News

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SEC moves to identify 'high-quality' non-GAAP measures

Dec 12, 2016

On December 12, 2016, Accounting Today released a summary of the panel discussion at the December 2016 AICPA conference on current SEC and PCAOB developments, which was put together by Christine Davine, deputy managing partner of Deloitte & Touche LLP’s National Office, to get the perspectives of various types of constituents on non-GAAP metrics.

In the article, Devine mentions that one of the key takeaways from the panel, it’s that non-GAAP measures are not prohibited and that you're allowed to use them. Also, investors and analysts and registrants find quite a bit of value in non-GAAP measures, but they need to be high quality.

Review the article on Accounting Today's website.

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Quick overview of key attributes and approaches to reporting business models

Dec 09, 2016

In October 2016, the UK Financial Reporting Council's (FRC) Financial Reporting Lab published a report on business model reporting, which provides valuable insight for companies on the importance of business model information to investors and the type of information they are seeking. The findings have now been condensed into a single page graphic overview.

The UK Strategic Report Regulations, applicable for periods ending on or after September 30, 2013, introduced a requirement for quoted companies to disclose their business model. This brought a requirement to disclose the business model into law for the first time, having been required under the UK Corporate Governance Code since 2010 (on a ‘comply or explain’ basis), and is seen as having codified common market practice.

The new EU Directive on Disclosure of Non-Financial and Diversity Information, expected to come into effect for reporting years commencing on or after January 1, 2017, will also introduce the requirement for companies across Europe, within the scope of the Directive, to disclose their business models. Companies across the EU may find this Lab report helpful as they consider their disclosures.

No definition of business model is provided in either the UK regulations or the EU Directive, and no commonly agreed definition currently exists in academic research or business literature. In practice, discussions on business model often drift into strategy, with the lines between them blurred. At the request of the then Department for Business, Innovation and Skills (BIS), the FRC published non-mandatory Guidance on the Strategic Report in June 2014 which recommends the following information be described in the business model disclosure:

  • how the entity generates or preserves value over the longer term;
  • how the entity captures that value;
  • what the entity does and why it does it;
  • what makes the entity different from, or the basis on which it competes with, its peers;
  • high level understanding of how the entity is structured;
  • high level understanding of the markets in which it operates and how it engages with those markets; and
  • broad understanding of the nature of the relationships, resources and other inputs that are necessary for the success of the business.

This report examines the views of company and investor participants on the key attributes of business model reporting, the value and use of business model reporting, together with illustrative examples of reporting favored by investors.

Please click for the following information on the FRC website:

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SEC Guidance for Foreign Private Issuers

Dec 08, 2016

On December 8, 2016, the Securities and Exchange Commission (SEC) published new Compliance and Disclosure Interpretations (C&DIs) addressing several questions relevant to foreign private issuers.

Canadian MJDS companies and many other cross-border companies incorporated or organized outside of the United States enjoy the benefit of various exemptions under U.S. securities laws on the basis that they qualify as “foreign private issuers.”

Torys LLP released a publication where they analyze on the SEC’s guidance, including:

  • The guidance is generally favourable to foreign private issuers and is consistent with past advice that we have given to our foreign private issuer clients.
  • In determining foreign private issuer eligibility, companies have some flexibility under the rules, as long as they apply their methodologies consistently.
  • A public offering of guaranteed securities and subsequent SEC reporting by a parent and subsidiary may be conducted under the foreign private issuer rules, provided the parent is a foreign private issuer and the parties meet the other criteria for omitting the subsidiary’s financial statements from SEC filings.

Review the publication on the Torys LLP's website.

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Canadian Securities Regulators Publish Final Amendments Mandating a Summary Disclosure Document and Delivery Regime for Exchange-Traded Mutual Funds

Dec 08, 2016

On December 8, 2016, the Canadian Securities Administrators (CSA) published final amendments that require exchange-traded mutual funds (ETFs) to produce and file a summary disclosure document called “ETF Facts.” The amendments also require dealers that receive an order to purchase ETF securities to send or deliver an ETF Facts to investors within two days of the purchase.

Provided all necessary Ministerial approvals are obtained, the amendments will come into force on March 8, 2017. There will be a phased implementation of the requirements. Effective September 1, 2017, ETFs will be required to produce and file an ETF Facts and make it available on the ETF’s or the ETF manager’s website. Dealer delivery obligations related to the ETF Facts will come into effect on December 10, 2018.

Review the press release and the summary disclosure document on the CSA's website.

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Recent sustainability and integrated reporting developments

Dec 06, 2016

In December 2016, the United States Sustainability Accounting Standards Board (SASB) published it's first annual "State of Disclosure Report" and the International Integrated Reporting Council (IIRC) published the results of a first stakeholder feedback survey.

The SASB's State of Disclosure Report is a reference document that provides an overview of the quality of existing corporate disclosure across 79 industries in hundreds of SEC filings across every major industry. The report shows 81 percent of all disclosures analyzed across all SASB disclosure topics indicate some level of disclosure in SEC filings. However, more than 53 percent use boilerplate language and less than 24 percent of these disclosures contain metrics – demonstrating that many companies take a minimally compliant approach to sustainability disclosure. Review the report on the SASB's website.

The purpose of the IIRC's stakeholder feedback survey was to obtain views on integrated reporting and on the work of the IIRC. While 87 percent of responses strongly agree or agree that integrated reporting promotes a more joined up and efficient approach to corporate reporting, views on the work of the IIRC are more mixed with 45 percent of the total global responses saying they do not know whether the institutional arrangements for the IIRC are appropriate to the overall aims of the IIRC relating to integrated reporting. Review the report on the IIRC's website.

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Life underground

Dec 01, 2016

On December 1, 2016, CPA Canada released an article by Yan Barcelo, a journalist in Montreal, that discusses the shadow economy. Nobody knows the actual size, and estimates vary widely. But what’s certain is that it is a form of tax evasion.

In the article, Mr. Barcelo writes that housecleaning, though deeply embedded in the underground economy (UE), is but a small fraction of the UE whole. The major sectors are residential construction (28% of the total UE in 2012), finance, insurance, real estate, rental, leasing and holding companies (or FIRE, 13%), retail trade (13%) and accommodation and food services (12%).

How big is the UE? No one seems to agree on a number, and evaluations vary widely — if not wildly. The basic evaluation is from StatsCan, which places it at $45.6 billion in 2013, or about 2.4% of GDP (approximately $1.8 trillion). Other studies throw in higher numbers. Analyzing retrospectively the years 1998 and 2004, a 2010 Bank of Canada study rates the amount of underreported income at between 14% and 19% of GDP.

Review the article on the CPA Canada's website.

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IFRS Foundation Trustees tweak Constitution

Nov 30, 2016

On November 30, 2016, the Trustees of the IFRS Foundation, responsible for the oversight and governance of the International Accounting Standards Board (IASB), have amended the organisation’s Constitution. The changes include reducing the size of the Board and amending the geographical distribution of Trustees.

The main changes are:

  • a reduction in the number of Board members from 16 to 14, which is the number of members the Board has been operating with for a while;
  • amendments to the geographical distribution of Board members and Trustees; and
  • amendments to Board members’ and Trustees’ professional background requirements.

Review the document outlining the feedback received to the consultation on the constitutional changes, together with the changes made, and a stand-alone updated version of the Constitution, which is effective December 1, 2016 on the IASB's website.

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For the Investor: Footnotes vs Face of Financials

Nov 30, 2016

In November 2016, the Financial Accounting Standards Board (FASB) released a column by Marc Siegel, FASB Member, where he described how his prior research process, as a former investor, led to his conclusion that it definitely matters whether something is presented on the face of financial statements versus only disclosed in the footnotes.

Mr. Siegel stated that the three major factors that influenced his view related to:

  1. The timing of available information
  2. The content of that information, and
  3. Time constraint on analysts and investors to come to decisions.

In a perfect situation, all information would be available at the same time and there would be no time constraint in which to analyze it. However, as that was not the case, presentation became more important to him.

Therefore, as a FASB member, he took very seriously the question of whether presenting information on the face of the financial statement matters. In the future, if more footnote and 10-Q information becomes available earlier in the cycle of quarterly earnings results, it’s possible that the distinction might become less important. But until such a time, it will continue to be his view that presentation matters.

Review the article on the FASB’s website.

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How the SEC’s universal proxy proposal affects Canadian companies and investors

Nov 30, 2016

On November 2016, the U.S. Securities and Exchange Commission (SEC) proposed amendments to its proxy rules that are designed to allow shareholders using the proxy system to vote for their choice of a combination of candidates in a contested election for directors, rather than being limited only to the candidates on either a management proxy or dissident proxy.

The proposed changes could make it easier and less costly for dissident candidates to be elected to corporate boards, which could have ripple effects on corporate governance practices and negotiating strategies for activists. Use of a universal proxy would require the dissident to provide advance notice of its nominees and incur the cost of preparing dissident proxy materials and sending those proxy materials to potentially more shareholders than it would otherwise solicit.

Review the update on Osler's website.

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Disclose what truly matters: Model disclosures under the non-financial and diversity information directive

Nov 28, 2016

On November 28, 2016, Accountancy Europe released released the guide "Disclose what truly matters: Model disclosures under the non-financial and diversity information directive," which provides practical guidance to companies that will have to comply for the first time with the EU Directive on the disclosure of non-financial and diversity information by certain large undertakings and groups.

In the publication, they apply the Directive’s requirements in a "mock-up" management report of a fictional company in the food industry, which will especially help companies without prior experience in reporting on non-financial and diversity information.

Around 6,000 European companies are affected by this Directive which Member States have to transpose into their national laws by December 6, 2016.

Review the guide on the Accountancy Europe's website.

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