News

Securities - CSA Image

CSA provides an update on its approach to determining director and audit committee member independence

Jul 26, 2018

On July 26, 2018, the Cana­dian Se­cu­ri­ties Ad­min­is­tra­tors (CSA) published CSA Staff Notice 52-330, Update on CSA Consultation Paper 52-404 Approach to Director and Audit Committee Member Independence. The notice summarizes feedback received during the CSA’s consultation on the approach to determining director and audit committee member independence, and outlines the CSA’s rationale for maintaining the current approach.

Considering the realities of the Canadian market and the comments received, the CSA have concluded that it is appropriate to maintain its current approach to determining director and audit committee member independence. It recognizes that its current approach has benefits and limitations. Upon review, it is satisfied that it strikes an appropriate balance between affording sufficient discretion to the board of directors to determine whether an individual could reasonably be expected to exercise independent judgement, and providing prescriptive elements that preclude an individual from being considered independent in certain circumstances.

The CSA’s current approach has been in place since 2004 and it notes that stakeholders understand and have adapted accordingly. Making changes to the current approach or replacing it with an alternative approach could result in additional costs for issuers and efforts for investors to adapt to such changes. The CSA is of the view that, in this case, any potential benefits of a change to the approach are outweighed by the potential negative impact of implementing such a change.

Re­view the press re­lease on the CSA's web­site and the Staff Notice on the CSA mem­bers’ web­sites.

 

US_SEC Image

SEC streamlines disclosure requirements

Jul 24, 2018

On July 24, 2018, the Securities and Exchange Commission (SEC) voted to propose rule amendments to simplify and streamline the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of guaranteed securities, as well as for affiliates whose securities collateralize a registrant’s securities.

The proposed amendments to Rules 3-10 and 3-16 of Regulation S-X would focus disclosures on information that is material to investors given the specific facts and circumstances, make the disclosures easier to understand, and reduce the costs and burdens for registrants. By reducing compliance burdens, the proposed amendments should further encourage issuers to register debt offerings, and thus provide investors with additional protections that are not present in unregistered offerings.

Review the press release and fact sheet on the SEC's website.

IFRS - IASB Image

Updated IASB work plan — Analysis

Jul 22, 2018

On July 18, 2018, the International Accounting Standards Board (the Board) updated its work plan following its July 2018 meeting.

Below is an analysis of all changes made to the work plan since our last analysis on June 22, 2018.

Research projects

Main­te­nance projects

Stan­dard-set­ting projects

Other projects

  • IFRS Taxonomy Update — Common Practice (IFRS 13) — A proposed update is now expected in September 2018.

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

 

All - Deloitte Image

Deloitte comments on the EU fitness check

Jul 20, 2018

On July 20, 2018, De­loitte has responded to the European Commission’s consultation document 'Fitness check on the EU framework for public reporting by companies'. While Deloitte supports the Commission’s efforts and progress towards coherence, it notes that it considers that the overall corporate reporting framework is broadly working well. For IFRS reporting entities it suggests that changes are not currently required to the IAS Regulation and stress the importance of the EU remaining globally influential.

In the response to the consultation, Deloitte also notes that if reducing local GAAP differences were to be considered a priority in the EU and if feasibility studies show that obstacles can be overcome, it would favor initiatives that would gradually allow closer or fuller convergence with IFRS. This could take place through amendments to the Directives or the IAS Regulation allowing companies to voluntarily adopt IFRS in individual or consolidated financial statements, rather than leaving this to the discretion of Member States to decide whether or not this option is granted to the companies in their jurisdiction.

Please click to download the full comment letter here (cover letter with main messages first, followed by completed questionnaire).


All - AcSB Image

Stakeholder Survey in respect of the Draft Framework for Reporting Performance Measures – Enhancing the relevance of financial reporting

Jul 19, 2018

On July 19, 2018, the Ac­count­ing Stan­dards Board (AcSB) has is­sued a stakeholder survey requesting stakeholders to join the discussion and help improve financial and non-financial performance measures reported outside of financial statements.

The AcSB's new survey captures your feedback on the AcSB’s Draft Framework for Reporting Performance Measures and requests this information by September 17, 2018.

The AcSB’s target audience includes preparers, directors, users, practitioners, regulators, academics and standard setters.”

Here is a link to the survey on the AcSB's web­site.

 

IESBA (International Ethics Standards Board for Accountants) (lt gray) Image

Global Ethics Board Resets Expectations of Professional Accountants Regarding Inducements

Jul 19, 2018

On July 19, 2018, the In­ter­na­tional Ethics Stan­dards Board for Ac­coun­tants (IESBA) released new enhancements to its global ethics code which address more fully the responsibilities of professional accountants around the offering and accepting of inducements.

The revised standard sets out a comprehensive framework that more clearly delineates the boundaries of acceptable inducements, and guides the behavior and actions of professional accountants in business and in public practice in situations involving inducements.

Central to this framework is a new intent test that prohibits the offering or accepting of inducements where there is actual or perceived intent to improperly influence the behavior of the recipient or of another individual. The framework also:

  • Clarifies the meaning of an inducement;
  • Establishes a requirement to understand and comply with laws and regulations that prohibit the offering or accepting of inducements in certain circumstances, such as in relation to bribery and corruption;
  • Guides professional accountants in applying the enhanced conceptual framework underpinning the International Code of Ethics for Professional Accountants (including International Independence Standards) where there is no improper intent; and
  • Provides enhanced guidance on the offering and accepting of inducements by professional accountants’ immediate or close family members.

The revisions to the Code become effective June 2019, including consequential amendments to the independence provisions of the Code addressing gifts and hospitality. The changes constitute the last piece of the recently revised and restructured Code.

Re­view the press re­lease and the revised standard on the IESBA's web­site.

 

WBCSD (World Business Council for Sustainable Development) Image

Climate-related financial disclosure by oil and gas companies

Jul 19, 2018

On July 19, 2018, the World Busi­ness Coun­cil for Sus­tain­able De­vel­op­ment (WBCSD) has released a publication, ‘Climate-related financial disclosure by oil and gas companies: implementing the TCFD recommendations’.

The report provides an in-depth description of the current state of climate-related financial disclosure and effective disclosure practices among leading oil and gas companies.

It is available here on the WBCSD website.

IFRS - IASB Image

IASB releases second webcast on FICE DP

Jul 19, 2018

On July 19, 2018, the International Accounting Standards Board (IASB) has released its second webcast in a series of web pre­sen­ta­tions related to its Dis­cus­sion Paper, ‘Financial In­stru­ments with Char­ac­ter­is­tics of Equity’.

This webcasts discusses the Board’s preferred approach and clas­si­fi­ca­tion of non-de­riv­a­tive financial in­stru­ments.

Future webcasts in the series will cover:

  • Clas­si­fi­ca­tion of de­riv­a­tives on own equity.
  • Clas­si­fi­ca­tion of compound in­stru­ments and re­demp­tion oblig­a­tion arrange­ments.
  • Pre­sen­ta­tion of equity in­stru­ments.
  • Pre­sen­ta­tion of financial li­a­bil­i­ties.

For more in­for­ma­tion, see the press release on the IASB’s website and the webcast on the IFRS Foun­da­tion’s YouTube channel.

 

Securities - CSA Image

Canadian Securities Regulators Publish Final Amendments to the Report of Exempt Distribution

Jul 19, 2018

On July 19, 2018, the Cana­dian Se­cu­ri­ties Ad­min­is­tra­tors (CSA) published its final amendments to National Instrument 45-106 Prospectus Exemptions, which revise Form 45-106F1 Report of Exempt Distribution (the Report). The CSA also made a related change to Companion Policy 45-106CP Prospectus Exemptions.

Issuers and underwriters who rely on certain prospectus exemptions to distribute securities are required to file the Report within the prescribed timeframe. The amendments aim to provide greater clarity and flexibility regarding the certification requirement of the Report and streamline certain information requirements, while still providing regulators with the information necessary for oversight and policy development.

Provided all necessary ministerial approvals are obtained, the amendments will come into force on October 5, 2018.

Re­view the press re­lease on the CSA's web­site and the final amendments on the CSA mem­bers' web­site.

 

Securities - CSA Image

Canadian Securities Administrators highlight common deficiencies in issuers’ continuous disclosure

Jul 19, 2018

On July 19, 2018, the Canadian Securities Administrators (CSA) published Staff Notice 51-355 Continuous Disclosure Review Program Activities for the fiscal years ended March 31, 2018 and March 31, 2017, a biennial report that summarizes CSA staff’s ongoing review of reporting issuers’ (issuers’) continuous disclosure and highlights common deficiencies and best practices.

The CSA noted that it continues to see deficiencies in issuers’ use of non-GAAP financial measures, and this remains an area of focus for the CSA. It strongly encourages issuers to use this report as a guide to make improvements, as disclosure requirements are at the core of its investor protection regime.

Other areas where issuers can improve disclosures include, but are not limited to: fair value measurements and disclosures; forward looking information; discussions of issuers’ results of operations and significant projects in development; climate change disclosures; and mineral project disclosure. 

In fiscal 2018, 51 per cent (2017 – 43 per cent) of review outcomes required issuers to take action to improve and/or amend their disclosure, or resulted in the issuer being referred to enforcement, cease traded or placed on the default list.

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

 

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