Securities

Canadian securities regulators publish IIROC oversight review report

Jul 04, 2017

On July 4, 2017, the Canadian Securities Administrators (CSA) released the Oversight Review Report of the Investment Industry Regulatory Organization of Canada (IIROC), which evaluates whether specific regulatory processes are operating effectively and outlines findings that require corrective action.

Based on the annual assessment of IIROC’s functional areas and key processes, the Recognizing Regulators selected above-average risk areas as the focus for the review, including Business Conduct Compliance, Enforcement, Information Technology, Market Surveillance, and Trade Review & Analysis. The Recognizing Regulators considered the previous oversight review and whether findings identified in that review had been resolved, as well as current issues and market conditions that could affect IIROC.

In summary, CSA staff acknowledge that IIROC made sufficient progress in resolving specific issues raised in previous oversight reports. However, CSA staff note a repeat finding in the Business Conduct Compliance department given IIROC did not implement necessary changes to their examination programs (high priority). Also, CSA staff found that IIROC did not make sufficient progress in resolving an issue raised during the previous oversight review in the area of Information Technology (medium priority) by not providing an information security program report to a Board committee on a quarterly basis. In addition, CSA staff raise other medium priority findings in the Business Conduct Compliance (one), Information Technology (one) and Enforcement (two) departments.

For further details refer to the press release and the Oversight Review Report.

Canadian securities regulators note that issuing securities through prospectus-exempt rights offerings is on the rise in Canada

Jun 30, 2017

A recent CSA Staff Notice advises that the use of rights offerings has increased significantly since the repeal of the old rights offering rules found in National Instrument 45-101, Rights Offerings, and the adoption of the new rules found in Section 2.1 of National Instrument 45-106, Prospectus Exemptions, which came into effect on December 8, 2015.

The April 20, 2017 CSA Staff Notice 45-323 (the “Staff Notice”), Update on Use of the Rights Offering Exemption in National Instrument 45-106 – Prospectus Exemptions, indicates that during the first year following adoption of the new rules, reporting issuers’ use of prospectus-exempt rights offerings had more than doubled.

The Staff Notice also notes key disclosure issues related to rights offerings under the new rules which need to be addressed. These issues relate to inadequate disclosures in certain filings in respect of: (i) stand-by commitments; (ii) use of available funds; and (iii) closing news release.

For fur­ther de­tails re­fer to the Staff Notice on the CSA’s website.

SEC's Division of Corporation Finance Expands Popular JOBS Act Benefit to All Companies

Jun 29, 2017

On June 29, 2017, the Securities and Exchange Commission (SEC) announced that the Division of Corporation Finance will permit all companies to submit draft registration statements relating to initial public offerings for review on a non-public basis. This process will be available for IPOs as well as most offerings made in the first year after a company has entered the public reporting system. It will take effect on July 10, 2017.

Permitting all companies to submit registration statements for non-public review, similar to the benefit used by emerging growth companies (EGC) under the JOBS Act, will provide companies with more flexibility to plan their offering. The non-public review process after the IPO reduces the potential for lengthy exposure to market fluctuations that can adversely affect the offering process and harm existing public shareholders. By requiring a public filing period prior to the launch of marketing, the process incorporates a feature of the EGC review process that provides an opportunity for the public to evaluate those offerings.

Review the press release and the full announcement on the SEC's website.

PCAOB Publishes Staff Inspection Brief Detailing Scope of 2017 Inspections of Auditors of Broker-Dealers

Jun 29, 2017

On June 29, 2017, the Public Company Accounting Oversight Board (PCAOB) issued a staff inspection brief detailing the scope, focus, and objectives of its ongoing 2017 inspections of auditors of brokers and dealers.

In 2017, PCAOB inspectors are focusing on audit areas and attestation procedures where inspectors previously found deficiencies, including auditor independence, engagement quality reviews, and certain areas of the financial statement audit (including revenue, the assessment and response to risks of material misstatement due to fraud, financial statement presentation and disclosure, fair value measurements, and related party transactions).

During the 2017 inspection cycle, the PCAOB plans to inspect 75 firms that audit broker-dealers, covering portions of 115 audits and the related attestation engagements for these broker-dealers. That number includes four firms that audit more than 100 broker-dealers, 16 firms that audit 21 to 100 broker-dealers, and 55 firms that audit one to 20 broker-dealers.  .

Re­view the press release and the staff inspection brief on the PCAOB's web­site.

TCFD publishes final recommendations on climate-related financial disclosures

Jun 29, 2017

The Task Force on Climate-related Financial Disclosures (TCFD) set up by the Financial Stability Board (FSB) to develop voluntary, consistent climate related financial risk disclosures for use by companies in providing information to lenders, insurers, investors and other stakeholders has published its final recommendations for effective disclosure of climate-related financial risks.

The final report follows on a con­sul­ta­tion document published in December 2016. The con­sul­ta­tion document saw 320 unique responses from re­spon­dents in 30 countries, including 15 of the G20 ju­ris­dic­tions. The four widely adoptable rec­om­men­da­tions on cli­mate-re­lated financial dis­clo­sures that are ap­plic­a­ble to or­gan­i­za­tions across sectors and ju­ris­dic­tions were widely supported and remain unchanged:

  • Gov­er­nance: Dis­clo­sure of the organization’s gov­er­nance around cli­mate-re­lated risks and op­por­tu­ni­ties
  • Strategy: Dis­clo­sure of the actual and potential impacts of cli­mate-re­lated risks and op­por­tu­ni­ties on the organization’s busi­nesses, strategy, and financial planning
  • Risk man­age­ment: Dis­clo­sure of how the organization iden­ti­fies, assesses, and manages cli­mate-re­lated risks
  • Metrics and targets: Dis­clo­sure of the metrics and targets used to assess and manage relevant cli­mate-re­lated risks and op­por­tu­ni­tiesThe following ad­di­tional in­for­ma­tion is available on the FSB website:
  • Key features of the rec­om­men­da­tions are that they are adoptable by all or­gan­i­za­tions, should be included in main­stream financial filings, are designed to solicit de­ci­sion-use­ful, for­ward-look­ing in­for­ma­tion on financial impacts, and have a strong focus on risks and op­por­tu­ni­ties related to the tran­si­tion to a lower-car­bon economy. The TCFD also rec­om­mends the dis­clo­sure of potential impacts of cli­mate-re­lated risks and op­por­tu­ni­ties under different potential scenarios, including a 2° Celsius scenario.

OSC Publishes 2017-2018 Statement of Priorities

Jun 29, 2017

On June 29, 2017, the Ontario Securities Commission (OSC) published its 2017-2018 Statement of Priorities, which sets out the 15 priority areas where the OSC intends to focus its resources and actions over the coming fiscal year, as well as the expected outcomes.

The OSC received 21 comment letters on its draft 2017-2018 Statement of Priorities. The feedback was broadly supportive of reducing regulatory burden, working with fintech businesses to foster innovation in capital markets, and implementing targeted approaches to address seniors’ issues.

The final 2017-2018 Statement of Priorities includes an additional priority related to the work required to transfer regulatory oversight of syndicated mortgages to the OSC.

Re­view the press re­lease and the 2017-2018 Statement of Priorities on the OSC's web­site.

CSA propose a new prospectus exemption for the resale of securities of a foreign issuer

Jun 29, 2017

On June 29, 2017, the Canadian Securities Administrators (CSA) published for comment proposed amendments to National Instrument 45-102 Resale of Securities (NI 45-102) that would introduce a new prospectus exemption for the resale of securities of a foreign issuer.

If adopted, the proposed exemption would allow Canadian investors to resell, outside of Canada, securities of a foreign issuer acquired under a prospectus exemption where the issuer is not a reporting issuer in any jurisdiction of Canada. The proposed amendments suggest a different approach for determining minimal connection to Canada by introducing a definition of foreign issuer to replace the current 10 per cent Canadian ownership test.

Comments on the proposed amendments should be submitted in writing by September 27, 2017.  Re­view the press re­lease and related documents on the AMF’s web­site.

Concurrently on June 29, 2017, the Ontario Securities Commission (OSC) published for a 90-day comment period revised OSC Rule 72-503 Distributions Outside Canada and proposed Companion Policy 72-503 Distributions Outside Canada. Under these proposals, resale provisions of securities of a foreign issuer would instead be covered by the CSA’s foreign issuer resale exemption above.

BCSC releases 2017 Compliance Report Card

Jun 28, 2017

On June 28, 2017, the British Columbia Securities Commission (BCSC) released its 2017 Compliance Report Card. The annual report card summarizes the findings from the BCSC's compliance reviews of B.C.-based portfolio managers, investment fund managers, and exempt market dealers over the last fiscal year.

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.

European Commission adopts guidelines on the disclosure of non-financial information

Jun 26, 2017

The EU Directive on disclosure of non-financial and diversity information by large companies and groups addressing environmental, social, and governance (ESG) issues entered into force on December 6, 2014. The European Commission (EC) has now adopted non-binding guidelines on the disclosure of non-financial information by companies. Their objective is to help companies fulfil the requirement to disclose relevant and useful information on environmental and social matters in a consistent and more comparable way.

The guide­lines propose that any company should disclose relevant in­for­ma­tion on the actual and potential impacts of its op­er­a­tions on the en­vi­ron­ment, and on how current and fore­see­able en­vi­ron­men­tal matters may affect the company. Greater and more relevant trans­parency is expected to lead towards a major reduction of green­house gas emissions and cli­mate-re­silient growth and jobs.

The following documents are available on the EC website:

Brian Hunt to Step Down as CPAB CEO

Jun 26, 2017

On June 26, 2017, Nicholas Le Pan, Chair of the Board of the Canadian Public Accountability Board (CPAB), announced that Brian Hunt, CPAB's CEO, will step down as CEO, at the conclusion of his current contract in February 2018.

"Brian has provided exemplary leadership to CPAB since becoming CEO in 2009, and has been instrumental in CPAB achieving and maintaining its position as a leading, world-class audit regulator", Mr. Le Pan said. “He has driven improvements in audit quality in Canada and has championed involvement by the profession, the director community, regulators, and public company issuers in enhancing audit quality. This has materially added to public confidence in financial reporting, which is essential to investors and other users of financial statements”. On behalf of the Board and staff I thank Brian for his contribution”, Mr. Le Pan added.

“Over the past nine years we have accomplished a lot at CPAB” said Mr. Hunt. “We have been successful because of the quality of our staff and support of the Board. It has and will continue to be a pleasure to work with all of you. After nine years as CPAB CEO it is time to open a new chapter in my career.”

As part of the planned succession, the Board of CPAB has retained an executive search firm to assist in the process.

Re­view the press release on the CPAB's web­site.

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