News

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Are the Reports that the DOL Guidance Will Lead to the Demise of ESG-Focused Plans Greatly Exaggerated?

Apr 30, 2018

On April 30, 2018, Davis Polk & Wardwell LLP posted a briefing on how there has been some speculation that perhaps the positions outlined in the bulletin issued by the U.S. Department of Labor related to considerations of Environmental, Social and Governance (ESG) factors by ERISA plan fiduciaries would act as a speed bump to the increasing focus by investors on ESG matters at public companies.

The Bulletin makes clear that plan fiduciaries in managing and investing plan assets cannot assume greater investment risks, or sacrifice investment returns, to fulfill social policy goals.

Also, fiduciaries can participate in proxy voting and other shareholder engagement activities if there is a reasonable expectation that such activities are likely to enhance the economic value of the investment after taking into account the costs involved.

Review the full briefing on Davis Polk & Wardwell LLP's website.

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2018 Report to the Nations on Occupational Fraud and Abuse

Apr 30, 2018

In April 2018, the Association of Certified Fraud Examiners (ACFE) released their biennial report, which is based on thousands of fraud cases reported by fraud examiners worldwide and provides a detailed look into how fraud is being perpetrated, detected, and combatted in various industries and regions worldwide.

Occupational fraud continues to siphon staggering amounts of money from businesses worldwide, with smaller organizations being hit particularly hard.

That’s one of the trends identified in the 2018 Report to the Nations on Occupational Fraud and Abuse, released by the Association of Certified Fraud Examiners.

Review the announcement and the full report on the ACFE's website.

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SEC Issues Cybersecurity Guidance

Apr 27, 2018

On April 27, 2018, the Deloitte portal of the Wall Street Journal published an overview of the SEC’s views on cybersecurity disclosure requirements and procedures under the federal securities laws as articulated in the cybersecurity interpretive guidance.

The overview also compares how the release affects the SEC staff guidance issued in 2011.

The SEC acknowledged that it does not expect a company’s disclosures to provide a level of detail that could compromise its cybersecurity efforts and that there may be limited information available in the early stages of a cybersecurity incident investigation. Nevertheless, the SEC emphasized that as information becomes available, registrants are responsible for disclosing appropriate information to keep investors informed and must balance the need for timely disclosure with the level of detail they can provide about such incidents. While cooperation with law enforcement during an ongoing investigation of a material cybersecurity incident may be necessary and may affect the scope of disclosure, it would not alone provide a basis for omitting material disclosures.

Review the overview on the Wall Street Journal's website.

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IOSCO issues a consultation report on good practices for audit committees in supporting audit quality

Apr 24, 2018

On April 24, 2018, the International Organisation of Securities Commissions (IOSCO) issued a consultation report inviting stakeholder feedback on its proposals for good practices for audit committees of issuers of listed securities in supporting external audit quality.

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 report also includes a number of good practices that audit committees may consider when:

  • recommending the appointment of an auditor to members/shareholders;
  • assessing potential and continuing auditors;
  • assessing audit fees;
  • facilitating the audit process;
  • communicating with the auditor;
  • assessing auditor independence; and
  • assessing audit quality.

Comments are requested by July 24, 2018.

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

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Are we putting too much trust in blockchain?

Apr 23, 2018

On April 23, 2018, the National Magazine of the Canadian Bar Association published an article on blockchain. Some compare this to the advent of the internet. It’s unclear, however, if some of blockchain’s more stubborn obstacles, like scalability and governance, will be cleared any time soon.

According to Hanna Halaburda, a senior economist at the Bank of Canada and visiting professor at New York University: “It’s not proven either way. It may never work. Right now, we don’t have the technology that cuts out the middleman. Getting rid of trusted third parties is actually very difficult.” The big hope is that this technology will eventually allow for the removal of all gatekeepers.

But even after several years, developers haven’t yet managed to work out some vexing problems that are putting the breaks on mass adoption of blockchain. Apart from scalability, the limits on possible transactions, another systemic challenge is the massive energy drain of the most popular consensus and verification system. The fact that no one entity is supposed to be in charge makes problems much trickier to solve, particularly when taking into account the various cultures of participants.

Review the full article on National Magazine's website.

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IESBA Consults on 2019-2023 Strategy and Work Plan

Apr 16, 2018

On April 16, 2018, the International Ethics Standards Board for Accountants (IESBA), leveraging the completely rewritten and significantly strengthened "International Code of Ethics for Professional Accountants (including International Independence Standards)", released a consultation paper on its proposed Strategy and Work Plan, which projects the IESBA’s vision for the Code in the global economy. Comments are requested by July 16, 2018.

The IESBA’s future priorities and actions will be guided by three strategic themes:

  • Advancing the Code’s relevance by keeping it fit-for-purpose for a rapidly changing world, and further strengthening ethical conduct and independence standards;
  • Deepening and expanding the Code’s impact and influence through increased global adoption and implementation; and
  • Enriching the IESBA’s perspectives and capacities through proactive stakeholder dialogue and co-operation.

Review the press release and the Consultation Paper on the IESBA's website.

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Make Digital Literacy a Strategic Workforce Priority

Apr 13, 2018

On April 13, 2018, the National Association of Corporate Directors (NACD) posted a blog by Leslie Chacko on how board members must turn their attention to digital literacy and preparing a company’s workforce to face new challenges.

If there is one word that is capturing the new normal pace of the age we are in, it is acceleration. One critical challenge that can’t be ignored is the company’s role in preparing its workforce for intelligent automation.

Two things are certain: one, in the near-term, we expect much workforce force disruption; and two, as artificial intelligence algorithms increase in sophistication and computational power, the pace of intelligent automation is likely to accelerate and push the workforce to focus on higher value activities. To meet that challenge, the workforce of the future will need to acquire a new set of skills rapidly in order to interact with the future of intelligent systems.

Review the full blog on NACD's website.

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CDSB Framework for reporting environmental information, natural capital and associated business impacts

Apr 12, 2018

In April 2018, the Climate Disclosure Standards Board (CDSB) released an updated version of its framework for reporting environmental information, natural capital and associated business impacts, which is now aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).

The newly-released Framework presents clear links between its principles and reporting requirements with the TCFD recommendations and the supporting recommended disclosures.

Review the updated Framework on the CDSB's website.

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CSA outlines disclosure expectations for real estate reporting issuers

Apr 12, 2018

On April 12, 2018, the Canadian Securities Administrators (CSA) published CSA Staff Notice 52-329 "Distribution Disclosures and Non-GAAP Financial Measures in the Real Estate Industry". The notice details findings of a recent review and provides additional guidance on disclosure expectations relating to distributions and non-GAAP financial measures for real estate reporting issuers.

The CSA reviewed distribution disclosures relative to National Policy 41-201 Income Trusts and Other Indirect Offerings and non-GAAP financial measure disclosures relative to CSA Staff Notice 52-306 (Revised) Non-GAAP Financial Measures. The findings of the review indicate that the quality of disclosure pertaining to distributions and non-GAAP financial measures in the real estate industry needs improvement. 

Key findings from the review included the following items. For distributions, staff found opportunities for better disclosure when distributions exceed operating cash flows. For non-GAAP financial measures, staff identified a lack of transparency about various adjustments made in arriving at non-GAAP financial measures, particularly those relating to maintenance capital expenditures and working capital. Staff also noted instances where non-GAAP financial measures were presented with greater prominence than the most directly comparable measure specified under the issuer’s GAAP.

Non-GAAP financial measures and distribution disclosures continue to remain areas of focus for the CSA, and real estate reporting issuers are encouraged to refer to the guidance published.

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

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Cybersecurity Risk Management Oversight: A Tool for Board Members

Apr 12, 2018

On April 12, 2018, the Center for Audit Quality released a tool that provides key questions board members can use as they discuss cybersecurity risks and disclosures with management and CPA firms.

The questions are grouped under four key areas:

  • Understanding how the financial statement auditor considers cybersecurity risk
  • Understanding the role of management and responsibilities of the financial statement auditor related to cybersecurity disclosures
  • Understanding management’s approach to cybersecurity risk management
  • Understanding how CPA firms can assist boards of directors in their oversight of cybersecurity risk management

The tool also compiles cybersecurity-related resources from the CAQ, the American Institute of CPAs, the National Association of Corporate Directors, and others.

Review the tool on the CAQ's website.

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