|
SECURITIES COMPLIANCE CONFERENCE
Conference held in Toronto on September 19, 20 & 21, 2005
Chairs: Kelly Stark-Anderson, Senior Solicitor and Corporate Secretary, Westcoast Energy Inc.; Scott L. Ewart, Chief Legal and Corporate Officer, Molson Canada; Jonathan A. Levin, Fasken Martineau Dumoulin LLP; Demetra T. Valente, Vice-President, Chief Compliance Officer, State Street Global Markets
CD-ROM: Over hours of video presentationsl
To purchase, please contact Federated Press.
OPTIMIZING COMPLIANCE PROGRAMS
Key challenges in managing the compliance process: An industry perspective
James Pelot, Chief Financial Officer, TM Bioscience Corporation; Scott D. Bates, General Counsel & Corporate Secretary, Royal Group Technologies Limited (RYG: TSX, NYSE); Shane A. Ellis, Vice-President, Legal Affairs and Corporate Secretary, Lorus Therapeutics Inc.
- Keep the pace with continuous changes
- Identify the compliance risks
- Highlight continuous disclosure and some MD&A issues
- The importance of the board of directors
- Special issues for small to mid-sized companies to dealing with
"It is important to identify the basic nature of risk to be able to develop correct risk management framework model."
Video: 46 minutes • Overheads
Case study: Designing an appropriate compliance infrastructure for your organization
Kelly Stark-Anderson, Senior Solicitor and Corporate Secretary, Westcoast Energy Inc., A Duke Energy Company
- Structure and function of the disclosure committee
- Composition and responsibilities of Audit committee
- Disclosure System - Certifications
- A multi-jurisdictional approach towards harmonizing compliance for a Canadian public subsidiary of a U.S. issuer
"Business unit procedures are based on specific business unit needs."
Video: 56 minutes • Overheads
Developing an effective whistleblowing system
Elizabeth DelBianco, Chief Legal Officer, Celestica Inc.
- Overview of Legislation surrounding Whistleblowing systems and experiences encountered
- Anonymous reports or compliants submitted should be treated as confidential
- Encourageing face to face or hot line compliants and assurance of reporting directly to audit committee or to senior management
- Protection against Whistleblowers
- Whistleblowing systems and Corporate guidelines and code of business conduct
- U.S. and Canadian legislation supporting whistleblowing
- Requirements of stock exchanges, Sarbanes-Oxley and Canadian securities rules concerning whistleblowing and codes of ethics
- How whistleblowing systems and codes of ethics contribute to disclosure control and internal control
"Majority of fraud are discovered through whistleblowers."
Video: 19 minutes • Paper 3 pgs (322 words)
Case study: Making the compliance function work with limited time and resources
L. Brian Swartz, Vice-President Legal and Corporate Secretary, Aecon Group Inc.
- Cost-effective compliance in a cost sensitive sector
- COSO-Internal control framework and control environment
- Monitoring the ongoing effectiveness of the program and reinforcing accountability
- Assessing risk on a continuing basis
- Developing a cost-effective disclosure control process
- Ensuring ongoing compliance in internal audit
"In the absence of a compliance template, a company must design a program that compliments its particular structure and budget."
Video: 30 minutes • Overheads
DEALING WITH THE REGULATORS
Panel: Key regulatory initiativesat the OSC - The latest word
Panel Chair: James A. Hodgson, Hodgson Tough Shields Desbrisay O’donnell LLP; Michael Gans, Blake, Cassels & Graydon LLP; Scott L. Ewart, Chief Legal and Corporate Officer, Molson Canada
- Update on disclosure issues
- U.S. Experience on Certification of Internal Controls
- Credit for Co-Operation Policy at the Securities Commission
- Amendments on Securities Act
- CP Ships and Continuous disclosure
- Reported material weaknesses on companies
"Review of internal control developments should be top down approach."
Video: 44 minutes
Case study: Moving beyond policies and procedures - Imbedding compliance within company culture
Scott L. Ewart, Chief Legal and Corporate Officer, Molson Canada
- A company's approach and corporate culture of disclosure practices
- Canadian certification and reporting requirments
- The continuous disclosure rule affects issuers
- CD rule mandates disclosure enhancements
- Creation of Corporate Compliance Committee
- Principles of Disclosure of Material Information
"People who survive in big companies understand where the wind blows."
"The Corporate Compliance Committee is a key element in the Company’s Financial Disclosure Control and Process."
Video: 41 minutes • Overheads
Criminal & regulatory enforcement: What can you expect in the year ahead?
René R. Sorell and R. Paul Steep, McCarthy Tétrault LLP
- OSC enforcement priorities and recent decisions
- with respect to insider trading and major failures of corporate governance.
- Detecting and deterring fraud: cross-border and international co-operation
- What the regulators and enforcement agencies are looking for
- The role of officers and directors in preparing public offering documents or public disclosure of financial information
"Illegal insider trading by its very nature is a cancer that erodes public confidence in the capital markets."
Video: 45 minutes • Paper 33 pgs. (8581 words)
Incorporating new and upcoming accounting standards into your compliance program
Ian P.N. Hague, Principal, Accounting Standards Board - Canada
- New accounting standards
- Financial reporting environment –International – IASB, US – FASB
- Recent AcSB Strategy
- Fair value measurement
- Earnings per share: international convergence
- Primary beneficiary consolidates the Variable interest entities
- Rate-regulated operations – disclosures
"It is not possible to address divergent needs of different categories within a single strategy."
Video: 40 minutes • Overheads
DISCLOSURE ISSUES
Panel: Best practices in continuous disclosure
Martin Elliot Kovnats, Aird & Berlis LLP; Maria Preovolos, Legal Counsel, Corporate Secretariat, Telus Corporation; Beverley G. Flynn, General Counsel, Morguard Corporation
- Disclosure obligation on three internal pillars: Board of Directors, Audit Committee and Management has different roles, views and liabilities
- Regular contact between CEO/CFO and the chairman of Audit Committee
- Decisions on full and selective disclosures
- Audits and Management look at requirements under GAAP
- Time and disclosure and issues relating to time and disclosure.
- Risk assumption and liability
- Premature disclosure
"Decisions are made as regards to time and disclosures and their issues. What is the right thing to do? What is the best practice? It is Art. It is not science. Always made the decision in the right faith."
Video: 43 minutes • Overheads
Case study: Managing a crossborder securities compliance program
Alida Gualtieri, General Counsel and Secretary, Draxis Health Inc.
- Disclosure requirements for dual-listed companies
- Annual Report (20-F) and Interim Reports
- Timely Disclosure of SEC, NASDAQ, TSX
- Certification of Financial Information and Internal Controls
- Corporate Governance Standards; NP 58-201, NASDAQ
- Impact of Rule 10A-3 of the Securities Act and NASDAC on audit committees
- Code of Ethics in US and Canada for Dual-Listed Companies
- The importance of Disclosure and Insider Trading Committee
- Liability for inaccurate disclosure
"To avoid class actions across the borders, disclosure requirements of submitting Annual and Interim Reports, Timely Disclosure, Certification of Financial Information and Internal Controls, Corporate Governance Standards, Audit Committee and Code of Ethics must be followed."
Video: 33 minutes • Overheads
Securities compliance during M&A: What should you disclose and when
Jonathan A. Levin, Fasken Martineau Dumoulin LLP; Ralph Shay, Director, Take-Over Bids, Mergers & Acquisitions, Ontario Securities Commission
- Non-disclosure of confidential aspects of the transaction
- Confidential material change report and staff response
- Concepts of disclosure: Security Act and Civil Liability
- Provisions for disclosure in the letter of intent or offer to purchase
- Determining the timing and rules of disclosure
- Sensitive issues: confidentiality and insider trading
"Material change has probabilty standard. No formulae approach, no certainty and the best is to use professional judgement."
Video: 49 minutes
The latest Toronto Stock Exchange guidelines for transparency and disclosure
Eleanor Fritz, Director Compliance & Disclosure, Toronto Stock Exchange
- An overview of TSX rules and governance guidelines
- Enhanced requirements for audit committees
- Corporate governance disclosure requirements
- Pricing and share arrangements
- TSX to adopt disclosure requirements as proposed by the CSA Policy and Disclosure Instruments
- Risk identifiation programme
"Independence does require a level of judgement."
Video: 39 minutes
RISK MANAGEMENT
Going beyond Sarbanes-Oxley: Internal controls and audit committee best practices
Panel Chair: Craig C. Thorburn, Blake, Cassels & Graydon LLP, Senior Vice-President and Corporate Secretary, GEAC Computer Corporation Limited; Demetra T. Valente, Vice-President, Chief Compliance Officer, State Street Global Markets
- Revised audit committee rule: regulatory update
- Audit committee best practices: enhancing effectiveness
- The audit committee charter: development and implementation
- Boards of directors, audit committee, management and external auditors: keeping the relationships straight
- Obtaining required information from management and auditors
"In Corporate governance, there are issues arising relating to compliance, rules becoming more and more detail and there are many pitfalls to be avoided. Mandate for Audit Committee by reference to the New Ontario Securities Rule imparts National requirements of rules and regulations that public companies should follow to avoid problems in the audit side of business; especially with respect to members of audit committee, their independence, financial abilities, number of disclosure requirements."
Audio/Video: 46 minutes • Overheads
What procedures have you set up to provide a due diligence defence for civil liability?
Larry Lowenstein, Osler Hoskin Harcourt LLP
- Recent amendments to Bill 198
- Nature of Due Diligence Defence
- Importance of misrepresentation in documents, public oral statements
- Claims for damages: failure to make timely disclosure
- Safe Harbour for FLI in documents
- Two key defences: due diligence defence and safe harbour
- Damages formula: liability caps
- Nature of Due Diligence Defence
- Importance of due diligence and consistency followed disclosure policy
"Nature of Due Diligence Defence is defendant must show that after conducting a “reasonable investigation”, defendant had no reasonable grounds to believe that misrepresentation had been made or failure to make timely disclosure had occurred."
Video: 39 minutes • Overheads
Assessing your compliance program and identifying its weaknesses
Craig C. Thorburn, Blake, Cassels & Graydon LLP, Senior Vice-President and Corporate Secretary, GEAC Computer Corporation Limited
- How to assess compliance program and to enhance underlying substance and process
- New rules and potential new liabilities
- Process and places; policies, guidelines, programme manuals
- Checklist for mandate for board, for audit committee, subciquate committes, HR compensation committees, corporate governance committee
- Roles & Responsibilites for CEO, code of business ethics; disclosure policy and committee, whistle blower committee
- Compliance and disclosure issues
- Code of business conduct and ethics
"Compliance can no longer be off to the side. It is not a bother. It is not a burden. It is the central part of the business."
Video: 26 minutes • Overheads
Ensuring you comply with new governance disclosure regulations
Andrew Fleming, Ogilvy Renault LLP
- Current climate for corporate governance and disclosure
- The Canadian framework for corporate governance
- Highlights of the Audit Committee Instrument
- Highlights of The Governance Policy
- Application of the Policy and Disclosure Instrument
- Executive Compensation Disclosure
- Definition of independence redefined
"Disclosure should be specific, not just “lip service"."
Video: 44 minutes • Overheads |