2nd Preparing the MD&A

Ensuring compliance in your disclosure practices
Date: September 17 & 18, 2015
Location: Toronto
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Highlights

- Understand the key elements of compliant MD&A disclosure

- Get an in-depth look at trends in compliance and disclosure standards and practices

- Learn how to assess your internal processes for MD&A disclosure corporate compliance

- Discover practical drafting tips and techniques to

improve the quality of disclosure and avoid common deficiencies

- Find out what you need to know when preparing the discussion on results of operations

- Explore the issues related to liquidity, capital resources and cash flow disclosure

- Gain an insight into critical accounting polices and estimates discosure

- Learn what you need to know about KPIs and non-GAAP measures to provide investors with needed information

- Learn how to mitigate your exposure to litigation by shareholder activists

Faculty

FACULTY
COURSE LEADERS
Brian Ludmer, Ludmer Law
Brian Ludmer is Principal at Ludmer Law. His experience includes M&As, corporate commercial, securities law, internal control, compliance, certification and corporate governance matters.
Gordon Raman, Borden Ladner Gervais LLP
Gordon Raman is a Partner at Borden Ladner Gervais LLP. He advises public companies and boards on governance matters, purchasers and vendors in relation to M&As, and issuers and underwriters in corporate finance transactions.
CO-LECTURERS
Rishi Bajaj, Sofina Foods Inc.
Rishi Bajaj is the Director of Finance at Sofina Foods Inc. He is responsible for analyzing operational results for multiple entities and communicating these results to executive stakeholders.
Parag Gandhi, Sleeman Breweries Ltd.
Parag Gandhi is Director of Finance and Accounting at Sleeman Breweries. He is responsible for financial operations & risk management.
Andrew Gray, Torys LLP
Andrew Gray is a Partner at Torys LLP. He has extensive expertise with respect to contested transactions, securities litigation and Ontario Securities Commission investigations.
Lincoln Greenidge, Enirgi Group Corporation
Lincoln Greenidge is Vice President, Finance and Controller at Enirgi Group Corporation with over 23 years of finance experience. He was formerly Corporate Controller at Hudbay Minerals.
Peter R. Jervis, Rochon Genova LLP
Peter Jervis is Senior Counsel at Rochon Genova LLP. His practice primarily involves securities litigation, class action litigation, complex commercial and financial litigation, and constitutional and administrative law litigation.
Jonathan A. Levin, Fasken Martineau DuMoulin LLP
Jonathan A. Levin is a Partner at Fasken Martineau DuMoulin LLP. He practices business law, with an emphasis on corporate finance, financial restructurings, M&As, securities, financial institution law and general business law matters.
Danusia Mielnik, Greater Toronto Airports Authority
Danusia Mielnik is Associate Director, Finance and Treasury at the Greater Toronto Airports Authority. Her experience is rooted in treasury, accounting, financial planning and risk management, which also includes the end-to-end MD&A drafting process.
Kerri Plexman, BDO Canada
Kerri Plexman is a Partner at BDO Dunwoody LLP. Her focuses on providing business advice to entrepreneurial-minded businesses, not-for-profit organizations and public companies.
James R. Reid, Davies Ward Phillips & Vineberg LLP
James R. Reid is a Partner at Davies Ward Phillips & Vineberg LLP. He has extensive experience on a broad range of capital market transactions, including public offerings of equity and debt and the sale and acquisition of public and private companies.
Michael Valihora, BNP Paribas Investment Partners Canada Ltd.
Michael Valihora is Senior Legal Counsel (North America), Chief Compliance Officer (Canada) at BNP Paribas Investment Partners Canada Ltd.

Program

COURSE PROGRAM
Objective and Evolution of MD&A Requirements: Underlying Principles & Goals
MD&As are recognized as a critical component of both the interim and annual financial reporting of public companies that address increased informational demands of investors. This session will provide an overview of compliant MD&A disclosure while highlighting underlying principles and goals.

Key objectives of MD&A from regulatory view: meeting requirements

Addressing compliance and disclosure standards

Evolution of MD&A requirements

Underlying principles & goals of internal compliance process

Rules, Regulations and Interpretations Related to MD&A
The complexity of compliance and disclosure standards has increased due to a heightened focus on issues such as the transition to IFRS, environment/sustainability concerns and executive compensation. This session will take an in-depth look at trends in compliance and disclosure standards and practices.

Rules, regulations and interpretations related to MD&A

Impact of regulated content on the quality of the MD&A

Regulatory trends and developments impacting MD&As

Regulatory review of continuous disclosure documents

Regulatory response to non-compliant disclosure

Implementing Effective Internal Procedures: Ensuring Reliability & Timeliness of Disclosure
With regulators increasing their enforcement of securities regulation and the sheer number of new regulations, there has never been a better time to assess your corporate compliance program with regard to MD&A disclosure.

Ensuring systems, controls & processes are in place

Implementing effective internal procedures to meet market & regulatory expectations

Overseeing reliability & timeliness of disclosure

Effective documentation and record keeping

Practices and procedures to achieve the goals of timely MD&A disclosure

Practical Drafting Tips and Techniques
Preparing a comprehensive MD&A that meets regulatory disclosure requirements is no easy task. This session will provide practical drafting tips and techniques to facilitate the creation of an MD&A and improve the overall quality of disclosure and how to avoid common disclosure deficiencies.

Preparing user friendly disclosure

Senior management involvement from an early stage

Practical guidance for effective MD&A drafting

Areas of common disclosure deficiencies and how to avoid them

Discussion and Analysis of Results of Operations
The discussion of results of operations compares financial results being presented with the previous fiscal period explaining how each line item changed and why. It should focus on significant events or trends that have impacted the financial information being compared. This session will explore key consideration in the discussion on results of operations.

Factors affecting results of operations

Costs and capital expenditure analysis

Disclosure of known trends, demands and material matters

Reporting any cost cutting measures or corporate restructurings

Analysis and reporting of significant variances

Issues in Liquidity, Capital Resources & Cash Flow Disclosure
The liquidity and capital resources subsection identifies and describes sources and uses of cash, with the MD&A focusing on explaining the key elements of cash flows. This session will highlight key issues impacting this disclosure.

Addressing ability to satisfy cash requirements in the near and long-term

Identifying sources of funds used to satisfy liquidity requirements

Discussion of capital expenditures

Impact of non-operating items on liquidity

Short-term vs. long-term future requirements

Key Performance Indicators and Non-GAAP Financial Measures
KPIs and non-GAAP financial measures are often found in MD&As, as they provide investors with needed supplemental information. However, non-GAAP financial measures do not form part of IFRS and do not have a standardized meaning. This session will explore disclosing KPIs and non-GAAP financial measures.

Identifying key performance indicators and risks

Explaining significance of key performance drivers and related KPIs to strategies and results

Calculations, presentation & disclosure of non-GAAP financial measures

Defining any non-GAAP financial measures and explaining relevance

Litigation & Shareholder Activism Trends Related to MD&A Disclosure
With securities-related class actions and shareholder activism on the rise in Canada, it is critical to understand the impact of these trends on MD&A disclosure. This session will explore these trends and address how best to avoid future litigation.

Latest trends in securities litigation related to MD&A disclosure

Role of preventative due diligence in securities litigation

Role of shareholder activism in shaping MD&A disclosures

Liability exposure of directors, officers, financial advisors

Shareholder activists' motivations and current "hot button" issues

Critical Accounting Practices, Polices and Estimates
Critical accounting policies, assumptions and estimates are those on which a company's financial status depends, and are usually those that have the greatest impact on the company's presentation of its financial statements. This session will provide insight into the disclosure of critical accounting polices and estimates.

When accounting assumptions and estimates should be disclosed

Identifying any changes to existing accounting policies and estimates

Appropriate use of non-GAAP measures of performance

Determining how much estimates or assumptions have changed in the past

Multimedia Presentations

MULTIMEDIA PRESENTATION
Securities compliance during a takeover bid
Fred R. Pletcher
Borden Ladner Gervais LLP
Shareholder activism: Motivations, tools and current issues
Steven McKoen
Blake, Cassels & Graydon LLP
Internal controls & audit committee best practices
Jeffrey A. Read
Borden Ladner Gervais LLP
Meeting your timely disclosure obligations
Richard J. Steinberg
Fasken Martineau DuMoulin LLP
Financial reporting and disclosure
Khurram Asghar
PricewaterhouseCoopers LLP
Practices for avoiding & prevailing in litigation
Teresa M. Tomchak
Farris Vaughan Wills and Murphy LLP
The role of counsel in ensuring and promoting compliance
Jonathan S. Drance
Stikeman Elliott LLP
Managing a cross-border securities compliance program
Peter Roth
Farris, Vaughan, Wills & Murphy LLP
Developing an effective whistle-blowing system
Donna M. Moroney
Wiklow Corporate Services Inc.
Embedding compliance within the corporate culture
Marion V. Shaw
Bull, Housser & Tupper LLP
Integrated reporting
Shayne Gregg
Deloitte & Touche LLP
Disclosure requirements for financial instruments
Kevin Moshal
Grant Thornton LLP
Financial reporting and disclosure
Philip Maguire
Glenidan Consultancy Ltd.
Understanding financial statements
Joy Shuchat
Grant Thornton LLP
Overcoming key challenges to faster financial closing
Sharon McMillan
Penny Plate Canada Inc.
Workshop: Financial statement analysis & interpretation – Interpreting a company’s financial signals
Pierrette Dosanjh
MNP LLP
Fair value measurement of financial instruments
Melanie Russell
Kalex Valuations
Striking a balance between speed and accuracy without compromising CEO/CFO certification controls
Massood Oroomchi
FinEx Group
Developing a fast close action plan
Samir Bishara
PricewaterhouseCoopers LLP
Disclosure guidelines as applied to mining sector
Michael Partridge
Goodmans LLP
Disclosing material changes to mineral resources and reserves
Andrea FitzGerald
Cassels Brock & Blackwell LLP
International Fnancial Reporting Standards (IFRS) conversion: Legal implications
Marc Cotie
Ricoh Canada Inc.
Revenue recognition: Systems & principles that help or hinder a fast close
Murad M. Bhimani
Meyers Norris Penny LLP
Audit governance and treasury risk oversight: Litigation risks associated with the implementation of the new IFRS standards
Renee Reichelt
McCarthy Tétrault LLP
Continuous disclosure: Key regulatory issues
Larissa M. Streu
British Columbia Securities Commission

Participants

BDO Canada

BNP Paribas Investment Partners Canada Ltd.

Borden Ladner Gervais LLP

Davies Ward Phillips & Vineberg LLP

Enirgi Group Corporation

Fasken Martineau DuMoulin LLP

Greater Toronto Airports Authority

Ludmer Law

Rochon Genova LLP

Sleeman Breweries Ltd.

Sofina Foods Inc.

Torys LLP


Who should attend

CFOs, CCOs, VPs & Directors of Finance, Compliance & Corporate Accounting; Controllers; Accountants; Fund Managers; Auditors; Financial Analysts; Corporate Lawyers; Securities Analysts; Regulators

Price

Price list:-
  • Course: $1975
  • Webcast only : $1575
  • Webcast and Proceedings : $1874
  • Course and Proceedings : $2274
  • Proceedings Only: $799
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Additional Information

REGISTRATION:
To reserve your place, call Federated Press toll-free at 1-800-363-0722. In Toronto, call (416) 665-6868 or fax to (416) 665-7733. Then mail your payment along with the registration form. Places are limited. Your reservation will be confirmed before the event.
LOCATION:
Courtyard by Marriott Downtown Toronto, 475 Yonge Street, Toronto, ON, M4Y 1X7, (800) 847-5075
CONDITIONS:
Registration covers attendance for one person, the supplementary course material as described in this document, lunch, morning coffee and refreshments during breaks are provided for registered duration. The proceedings of the event will be captured on audio or video. Multimedia proceedings with all slides and handouts can be purchased separately on a CD-ROM which will also include the event material.
This event is being webcast. A camera will capture the person making the presentation. A camera may also capture the registration desk. The public webcast only includes the presentation. By registering, you agree to waive any recourse against Federated Press as a consequence of the webcast of your presence at the event. Please enquire with onsite hosts if you wish to ensure that your seat is outside the scope of the webcast.
Workshops are not covered in webcast.
TIME:
Registration begins at 8:00 a.m. The morning sessions start promptly at 9:00.
CANCELLATION:
Please note that non-attendance at the event does not entitle the registrant to a refund. In the event that a registrant becomes unable to attend following the deadline for cancellation, a substitute attendee may be delegated. Please notify Federated Press of any changes as soon as possible. Federated Press assumes no liability for changes in program content or speakers. A full refund of the attendance fee will be provided upon cancellation in writing received 13 days prior to event date. No refunds will be issued after this date. Please note that a 15% service charge will be held in case of a cancellation.
DISCOUNT:
Federated Press has special team discounts. Groups of 3 or more from the same organization receive 15%. For larger groups please call Sandra Frattolillo at 1-800-363-0722, ext. 223 to get more information.
PAYMENT:
Payment must be received seven days prior to the event date.