News

Securities - OSFI Image

Technology and Cyber Security Incident Reporting

Jan 30, 2019

In January 2019, the Office of the Superintendent of Financial Institutions (OSFI) released the advisory "Technology and Cyber Security Incident Reporting", which sets out OSFI’s expectations for federally regulated financial institutions (FRFIs) with respect to the reporting of technology and cyber security incidents affecting FRFI operations.

The advisory describes characteristics of incidents that should be reported to OSFI, in addition to initial notification and subsequent reporting requirements.

The advisory comes into effect on March 31, 2019.  In the meantime, FRFIs are expected to continue reporting any major incidents according to previous instructions communicated by their Lead Supervisors. Effective March 31, 2019, this Advisory supersedes any prior instructions for technology and cyber security incident reporting.

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

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IASB member discusses materiality

Jan 28, 2019

On January 28, 2019, the International Accounting Standards Board (the Board) released an article by Board member Gary Kabureck, where he discusses the development of disclosure materiality.

Mr. Kabureck began by discussing how the December 2014 amendments to IAS 1 marked the "first foray into addressing disclosure materiality". He stated IFRS disclosure requirements used phrases, such as "At a minimum an entity shall disclose", which were interpreted in practice in a way that was not intended by the Board and actions were taken to clarify that materiality concept always overrules these certain phrases.

Next, he discussed key messages in the September 2017 IFRS Practice Statement Making Materiality Judgements, which provides an outline for making materiality judgements and assessing their implications. He noted that the Practice Statement helps preparers define who the target audience for a company’s financial reporting is and what information is needed. Also, the Practice Statement makes it clear that "materiality is assessed in the context of the financial statement taken as a whole".

Further, Mr. Kabureck commented on the revised definition of "material" issued in October 2018. The amendments conformed the definition of material among various IFRS Standards. He mentioned that the revision to the definition from "could influence" to "could reasonably be expected to influence" provided a more accurate representation of the Board’s intention.

Lastly, he expressed the need to analyse how Standards are drafted and how to amend certain Standards with known issues.

Review the article on the Board’s website.

IFRS - IASB Image

Updated IASB work plan — Analysis

Jan 25, 2019

On January 25, 2019, the International Accounting Standards Board (the Board) updated its work plan following its January 2019 meeting.

Below is an analysis of all changes that were made to the work plan since our last analysis on December 17, 2018.

Standard-setting projects

  • No changes

Maintenance projects

Research projects

Other projects

  • IFRS Taxonomy Update — 2018 General Improvements — A date of February 2019 was added for the proposed update feedback.
  • IFRS Taxonomy Update — Common Practice (IFRS 13) — The next milestone was changed from "analyse feedback" to "final update" with an expected date of March 2019. — NB This update seems somewhat premature since the feedback received will not by anlysed by the ITCG until its January 31 meeting.
  • Revisions to the Preface to IFRS Standards — Project removed from the work plan. — NB This changed entry actually reflects an October 2018 decision of the Board.

The revised IASB work plan is available on the Board's website.

All - AcSB Image

AcSB Response – Canadian Securities Administrators (CSA) Notice and Request for Comment on Proposed National Instrument 52-112

Jan 24, 2019

On January 24, 2019, the Accounting Standards Board (AcSB) released its response to the CSA’s Request for Comment on Proposed National Instrument 52-112, which sets out disclosure requirements for non-GAAP financial measures and other financial measures when presented outside of an issuer’s financial statements.

Overall, the letter strongly supports global comparability in financial reporting. It also urges the CSA to weigh the benefits of leading in this area against increasing the regulatory disclosure burden on Canadian issuers beyond that of other jurisdictions. Accordingly, the letter encourages the CSA to:

  • closely consider the requirements of other global securities regulators to ensure that Canadian issuers are providing comparable information to issuers in other jurisdictions; and
  • work with regulators in other jurisdictions to ensure that Canadian issuers are not at a competitive disadvantage when compared to their international peers, as the result of the proposed increase in disclosure requirements.

Review the press release and comment letter on the AcSB's website.

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World Economic Forum white paper on seeking return on ESG

Jan 24, 2019

On January 24, 2019, the World Economic Forum (WEF) published "Seeking Return on ESG: Advancing the Reporting Ecosystem to Unlock Impact for Business and Society".

The paper captures the findings of an extensive consultation process, uncovering opportunities for collective action between the complex and diverse set of stakeholder groups that influence ESG reporting, and highlighting where greater action is needed to accelerate system-level progress.

Review the paper on the WEF's website.

IFRS - IASB Image

IASB decides on further potential amendments to IFRS 17

Jan 23, 2019

At its meeting on January 23, 2019, the International Accounting Standards Board (the Board) discussed IFRS 17, "Insurance Contracts" and 5 of the 25 concerns regarding the standard that were identified in October 2018 as candidates for potential amendments.

Applying the criteria for evaluating proposed amendments agreed on in October 2018, the Board came to the following conclusions:

Issue identified at the October IASB meeting

Agenda paper with detailed description (link to IASB website)

Staff recommendation

 Board decision

3 — Acquisition cash flows for renewals outside the contract boundary

Agenda paper 2A

To allocate to any anticipated contract renewals part of the insurance acquisition cash flows directly attributable to newly issued contracts and therefore to capitalise them

13/14 support staff recommendation

12 — Reinsurance contracts held: initial recognition when underlying insurance contracts are onerous

Agenda paper 2B, Agenda paper 2C

To recognise immediate gains on (previously or simultaneously entered) reinsurance contracts, if and to the extent that immediate losses on insurance contracts are recognised; require an entity to apply the expanded exception when the entity
measures insurance contracts applying the PAA

14/14 support staff recommendation

8 — Contractual service margin: limited applicability of risk mitigation exception (some aspects already discussed at the December 2018 meeting)

Agenda paper 2D

To expand the scope of the risk mitigation exception for insurance contracts with direct participation features

14/14 support staff recommendation

13 — Reinsurance contracts held: ineligibility for the variable fee approach

7 — Contractual service margin: coverage units in the general model

Agenda paper 2E

To amend IFRS 17 so that in the general model the contractual service margin should be allocated on the basis of coverage units that are determined by considering both insurance coverage and any investment return service

13/14 support staff recommendation 

The staff notes that papers on the remaining topics from the list of issues presented at the October meeting will be presented to the Board in the first quarter of 2019.

Review the press release on the Board's website.

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Updated preparer’s guide to the IFRS Taxonomy

Jan 23, 2019

On January 23, 2019, the IFRS Foundation released an updated version of "Using the IFRS Taxonomy — A preparer’s guide" that is intended to help companies understand the IFRS Taxonomy content.

The updates in comparison to the 2017 version of the document include:

  • a new section that provides more detail on how to communicate company-specific information;
  • new examples illustrating how to find the correct element when tagging the primary financial statements; and
  • other clarifications and improvements.

Review the press release and updated guide on the IASB's website.

FRC (United Kingdom Financial Reporting Council) Image

FRC Lab report on artificial intelligence in corporate reporting

Jan 22, 2019

In January 2019, the Financial Reporting Lab of the UK Financial Reporting Council (FRC) published a new report that considers how technology might impact the production, distribution and consumption of corporate reporting.

The report explains what artificial intelligence (AI) is, where its use might make sense in corporate reporting, and explores some of the possible and current use cases for the technology. For each use case it considers what is currently being achieved and what might be achieved in the future. The report finds:

  • Production – AI can enhance efficiency by replacing mechanistic human processing of underlying transactions and transforming that data into accounting and management information; ultimately feeding into annual reports.
  • Distribution – AI can support auditors and boards in the internal and external validation processes needed to ensure that the annual report is credible and compliant in an efficient and effective way.
  • Consumption – Investors are already using AI to enhance effectiveness of investment analysis by extracting meaning and value, not only from company reporting, but also from various sources of alternative data.

Overall, the report concludes hat it is not a question of whether AI will become important for corporate reporting, but when.

Review the report Artificial Intelligence – How does it measure up? on the FRC's website.

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2019 ISS and Glass Lewis updates to canadian proxy voting guidelines

Jan 22, 2019

On January 22, 2019, Bennett Jones LLP released a summary of the updates issued by Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") to their respective Canadian proxy voting guidelines for the 2019 proxy season. The ISS updates apply to shareholder meetings of publicly traded Canadian companies occurring on or after February 1, 2019, while Glass Lewis updates apply to meetings that are held on or after January 1, 2019.

Recommendations from proxy advisory firms such as ISS and Glass Lewis can have a significant impact on the outcome of business conducted at shareholder meetings, especially if institutional investors comprise a significant component of the company's shareholder base. Canadian public companies should review the updates with their legal counsel to determine the likely impact and take steps to mitigate any potential adverse voting recommendations from ISS or Glass Lewis.

The guideline includes an update to the ratification of the auditor: Glass Lewis has codified specific factors it will take into consideration when reviewing auditor ratification proposals. Specifically, Glass Lewis will assess an auditor's tenure, patterns of inaccurate audits, and any ongoing litigation or significant controversies that call into question an auditor's effectiveness. These factors may contribute to a negative voting recommendation against auditor ratification in limited circumstances.

Review the summary on Bennett Jones LLP's website.

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CBCA corporations must begin tracking controlling shareholders

Jan 21, 2019

On January 21, 2019, Torys LLP published an article on how CBCA corporations will soon have to establish a securities register detailing all individuals with significant control over the corporation.

The new regulations under Bill C-86 Budget Implementation Act, 2018, No. 2 become effective on June 13, 2019. Existing record-keeping obligations under the CBCA pertain to registered shareholders only—those named on the corporation’s share certificates, who are often intermediaries holding shares on behalf of beneficial shareholders. The new share register requirements pertain to all individual shareholders, registered or beneficial, who have significant control, direct or indirect, over the corporation.

Review the full article on Torys LLP's website.

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