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CSA seeks comment on potential oversight requirements for foreign audit firms

Apr 25, 2017

On April 25, 2017, the Canadian Securities Administrators (CSA) published for comment CSA Consultation Paper 52-403 "Auditor Oversight Issues in Foreign Jurisdictions" (Consultation Paper), which seeks input on whether certain oversight requirements should be introduced for audits done by foreign firms.

The Consultation Paper discusses challenges faced by the Canadian Public Accountability Board (CPAB) in accessing audit work performed in certain foreign jurisdictions. The Consultation Paper describes a CPAB request for the CSA to amend National Instrument 52-108 Auditor Oversight to require certain audit firms involved in the audit of a reporting issuer’s financial statements to register as a participating audit firm. This requested amendment would assist CPAB in accessing audit working papers in most foreign jurisdictions.

CSA staff is also considering potential disclosure enhancements to provide stakeholders with information about situations where CPAB has been prevented from inspecting audit work performed.

Comments should be submitted in writing by June 24, 2017.

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

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Professors propose new measure of accounting complexity

Apr 20, 2017

On April 20, 2017, the Social Science Research Network (SSRN) released a paper written by accounting professors, Rani Hoitash of Bentley University, and his brother Udi Hoitash of Northeastern University, which proposes a new measure of accounting reporting complexity (ARC) based on the count of accounting items (XBRL tags) disclosed in 10-K filings.

The preparation and disclosure of more accounting items is complicated because it requires greater knowledge of authoritative accounting standards. This aspect of complexity can increase the likelihood of mistakes, incorrect application of GAAP, and can ultimately lead to less credible financial reports. Consistently, we find that ARC is associated with a greater likelihood of misstatements and material weakness disclosures, longer audit delay, and higher audit fees.

Review the paper on the SSRN's website.

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Non-GAAP Financial Measures: SEC Staff Comments Focus on Compliance With 2016 Guidance

Apr 19, 2017

On April 19, 2017, Sullivan & Cromwell LLP issued an analysis of the comment letters released by the SEC staff to nearly 250 companies challenging the calculation and presentation of non-GAAP financial measures in filings made subsequent to the issuance of the 2016 guidance.

Based on their analysis of these comment letters, they have identified a number of areas of SEC staff focus during this period, in descending order of frequency:

  • Failure to present GAAP measure with equal or greater prominence (C&DI 102.10)
  • Inadequate explanation of usefulness of non-GAAP measure
  • Misleading adjustments, such as exclusion of normal, recurring cash expenses (C&DI 100.01)
  • Inadequate presentation of income tax effects of non-GAAP measure (C&DI 102.11)
  • Individually tailored revenue recognition or measurement methods (C&DI 100.04)
  • Misleading title or description of non-GAAP measure
  • Use of per share liquidity measures (C&DI 102.05)

Review the publication on the Sullivan & Cromwell LLP's website.

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COSO and WBCSD Sign Memorandum of Understanding

Apr 07, 2017

On April 7, 2017, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and the World Business Council for Sustainable Development (WBCSD) recently completed a Memorandum of Understanding (MoU) aimed at working together to help businesses identify and prioritize issues related to sustainability and enterprise risk management.

COSO will work with WBCSD to develop interpretive guidance on how to embed sustainable development issues into COSO’s Enterprise Risk Management Framework as a foundation to bridge the gap between the way companies consider sustainability issues in their risk management processes and how they disclose these risks to investors, facilitating effective decision making within and out with the company.

Review the press release on the COSO's website.

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Proposed Ontario legislation would strengthen shareholder rights and board diversity

Apr 06, 2017

In 2017, the Legislative Assembly of Ontario released Bill 101, Enhancing Shareholder Rights Act, 2017. The Bill makes various amendments to the Business Corporations Act with respect to meetings of shareholders, the process for electing directors and the use of proxies.

The new Part IX.1 requires certain corporations to place before the shareholders, at every annual meeting, information respecting diversity among directors and the members of senior management.

Finally, the Act is amended to provide shareholders with the opportunity to propose an executive compensation policy at a meeting of shareholders. The directors of the corporation would be required to comply with the policy if it is adopted.

Review the Bill on the Legislative Assembly of Ontario's website.

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CSA seeks comments on reducing regulatory burden for non-investment fund reporting issuers

Apr 06, 2017

On April 6, 2017, the Canadian Securities Administrators (CSA) published CSA Consultation Paper 51-404 "Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers" (Consultation Paper), which seeks comments on potential options for reducing regulatory burden for non-investment fund reporting issuers in the public markets.

The Consultation Paper identifies and seeks input on potential options for reducing regulatory burden associated with capital raising in the public markets and the ongoing costs of remaining a reporting issuer. These options include:

  • expanding the application of streamlined rules for smaller reporting issuers;
  • reducing the regulatory burden associated with prospectus rules and the offering process;
  • reducing certain ongoing disclosure requirements;
  • eliminating overlap in potentially duplicative regulatory requirements; and
  • enhancing the electronic delivery of documents.

Comments should be submitted in writing by July 7, 2017.

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

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TSX Amends Proposal for New Website and Equity Compensation Plan Disclosure

Apr 06, 2017

On April 6, 2017, the Toronto Stock Exchange (TSX) published for comment a revised version of proposed amendments (Revised Amendments) to Part IV and Part VI of the TSX Company Manual and certain other ancillary amendments to the Manual.

The Revised Amendments are a revision to proposed amendments that were originally published for comment by the TSX on May 26, 2016, in response to comments received on that previous proposal.

Review an analysis on the Blakes' website.

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2017-2018 Newfoundland and Labrador budget highlights

Apr 06, 2017

On April 6, 2017, Minister of Finance Cathy Bennett presented the 2017-2018 Newfoundland and Labrador budget.

The most significant news in this year’s budget is the absence of new taxes or fees. Equally important, there were no increases to existing taxes or fees. This budget was the exact opposite of the 2016-2017 budget, which contained increases to both taxes and fees in many areas.

The announced changes to taxation in Newfoundland and Labrador are outlined in our Canadian tax alert.

For further details, we refer you to the Government of Newfoundland and Labrador website.

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CSA publishes summary of the roundtable on response to cyber security incidents

Apr 06, 2017

On April 6, 2017, the Canadian Securities Administrators (CSA) published CSA Staff Notice 11-336 "Summary of CSA Roundtable on Response to Cyber Security Incidents", which provides an overview of the themes discussed and some of the key takeaways.

The CSA hosted a roundtable on February 27, 2017 to explore cyber security issues and opportunities for greater collaboration, communication and coordination in the event of a large-scale cyber security incident.

Participants focused on the importance of robust Incident Response Plans (IRPs) for entities, including entities that may be indirectly affected by a cyber incident.

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

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BCBS has "not yet reached a conclusion" on IFRS 9

Mar 31, 2017

In March 2017, the Basel Committee on Banking Supervision (BCBS) released a statement on the interim regulatory treatment of accounting provisions and standards in view of the limited time until the effective date of IFRS 9 "Financial Instruments".

The statement stresses that the BCBS supports the use of expected credit loss (ECL) accounting approaches and encourages their application in a manner that will achieve earlier recognition of credit losses than incurred loss models while also providing incentives for banks to follow sound credit risk management practices. Still, the BCBS notes that the implementation of ECL accounting is likely to have fundamental implications for the regulatory capital and banks’ provisioning practices in qualitative and quantitative ways.

In view of the limited time until the effective date of IFRS 9 (January 1, 2018), the BCBS has therefore decided to retain the current regulatory treatment of provisions under the Basel framework for an interim period. In the meantime, the BCBS will thoroughly review the longer-term regulatory treatment of provisions. The statement also notes that jurisdictions may adopt transitional arrangements to smooth any potential significant negative impact on regulatory capital arising from the introduction of ECL accounting.

Review the BCBS statement on the Bank for International Settlements' (BIS) website.

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