News

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SEC issues interpretive guidance on pay ratio disclosures

Sep 21, 2017

On September 21, 2017, the Securities and Exchange Commission (SEC) issued interpretive guidance, “Commission Guidance on Pay Ratio Disclosure.”

The interpretive guidance will “assist companies in their efforts to comply with the pay ratio disclosure requirement mandated by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.” In addition, the SEC’s staff has issued guidance on the pay ratio rule that includes “hypothetical examples of use of sampling and other reasonable methodologies.”

Further, the staff of the SEC’s Division of Corporation Finance has updated the compliance and disclosure interpretations related to Regulation S-K to reflect the pay ratio guidance contained in the interpretive release. The update revises 128C.01, withdraws 128C.05, and adds 128C.06.

Review the press releaseinterpretive guidance, and staff guidance on the SEC’s website.

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Changes to start-up crowdfunding exemption will increase access to capital for B.C. issuers

Sep 21, 2017

On September 21, 2017, the British Columbia Securities Commission (BCSC) announced improvements to crowdfunding rules that will enable B.C.-based issuers to access investors in Alberta when conducting crowdfunding campaigns. The amendments also permit an increased investment, for some investors, of up to $5,000.

“With these amendments, B.C. is harmonizing the crowdfunding regime and providing start-up and early stage issuers with access to more potential investors and more investment dollars,” said Peter Brady, Executive Director of the BCSC.

The BCSC’s Tech Team recommended the amendments to B.C. Instrument 45-535 Start-up Crowdfunding Registration and Prospectus Exemptions (BCI 45-535) following stakeholder consultations and after reviewing the results of the BCSC’s 2017 Tech Survey.

Survey respondents who were involved in crowdfunding identified harmonization across jurisdictions as one of their biggest concerns. The new amendments take steps to resolve that issue by allowing an interface between the B.C. and Alberta crowdfunding rules. Respondents also recommended increasing the investment amounts allowed under the current crowdfunding rules. The new amendments raise the investment limit from $1,500 to $5,000, if the investor has obtained advice from a registered dealer that the investment is suitable for them.

Review the press release and the crowdfunding page on the BCSC's website.

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Addressing Implementation Matters to Improve Financial Reporting

Sep 21, 2017

On September 21, 2017, the Securities and Exchange Commission (SEC) released a speech by Sagar Teotia, Deputy Chief Accountant, where he discusses the implementation of the new GAAP standards, specifically revenue recognition, leases, and measurement of credit losses on financial instruments.

In the speech, Mr. Teotia speaks to the important role that preparers, auditors, and audit committees have in achieving the implementation of these standards.

Review the speech on the SEC's website.

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OSC Publishes Corporate Finance Branch 2016-2017 Annual Report

Sep 21, 2017

On September 21, 2017, the Ontario Securities Commission (OSC) published OSC Staff Notice 51-728 Corporate Finance Branch 2016-2017 Annual Report. The publication provides guidance to the individuals and entities the OSC oversees, and their advisors, to help them comply with regulatory obligations.

This year’s report focuses on issues and trends related to Management's Discussion and Analysis (MD&A), non-GAAP financial measures, and forward-looking information, among other areas.

Review the press release and the Annual Report on the OSC's website.

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FASB discusses its technical agenda

Sep 20, 2017

At its September 20, 2017 meeting, the Financial Accounting Standards Board (FASB) discussed financial reporting issues identified in its agenda consultation project.

The FASB decided to add to its agenda three projects on the following topics:

  • Distinguishing liabilities from equity
  • Disaggregation of performance information
  • Segment reporting

In addition, the Board removed the following four topics from its research agenda:

  • Accounting for financial instruments: interest rate risk disclosures
  • Pensions and other post-retirement employee benefit plans
  • Intangibles (however, as part of its disclosure framework project, the Board will retain the portion of the intangibles project that focuses on developing qualitative disclosures)
  • The segment disclosure component of phase 2 of its project related to the financial statements of not-for-profit entities

Review the press release and tentative Board decisions on the FASB’s Web site.

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IASB posts webcast on IFRS 17

Sep 19, 2017

On September 19, 2017, the International Accounting Standards Board (IASB) released a 30 minute webcast that covers the accounting for reinsurance contracts held in applying IFRS 17 "Insurance Contracts".

This webcast is part of a webcast series that the International Accounting Standards Board is providing to support the implementation of IFRS 17.

View the webcast on the IASB's website.

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The Smart Contract Trend

Sep 19, 2017

On September 19, 2017, Fasken Martineau DuMoulin LLP released an article on the smart contract, which is computer code that may allow a legal contract to self-perform in one way or another upon the fulfillment of certain conditions. Smart contract code may also verify and enforce performance of the legal contract in question.

In theory, this offers two main advantages over purely text-based legal contracts:

  1. it limits debate with respect to the meaning of the agreement, since code is precise and free from fallible human interpretation; and
  2. it reduces transaction costs, as the contract is performed automatically once the requisite conditions materialize.

However, code often has its own flaws and deficiencies, and the realized efficiencies will depend on whether the transaction in question benefits from being hosted on a distributed platform.

Review the article on Fasken Martineau's website.

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Accountancy Europe follows up on 'CORE & MORE' and calls for decisive leadership in non-financial reporting

Sep 18, 2017

On September 18, 2017, at the "Shaping the future of corporate reporting" event held in Brussels, Accountancy Europe (formerly FEE) launched two publications: a follow-up report on the 2015 paper that put forward the idea of "CORE & MORE" and a call for action to enhance the coordination of non-financial information initiatives and frameworks.

The Core & More concept introduced in 2015 aims to present corporate reporting in a smarter way, organizing financial and non-financial information based on the interests of users. Information relevant for a wide range of stakeholders would be in the Core report, and supplementary details for a more limited audience would form the More reports. The paper develops the concept further and provides ideas on what information could be presented in each of the pillars. It also explores how technology might support the Core & More concept and addresses the relationship between Core & More and integrated reporting.

Review the paper Core & More: an opportunity for smarter corporate reporting on the Accountancy Europe's website.

The call for action notes that "the overwhelming number of existing disconnected non-financial information reporting frameworks complicates coherent, consistent, and comparable wider corporate reporting, and steadily increases the reporting burden for companies". Accountancy Europa calls on the different standard-setting bodies and initiatives to coordinate their efforts to streamline existing reporting frameworks addressing similar pieces of non-financial information. The organization believes that the final step in this development should aim at developing a single global framework for non-financial information reporting. (At the very same event IASB Chairman Hans Hoogervorst noted in a speech that the IASB could not and would not take the decisive leadership role Accountancy Europe hints at in the call for action).

Review the Call for action: Enhance the coordination of non-financial information initiatives and frameworks on the Accountancy Europe's website.

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IASB Chairman speaks about the IASB and wider corporate reporting

Sep 18, 2017

On September 18, 2017, the International Accounting Standards Board (IASB) released a speech delivered at Accountancy Europe’s event "Shaping the future of corporate reporting" held in Brussels. In his speech, IASB Chairman Hans Hoogervorst discussed the relevance of financial reporting in a world where companies provide more and more non-financial information and are seeking a wider audience than investors alone.

Mr. Hoogervorst's main message at the beginning of his speech was: "Keep calm and carry on". He explained that he was not at all concerned that the relevance of financial reporting is under threat. He noted that financial statements are primarily backward looking and, therefore, always provide an important reality check. And he also noted that as more information becomes available, the more need there is for comparability, standardization and quality control.

Yet Mr. Hoogervorst also conceded that times are changing and everybody needs to adapt - including the IASB. He stressed the IASB's current effort at better communication in financial reporting. He noted a few projects and initiatives that form part of the effort and he also explained that the IASB may need to give preparers more guidance on how to provide context to their financial statements.

Also, Mr. Hoogervorst looked at environmental, social and governance (ESG) reporting and the question of whether the IASB should become active in that field. He noted that audience for sustainability reporting is broader than that of financial reporting and that much of sustainability reporting is primarily focused on the external effects of the performance of a company. Mr. Hoogervorst said that he believed that the IASB does not have the expertise to become the standard-setter in this field and that widening the audience and scope of the Board's work would most likely lead to loss of focus and identity.

However, Mr. Hoogervorst did not just leave it at that. He also followed up on the question who should take responsibility for harmonization of ESG requirements and try to prevent overload. He argued that since so much of ESG reporting is closely intertwined with public policy goals, public authorities would be best equipped to pursue harmonization.

Review the speech on the IASB's website.

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2017 Diversity Disclosure Practices Report: Women in leadership roles at TSX-listed companies

Sep 18, 2017

On September 18, 2017, Osler’s Corporate Governance Practice Group released its third annual edition of its comprehensive report on diversity disclosure practices.

Gender diversity remains a key item on the corporate governance agenda, and institutional shareholders are increasingly prioritizing a greater representation of women in leadership positions among the companies in which they invest.

The report finds that progress is being made, but at a glacial rate of improvement and provides best practices for improving gender diversity among boards and executive teams.

Review the report, 2017 Diversity Disclosure Practices Report: Women in leadership roles at TSX-listed companies, on Osler’s website.

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