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SEC proposes rule on modernization of property disclosures for mining registrants

Jun 16, 2016

On June 16, 2016, the Securities and Exchange Commission (SEC) issued a proposed rule, "Modernization of Property Disclosures for Mining Registrants."

The proposal revises the property disclosure requirements for mining registrants and related guidance “by aligning them with current industry and global regulatory practices and standards.” The purpose of the revisions is to help investors understand registrants’ mining properties so that they can “make more informed investment decisions.”

Foreign private issuers that use Form 20-F to file their Exchange Act registration statements and annual reports, or that refer to Form 20-F when filing their Securities Act registration statements on Forms F-1 and F-4, are generally not subject to Regulation S-K.

Because the SEC believes that the same property disclosure requirements should apply to both domestic and foreign mining registrants, the proposed rules would amend Form 20-F.

The proposed conforming changes are intended to ensure consistency in the mining disclosures of SEC filers across both domestic registrants and foreign private issuers (other than Canadian issuers that use the Multijurisdictional Disclosure System filing on Forms 40-F, F-10, F-7, F-8 or F-80). The proposed changes would particularly affect Canadian registrants that report pursuant to Form 20-F and are currently permitted to provide additional mining disclosure under NI 43-101 pursuant to the “foreign or state law” exception under Guide 7 and the “foreign law” exception under Form 20-F. The proposed rules would eliminate this exception and may thus increase compliance costs for these registrants to the extent that, as discussed previously, the proposed disclosure requirements differ from NI 43-101.482 That said, to the extent that these differences in disclosure requirements also provide expected incremental benefits, these benefits would mitigate any increase in compliance costs.

Comments on the proposed rule are due 60 days after the date of its publication in the Federal Register.

Review the press release and proposed rule on the SEC’s Web site.

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OSC Announces Office of the Whistleblower Launch Date and Appoints Chief

Jun 16, 2016

On June 16, 2016, the Ontario Securities Commission (OSC) announced the appointment of Kelly Gorman as Chief of the Office of the Whistleblower, effective immediately. The Office of the Whistleblower will open to receive tips on July 14, 2016.

The OSC’s Office of the Whistleblower will be the first of its kind for securities regulators in Canada, offering compensation of up to $5 million to whistleblowers who come forward with tips that lead to successful enforcement action. It is expected to increase the effectiveness of the OSC’s enforcement efforts by providing access to high quality information about matters such as insider trading, accounting and disclosure violations and registrant misconduct.

The program provides important whistleblower protections like confidentiality and anti-retaliation provisions. Anti-retaliation provisions, a key feature of the whistleblower program, are expected to be in place by the time of launch.

Review the press release on the OSC's Web site.

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Study of the CFA Institute on the role of data and technology in transforming financial reporting

Jun 15, 2016

On June 15, 2016, the CFA Institute, a global association of investment professionals, published "Data and Technology: Transforming the Financial Information Landscape." The study examines the current financial reporting process, assesses the inefficiencies in the system, and determines the ways that data, data analytics, and technology could potentially improve or even transform that process.

The study begins by pointing out that the current system presumes that information is consumed by humans, therefore machine-readable formats are often neglected or viewed as secondary. However, the study concludes that the use of data and technology can result in a more effective and efficient overall financial reporting process in which users at every level receive more transparent, better-quality information on a timely basis. The three levels the study identifies are companies, auditors and investors.

  • Companies. Using standardized data from very early on in the process (and not only at the regulatory filing stage) would enable companies to use applications that are able to pull information from different data sources to write automated reports, which will streamline current labor-intensive processes.
  • Auditors. Structuring data early in the process would also allow auditors to use audit data analytics to make the audit more efficient and potentially provide users with a better quality and greater granularity of financial information with greater reporting frequency and possibly a higher level of assurance.
  • Investors. Structured quantitative data not bounded by the document in which the information is contained would give investors the possibility to apply current technology to sift through data and analyse the numbers in a faster and more comprehensive manner.

However, the study also notes that to achieve these changes, regulators need to improve access to and searchability of information within the regulator’s primary source documents.

Review the full study on the CFA Institute's website.

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IASB posts webinar on principles of disclosure project

Jun 14, 2016

On June 14, 2016, the International Accounting Standards Board (IASB) posted a webinar that provides an overview of the disclosure initiative and discusses the upcoming discussion paper on principles of disclosures, which is expected to be issued by the end of 2016.

The webinar is hosted by the IASB’s senior technical manager Suzanne Morsfield and assistant technical manager Arjuna Dangalla.

For more in­for­ma­tion, see the webinar page on the IASB’s website.

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Are Mandatory Gender Diversity Targets Coming for Public Companies in Ontario?

Jun 14, 2016

On June 14, 2016, Blake Cassels & Graydon LLP released an article on how the Ontario government announced that it has accepted all 11 recommendations set forth in Catalyst Canada’s report, "Gender Diversity on Boards in Canada: Recommendations for Accelerating Progress" (Report).

Catalyst Canada is a non-profit organization whose mission is to accelerate progress for women through workplace inclusion. The Report was commissioned by the Government of Ontario and is intended to advance gender balance on boards through providing recommendations to companies and business leaders as well as the Ontario government.

The Report notes that while some indications of momentum exist, with 15% of TSX-listed issuers having added one or more women to their boards between the 2014 and 2015 proxy seasons, there is still much progress to be made in terms of gender balance, as women currently comprise 20.8% of the members of such boards and half of TSX-listed issuers do not have any women on their boards.

Review the report and the article on the Blake Cassels & Graydon LLP's Web site.

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COSO proposes revisions to its ERM framework

Jun 14, 2016

On June 14, 2016, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) issued a proposal, “Enterprise Risk Management — Aligning Risk With Strategy and Performance,” which addresses the increasing complexity of risk and new risks that have developed since the issuance of its 2004 enterprise risk management (ERM) framework.

The update, Enterprise Risk Management — Aligning Risk with Strategy and Performance, is designed to address the needs of all organizations to improve their approach to managing new and existing risks as a way to help create, preserve, sustain and realize value.

The update reflects the critical importance of the connection between strategy and performance, offers perspective on current and evolving concepts and applications of enterprise risk management, and updates the core definitions of risk and enterprise risk management. One of the most significant enhancements is the introduction of components and supporting principles that reflect the evolution of risk management thinking and practices.

COSO has expanded its website, www.COSO.org, with a section on the Framework update that includes the proposed Framework, survey and comment tools, and FAQs about the project, details of the most significant updates and how to respond to the survey. The site also includes a video that features four members of the Advisory Council addressing the ERM update process and the importance of obtaining input from a variety of risk professionals about the proposed changes.

Comments on the proposal are due by September 30, 2016. For more information, see the press release and proposal on COSO’s Web site.

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Report of the IFRS Foundation Trustees May 2016 meeting

Jun 10, 2016

On June 10, 2016, the report of the IFRS Foundation Trustees meeting in Jakarta held on May 24–26, 2016 was released.

Meeting activities included the following:

  • Executive session — The Trustees discussed a number of important strategic issues:
    • Review of structure and effectiveness of the IFRS Foundation — The Trustees extensively discussed and concluded their review of structure and effectiveness of the IFRS Foundation.
    • Agenda consultation — The Trustees were updated on the progress on the Board’s Agenda Consultation, in particular the key messages received from respondents and how these messages, as well as those received on the Trustees’ review, had been used to develop a draft work plan for the Board for the period 2017-2021.
    • Presentation on IFRS in Indonesia — The Trustees received a presentation on the status of IFRSs in Indonesia.
    • Insurance contracts — The Trustees received a presentation on the forthcoming standard.
    • Other issues.
    • Committee reports — The Trustees discussed reports from the Audit and Finance Committee, the Education and Content Services Committee, the Human Capital Committee, and the Nominating Committee.
  • IASB Chairman’s report — The Chair of the IASB provided the Trustees with an update on a number of the IASB’s technical activities with special focus on the 2015 Agenda consultation and consistent application of IFRSs around the world.
  • Report of the Due Process Oversight Committee (DPOC) — The Trustees received a report about the DPOC’s May 2016 meeting.
  • Events in Jakarta — The report especially notes the stakeholder event and the signing of the joint agreement with Indonesian authorities.

The full report on the IFRS Foundation trustees’ meeting is available on the IASB’s website.

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Trustees conclude 2015 Constitution review

Jun 10, 2016

On June 10, 2016, the Trustees of the IFRS Foundation concluded on the 2015 Review of Structure and Effectiveness of the IFRS Foundation, which was officially launched on July 7, 2015. As the Trustees were convinced that the last strategy review (2010-2012) already covered many issues that would be part of a constitution review, they limited this review to three strategic areas: Relevance of IFRS, Consistent application of IFRS, and Governance and financing of the IFRS Foundation.

On Relevance, the Trustees intend to accelerate the work to address barriers to high-quality digital reporting by collaborating with investors, securities regulators and others to ensure the IFRS Taxonomy remains fit for purpose. They will also establish a network of experts to provide advice on technological innovation and its impact and relevance to IFRS Standards. The Trustees have also decided to retain the existing focus of the Board on for-profit entities, with no expansion at this time to cover either the public sector or the private not-for-profit sector.

Regarding Consistent application, there will be an increased emphasis on activities to support the consistent application, additional resources and materials will be developed to assist the consistent implementation, and the Trustees will continue to develop relationships with securities regulators to support implementation of IFRSs around the world.

Governance and financing will see no change to the current three-tier structure, but steps will be taken to enhance the visibility of Trustee oversight of the Board. The geographical distribution of both the Trustees and the Board will be changed by combining the North American and South American allocations into a single ‘Americas’ category, and the size of the Board will be reduced to 13 members, with the flexibility to appoint a 14th member if appropriate. The Trustees will maintain the current funding model until the funding regime based on publicly supported financing is fully achieved.

The following additional information is available on the IASB's website:

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IOSCO issues final statement on non-GAAP financial measures

Jun 08, 2016

On June 8, 2016, the International Organization of Securities Commissions (IOSCO) released its final guidance setting out IOSCO's expectations for issuers with respect to the presentation of financial measures other than those prescribed by Generally Accepted Accounting Principles (GAAP), so called 'non-GAAP financial measures'.

The IOSCO guidance is contained in the Statement on Non-GAAP Financial Measures, which sets out IOSCO's expectations for the presentation of such measures by issuers, including that sufficient information should accompanying non-GAAP financial measures to aid in their understanding, and that the measures should be presented transparently and with disclosure of how they are calculated.

The statement provides specific expectations in the following broad categories:

  • Defining the non-GAAP financial measure. This encompasses providing a clear explanation of the basis of calculation, clearly labelling measures such that they are distinguished from GAAP measures, explaining why the measures are useful, and explicitly stating the non-GAAP measure does not have a standardized meaning and may not be comparable between entities.
  • Unbiased purpose. This requires that non-GAAP financial measures should not be used to avoid presenting adverse information to the market.
  • Prominence of GAAP measures versus non-GAAP financial measuress. Non-GAAP measures and their most directly comparable GAAP measures should be presented with equal prominence, or the GAAP measure given greater prominence, and non-GAAP measures should not in any way confuse or obscure the presentation of GAAP measures.
  • Reconciliation to comparable GAAP measures. Reconciliations should be provided between non-GAAP financial measures and their most directly comparable GAAP measure presented in the financial statements, with adjustments explained and reconcilable to the financial statements, or information about how they are calculated provided.
  • Presentation of non-GAAP financial measures consistently over time. Measures should generally remain consistent from period to period, include comparative information, with any changes in composition explained and also reflected in comparative information and discontinued use of a non-GAAP measure sufficiently motivated.
  • Recurring items. Items that are reasonably likely to affect past and future periods, such as restructuring costs and impairment losses, should not be described as non-recurring, infrequent or unusual.
  • Access to associated information. The information that issuers provide regarding non-GAAP financial measures should be readily and easily accessible to third parties.

The statement is intended to be used by entities applying International Financial Reporting Standards (IFRSs) and other accounting principles.

Please click for (links to IOSCO Web site):

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Second set of draft GRI Standards available for comment

Jun 03, 2016

On June 3, 2016, the Global Reporting Initiative (GRI) released exposure drafts of a second set of 30 GRI Standards developed by the Global Sustainability Standards Board (GSSB).

“The GRI G4 Guidelines are already the most widely used framework for sustainability reporting in the world. Our transition to Standards is designed to scale up our reach even further,’ said Eric Hespenheide, Chair of the Global Sustainability Standards Board (GSSB). “The improved structure, format and presentation of GRI Standards, as well as the fact that individual Standards can be used alone, will open up reporting to thousands of organizations that have not yet begun disclosing their broader economic, environmental and social impacts. We are also transitioning from periodic to continual updates of GRI Standards, as market and stakeholder demands evolve.”

Organizations preparing a sustainability report ‘in accordance’ with the GRI Standards will select only the relevant topic-specific Standards, based on their material topics. However, the Standards can also be used and referenced independently, to allow reporting on a specific sustainability subject. This will give reporting organizations more flexibility and make sustainability reporting more accessible for new reporters, including small and medium-sized enterprises.

The second set of exposure drafts comprises 30 topic-specific draft standards each covering a separate sustainability topic such as anti-corruption, emissions, biodiversity, or child labor. They are open for comment until 17 July 2016. Please click to access the exposure drafts and a corresponding press release on the GRI's Web site.

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