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IFRS Foundation Trustees approve reappointment of IFRS Interpretations Committee members and seeks new candidates

Dec 19, 2023

On December 19, 2023, the Trustees of the IFRS Foundation have approved the reappointments of Andre Besson, Karen Higgins and Vijay Kumar as IFRS Interpretations Committee members. The reappointments are effective on 1 July 2024 and are for a three-year period.

In addition, the Trustees have launched a call for new Committee members.

Review the press release on the IFRS Foundation website.

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ISSB issues targeted amendments to the SASB standards to enhance their international applicability

Dec 19, 2023

On December 19, 2023, the International Sustainability Standards Board (ISSB) issued amendments to the Sustainability Accounting Standards Board (SASB) standards to enhance their international applicability. The amendments will be effective for annual reporting periods beginning on or after January 1, 2025.

The SASB standards facilitate the implementation and application of IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information for preparers.

Changes

With these amendments, the ISSB intends to make the SASB standards more internationally applicable and GAAP-agnostic. The amendments remove and replace jurisdiction-specific references and definitions, without substantially altering industries, topics or metrics.

Effective date

To support those entities already using the SASB standards, the ISSB determined that these amendments will be effective for preparers with annual reporting periods beginning on or after January 1, 2025, with early application permitted.

Review the updated standards on the SASB website.

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IASB issues podcast on latest Board developments (December 2023)

Dec 19, 2023

On December 19, 2023, the IASB released a podcast hosted by Executive Technical Director Nili Shah which discusses deliberations at the December 2023 IASB meeting.

The podcast highlights projects which were discussed during the meeting:

  • IASB work plan.
  • Management commentary.
  • Power purchase agreements
  • Preview of key developments from the IASB during the first half of 2024

Access the podcast on the IFRS Foundation website

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ISSB issues December 2023 podcast

Dec 18, 2023

On December 18, 2023, the IFRS Foundation released a podcast hosted by ISSB Chair Emmanuel Faber and Vice-Chair Sue Lloyd discussing the latest developments from the ISSB.

The podcast looks back at the ISSB’s progress in 2023, IOSCO’s endorsement of the ISSB standards, and foundational work to support the implementation of IFRS S1 and IFRS S2 including capacity building, interoperability and connections.

It also reflects on highlights from December 2023, including:

Access the podcast on the IFRS Foundation website.

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Updated IASB and ISSB work plan — Analysis (December 2023)

Dec 18, 2023

Following the IASB's and ISSB's December 2023 meetings, we have analysed the work plan on the IFRS Foundation website to see what changes have resulted from the meetings and other developments since the work plan was last revised in November 2023.

Below is an analysis of all changes made to the work plan since our last analysis on November 20, 2023

Standard-setting projects

Maintenance projects

  • Amendments to the Classification and Measurement of Financial Instruments — Final amendments are now expected in Q2 2024 (previously H1 2024)
  • Annual Improvements to IFRS Accounting Standards — The following projects will have feedback discussions on their exposure draft in Q1 2024 (previously January 2024):
    • Cost Method (Amendments to IAS 7)
    • Derecognition of Lease Liabilities (Amendments to IFRS 9)
    • Determination of a ‘De Facto Agent’ (Amendments to IFRS 10)
    • Disclosure of Deferred Difference between Fair Value and Transaction Price (Amendments to Guidance on implementing IFRS 7)
    • Gain or Loss on Derecognition (Amendments to IFRS 7)
    • Hedge Accounting by a First-time Adopter (Amendments to IFRS 1)
    • Introduction and Credit Risk Disclosures (Amendments to Guidance on implementing IFRS 7)
    • Transaction Price (Amendments to IFRS 9)
  • Climate-related and Other Uncertainties in the Financial Statements — A direction on the project is now expected in Q2 2024 (previously Q1 2024)
  • Power Purchase Agreements — An exposure draft is expected in Q2 2024
  • Provisions — Targeted Improvements — An exposure draft is expected in H2 2024.

Research projects

  • Extractive Activities — This project is no longer in the work plan.

Other projects

  • IFRS Accounting Taxonomy Update — Common Practice (Financial Instruments) and General Improvements — Feedback discussions on the proposed IFRS Taxonomy Update are expected in February 2024 (previously Q1 2024)
  • IFRS Accounting Taxonomy Update — Primary Financial Statements — A proposed IFRS Taxonomy update is now expected in Q2 2024 (previously H1 2024)
  • IFRS Accounting Taxonomy Update — Subsidiaries without Public Accountability: Disclosures and Amendments to IFRS 7 and IFRS 9 — This project is added to the work plan with a proposed IFRS Taxonomy update expected in H2 2024
  • IFRS Sustainability Disclosure Taxonomy — The issuance of an IFRS Sustainability Disclosure Taxonomy is expected in Q2 2024

The above is a faithful comparison of the IASB and ISSB work plan on November 20, 2023 and December 18, 2023.

For access to the current work plan at any time, please click here.

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SEC Division of Corporation Finance Director Gives Speech on Cybersecurity Disclosure

Dec 15, 2023

On December 15, 2023, the Securities and Exchange Commission (SEC)’s Division of Corporation Finance director, Erik Gerding, discussed the SEC’s July 2023 final rule Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure.

Mr. Gerding addressed the SEC’s rationale behind releasing the final rule, including “investors’ need for improved disclosure” about cybersecurity considering the greater cybersecurity risks in an increasingly technology-reliant world. He also stressed that, although investors “need consistent and comparable disclosures” about cybersecurity, it would be a “misconception” to think that the Commission is “seeking to prescribe particular cybersecurity defenses, practices, technologies, risk management, governance, or strategy.” Rather, “public companies have the flexibility to decide how to address cybersecurity risks and threats based on their own particular facts and circumstances.”

Given the final rule’s imminent compliance date, Mr. Gerding addressed some of the actions public companies should consider taking, such as consulting with “chief information security officers, other company’s cybersecurity experts and technologists, the disclosure committee, and those responsible for advising them on securities law compliance.” He also stressed the Division’s own “open door policy” with respect to assisting companies with their interpretive questions regarding the final rule’s provisions. Mr. Gerding closed his remarks by reassuring companies that the Division does not “seek to make ‘gotcha’ comments or penalize foot faults.” Rather, he underscores that the SEC’s overarching goal with this rule, as with other rules, is to “elicit tailored disclosures that provide consistent, comparable, and decision-useful information to investors.”

Access the rule on SEC’s website

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CCGG publishes Best Practices for Proxy Circular Disclosure

Dec 14, 2023

On December 14, 2023, the Canadian Coalition for Good Governance (CCGG) published its annual review of public company information circular disclosure, describing what it considers to be best practices for corporate governance and executive compensation disclosure and providing examples from issuers across Canada.

While the publication remains relatively consistent with the one published last year, updates have been made on the topics of board skills matrices, director continuing education, human capital management and succession planning, board and management diversity and executive share ownership requirements.

In this year’s publication, CCGG has highlighted a share ownership policy where the requirements are expressed as a multiple of an executive officer’s long-term incentive plan (LTIP) target, as opposed to the common practice of using base salary. CCGG has stated that benchmarking ownership relative to total direct compensation or the annual LTIP target may be more meaningful than base salary if base salary is the smallest component of total direct compensation.

Access the annual review on CCGG’s website.

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FBI and SEC Provide Guidance on How Companies Can Request Delays from Disclosing Material Cybersecurity Incidents

Dec 14, 2023

On December 14, 2023, the Federal Bureau of Investigation (FBI) posted guidance to its website on how companies that are victims of cyber incidents can request a delay from disclosing a material incident under the Securities and Exchange Commission (SEC)’s new cybersecurity rule (released on July 26, 2023), with which “all registrants other than smaller reporting companies must begin complying on December 18, 2023.” (For smaller reporting companies, the compliance date is June 15, 2024.)

The U.S. Attorney General’s determination of whether disclosure of a material cybersecurity incident qualifies for a delay will be based on whether such disclosure “poses a substantial risk to public safety and national security.” The SEC must be notified of the determination of the Department of Justice (DOJ) in writing. If a registrant’s request is approved, the DOJ will communicate its decision to the SEC in addition to informing the registrant so that it can delay its Form 8-K filing.

Form 6-K will be amended to require foreign private issuers to furnish information on material cybersecurity incidents that they make or are required to make public or otherwise disclose in a foreign jurisdiction to any stock exchange or to security holders. Form 20-F will be amended to require that foreign private issuers make periodic disclosure comparable to that required in new Regulation S-K Item 106.

The SEC also issued several new compliance and disclosure interpretations (C&DIs) that address additional considerations for registrants that are requesting a delay from disclosing a material incident.

Access the final rule on SEC’s website and the guide on FBI’s website

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TSX Venture Exchange announced new expedited listing process for advanced applicants

Dec 13, 2023

On December 13, 2023, the TSX Venture Exchange (the “TSXV”) launched the TSXV Passport Listing Process, which provides an expedited listing process for advanced applicants that meet specified criteria. Applicants that meet this standard will be able to fast-track their listing application.

The Passport Process comprises of three steps:

  • Step 1 – Pre-File Letter and Meeting
  • Step 2 – Passport Application
  • Step 3 – TSXV Review

The goal of the Passport Listing Process is to identify advanced new listing applicants, provide them with greater certainty, accelerate their listing and capital-raising timelines and reduce costs associated with the listing process. Applicants seeking to list on the TSXV pursuant to the Passport Listing Process benefit from greater access to TSXV staff and expedited reviews.

All application materials and due diligence must be substantially completed at an early stage. Following submission of the required documentation, the TSXV commences its review on an expedited basis and provides an initial comment letter within five to seven business days. Passport Listing Process applicants can expect regular meetings with the TSXV to discuss comments and the status of their application.

Review the process on the TSX website.

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IASB completes project on extractives by publishing project summary

Dec 07, 2023

On December 7, 2023, the International Accounting Standards Board (IASB) published a project summary regarding its project on extractive activities, which the IASB decided not to pursue any further.

The IASB had issued IFRS 6 Exploration for and Evaluation of Mineral Resources in December 2004 because of a project taken over from the IASC.

Based on evidence collected, the IASB concluded at its September 2023 meeting that there is no compelling evidence that standard-setting would be necessary.

The IASB acknowledged that diverse accounting policies for exploration and evaluation expenditure would continue to be used in practice. However, feedback from investors and other users of financial statements suggested that those diverse accounting policies were not a significant concern.

Overall, the research findings suggested that any improvements to financial reporting that might result from amending or replacing the requirements in IFRS 6 or other IFRS Accounting Standards are likely to be outweighed by the costs of developing and implementing any such changes.

Review the press release and the project summary on the IFRS Foundation website.

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