current annual information forms; news releases and material change reports; current technical reports; and investor presentations. The pre-filing reviews will focus on any material issues that could affect the ability of an issuer to be granted a receipt from the OSC for a short form prospectus in a timely manner. 

Re­view the press re­lease and the Staff No­tice on the OSC's web­site.

OSC taking action to reduce regulatory burden for Ontario market participants

Jan 14, 2019

On January 14, 2019, the Ontario Securities Commission (OSC) published OSC Staff Notice 11-784: Burden Reduction, which outlines plans to broadly consult Ontario market participants on ways to further reduce regulatory burden and improve the investor experience.

Key areas of focus for the OSC’s consultation include but are not limited to: Operational changes, rules that may have become outdated or unnecessary, and opportunities to streamline and improve disclosure provided to investors, who ultimately bear the cost of unnecessary or outdated regulations.

The consultation follows the OSC’s November 2018 establishment of a Burden Reduction Task Force, which has a mandate to consider and act on suggestions to eliminate unnecessary rules and processes while protecting investors and the integrity of Ontario’s capital markets. This initiative also builds on the OSC’s efforts, since 2016, to reduce regulatory burden across the country through its ongoing work with the Canadian Securities Administrators on projects to reduce burden in public markets and in the investment fund space.

The OSC encourages interested stakeholders to submit written comments on new initiatives that it should consider to reduce regulatory burden by March 1, 2019.

Review the press release and Staff Notice on the OSC's website.

Overseeing the intersection of digital transformation and cybersecurity

Mar 21, 2019

On March 21, 2019, the National Association of Corporate Directors (NACD) published a blog by Tony Spinelli, CEO of S7 Advisors LLC. In his blog, he mentions how we’ve all heard the buzz word “digital,” and how he often gets asked questions about how to analyze and oversee the risks of enterprise-wide digital transformation.

While a possible nuisance to the person asking, his first answer tends to be a question: What do you believe it means for your enterprise to become digital?

Only once your company answers that question can the challenges and risks associated with a well-managed transformation be weighed. Invariably, the answers to this question are unique and divergent.

Review the full blog on NACD's website.

President Trump nominates new SEC commissioner

Apr 02, 2019

On April 2, 2019, President Donald Trump has announced the nomination of Allison Herren Lee to serve as SEC commissioner.

If confirmed by the Senate, Ms. Lee will succeed Kara Stein.

For more information, see the press release on the White House’s Web site.

Proxy season 2020: ISS and Glass Lewis update guidance

Dec 09, 2019

On December 9, 2019, Norton Rose Fulbright released a summary of the Institutional Shareholder Services (ISS) and Glass Lewis' updated proxy voting guidelines for the 2020 proxy season.

Changes to the guidelines include director meeting attendance and committee meeting disclosure, director overboarding, board diversity, ratification of auditors and excessive non-audit fees, policies applicable to majority-owned/controlled companies, and executive compensation and contractual payments and arrangements. Unless otherwise noted, the revised guidelines are generally applicable to meetings held in 2020.

Review the following information:

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