INTERNATIONAL INTERNATIONAL REPORTING REPORTING ISSUES ISSUES - PowerPoint PPT Presentation

INTERNATIONAL INTERNATIONAL REPORTING REPORTING ISSUES ISSUES Craig Olinger Craig Olinger National Conference on Current SEC & PCAOB Developments December 10, 2008

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Overview Overview 3 3

Foreign Private Issuers Foreign Private Issuers December 31, 2004 December 31, 2007 December 31, 2004 December 31, 2007 Canada 500 Canada 450 Canada 500 Canada 450 UK 105 UK 50 UK 105 UK 50 Israel 85 Israel 90 Israel 85 Israel 90 Cayman Islands 25 Cayman Islands 70 Cayman Islands 25 Cayman Islands 70 Rest of Europe 190 Rest of Europe 105 Rest of Europe 190 Rest of Europe 105 Latin America 120 Latin America 95 Latin America 120 Latin America 95 Asia/Pacific 120 Asia/Pacific 110 Asia/Pacific 120 Asia/Pacific 110 Other 105 Other 88 Other 105 Other 88 Total 1,240 Total 1,058 Total 1,240 Total 1,058 4 4

Rulemaking Rulemaking 5 5

Final Rules - - International International Final Rules Revisions to the Cross- -Border Tender Border Tender Revisions to the Cross Offer, Exchange Offer, and Business Offer, Exchange Offer, and Business Combination Rules and Beneficial Combination Rules and Beneficial Ownership Reporting Rules for Certain Ownership Reporting Rules for Certain Foreign Institutions Foreign Institutions Release 34- -58597 (September 19, 2008) 58597 (September 19, 2008) Release 34 http://www.sec.gov/rules/final/2008/34 http://www.sec.gov/rules/final/2008/34- -58597.pdf 58597.pdf Effective date December 8, 2008 Effective date December 8, 2008 6 6

Final Rules - - International International Final Rules Exemption from Registration Under Exemption from Registration Under Section 12(g) of the Securities Exchange Section 12(g) of the Securities Exchange Act of 1934 for Foreign Private Issuers Act of 1934 for Foreign Private Issuers Release 34- Release 34 -58465 (September 5, 2008) 58465 (September 5, 2008) http://www.sec.gov/rules/final/2008/34 http://www.sec.gov/rules/final/2008/34- -58465.pdf 58465.pdf Effective date – – October 10, 2008 October 10, 2008 Effective date 7 7

Final Rules - - International International Final Rules Foreign Issuer Reporting Foreign Issuer Reporting Enhancements (FIRE) Enhancements (FIRE) Release 33- -8939 (September 23, 2008) 8939 (September 23, 2008) Release 33 http://www.sec.gov/rules/final/2008/33- -8959.pdf 8959.pdf http://www.sec.gov/rules/final/2008/33 Effective date December 6, 2008 Effective date December 6, 2008 � 8 individual revisions � 8 individual revisions � Various compliance dates � Various compliance dates 8 8

Foreign Issuer Reporting Foreign Issuer Reporting Enhancements (FIRE) Enhancements (FIRE) Non- -financial Disclosures financial Disclosures Non � Disclosure of corporate governance � Disclosure of corporate governance differences (2008) differences (2008) � Permits FPI status test once per year � Permits FPI status test once per year � Disclosure of ADR fees (2009) � Disclosure of ADR fees (2009) � Rule 13e � Rule 13e- -3 conforming changes 3 conforming changes 9 9

Foreign Issuer Reporting Foreign Issuer Reporting Enhancements (FIRE) Enhancements (FIRE) Disclosure of Change of Disclosure of Change of Accountants and Accountants and Disagreements (2009) Disagreements (2009) � Same disclosures as Item 304 of S � Same disclosures as Item 304 of S- -K K � File as part of annual 20 � File as part of annual 20- -F and F and registration statements registration statements � Transition � Transition 10 10

Foreign Issuer Reporting Foreign Issuer Reporting Enhancements (FIRE) Enhancements (FIRE) Eliminates Narrow Segment Eliminates Narrow Segment Accommodation (2009) Accommodation (2009) � Used only by a handful of Item 17 US � Used only by a handful of Item 17 US GAAP filers GAAP filers � Was incompatible with US GAAP and � Was incompatible with US GAAP and IFRS IFRS 11 11

Foreign Issuer Reporting Foreign Issuer Reporting Enhancements (FIRE) Enhancements (FIRE) Accelerates Annual Report Deadline Accelerates Annual Report Deadline from 6 Months to 4 Months after from 6 Months to 4 Months after FYE (2011) FYE (2011) � Compatible with major foreign reporting � Compatible with major foreign reporting deadlines deadlines � Compliance date coincides with Canadian � Compliance date coincides with Canadian implementation of IFRS implementation of IFRS � Does not change age of financial statements � Does not change age of financial statements required for registration statements required for registration statements 12 12

Foreign Issuer Reporting Foreign Issuer Reporting Enhancements (FIRE) Enhancements (FIRE) Item 18 Compliance for All Issuers Item 18 Compliance for All Issuers that Reconcile to US GAAP (2011) that Reconcile to US GAAP (2011) � Item 18 = All US GAAP and Regulation S � Item 18 = All US GAAP and Regulation S- -X X disclosures disclosures � Item 18 required for 34 Act registration � Item 18 required for 34 Act registration statements and annual reports statements and annual reports � Item 17 still permitted for non � Item 17 still permitted for non- -issuers issuers (e.g. 3- -05s, 3 05s, 3- -09s) 09s) (e.g. 3 � Compliance date coincides with Canadian � Compliance date coincides with Canadian implementation of IFRS implementation of IFRS 13 13

Proposed Rules Proposed Rules Interactive Data to Improve Financial Interactive Data to Improve Financial Reporting [XBRL] Reporting [XBRL] Release 33- -8924 (May 30, 2008) 8924 (May 30, 2008) Release 33 http://www.sec.gov/rules/proposed/2008/33 http://www.sec.gov/rules/proposed/2008/33- -8924.pdf 8924.pdf Modernization of the Oil and Gas Modernization of the Oil and Gas Reporting Requirements Reporting Requirements Release 33- -8935 (June 26, 2008) 8935 (June 26, 2008) Release 33 http://www.sec.gov/rules/proposed/2008/33- http://www.sec.gov/rules/proposed/2008/33 -8935.pdf 8935.pdf 14 14

IFRS Rulemaking - - FPIs FPIs IFRS Rulemaking Acceptance of IFRS* Financial Acceptance of IFRS* Financial Statements from FPIs without Statements from FPIs without Reconciliation to US GAAP Reconciliation to US GAAP (Release No. 33- -8879 8879 - - December 21, December 21, (Release No. 33 2007) 2007) *IFRS as issued by the IASB *IFRS as issued by the IASB 15 15

IFRS Rulemaking - - FPIs FPIs IFRS Rulemaking Eligibility to omit US GAAP Eligibility to omit US GAAP reconciliation: reconciliation: FPI must state compliance with IFRS with IFRS FPI must state compliance as issued by the IASB in notes to the as issued by the IASB in notes to the financial statements financial statements Auditor must opine on issuer on issuer’ ’s s Auditor must opine compliance with IFRS as issued by compliance with IFRS as issued by the IASB the IASB 16 16

IFRS/Reconciliation Rule IFRS/Reconciliation Rule Does not not permit permit reconciliation to reconciliation to Does IFRS as issued by the IASB IFRS as issued by the IASB 17 17

IFRS/Reconciliation Rule IFRS/Reconciliation Rule Implementation issues Implementation issues � Early 20 � Early 20- -F filers F filers � assertions of compliance � assertions of compliance � Non � Non- -financial statement disclosure financial statement disclosure requirements that reference S- -X X requirements that reference S � First � First- -time adopters time adopters 18 18

IFRS/Reconciliation Rule IFRS/Reconciliation Rule Recent implementation issues Recent implementation issues First- -time adopter with different time adopter with different First “previous GAAPs previous GAAPs” ” in different in different “ jurisdictions jurisdictions 19 19

IFRS/Reconciliation Rule IFRS/Reconciliation Rule Recent implementation issues Recent implementation issues Change from US GAAP to IFRS/IASB Change from US GAAP to IFRS/IASB – not first not first- -time adopter time adopter – 20 20