10-K Material Agreements

Expect disclosures to evolve. We expect human capital disclosures to evolve over time, and companies should be ready to expand their disclosure over the next 10 years. In the first year, companies can opt for prudent disclosure and can add additional disclosures in subsequent years if they comply with the practices of their peers or make regulatory changes. You shouldn`t be surprised by a growing group of companies revealing detailed details about human capital, not necessarily because it`s essential to the business, but because they could reap other benefits in the process. We anticipate that the SEC will focus on this disclosure as part of the comment letter. In the first year, SEC staff will likely look for fruit at hand (e.B. Companies that completely omit human capital disclosure), but in subsequent years, as industry practices evolve, we can see SEC staff digging deeper into important information that should be disclosed in certain industries. SEC staff may also prepare a report with comments on human capital disclosure in the first year. 4. Where a substantial contract or plan for acquisition, restructuring, order, winding-up or succession is executed or takes effect during the reporting period resulting from Form 10-Q or Form 10-K, it shall be set out in the annex to Form 10-Q or Form 10-K submitted for the period concerned. Any amendment or addition to a schedule previously filed to a Form 10, 10-K or 10-Q document must be filed as an appendix to a Form 10-Q and a Form 10-K. Such a modification or modification does not need to be submitted if such a part already submitted would not be required at this time. Contractual Obligations.

The financial disclosure amendments eliminate the requirement to provide a table of contractual obligations because much of the information is contained in THE GAAP financial notes or elsewhere in the Management`s Discussion and Analysis under the new requirements for the discussion of cash commitments. The amendments to the financial information add a provision that reiterates that material cash requirements arising from known contractual or other obligations for cash and capital resources should be discussed, and also add a direction that material requirements arising from known contractual obligations may include, for example, lease obligations, purchase obligations or other liabilities set out in the balance sheet. While Form 10-K and Form 10-Q are no longer required to include a table of contractual obligations and significant updates, care must be taken to ensure that all significant cash requirements are discussed elsewhere in the discussion of liquidity and capital resources. In addition, a company`s accounting staff must confirm whether the table currently contains the information required by GAAP and must therefore be added to the financial data elsewhere in the Appendix. i) A registrant who discloses information about its mineral resources or mineral reserves in accordance with §§ 229.1300 to 229.1305 (subsection 229.1300 of Regulation S-K) must submit a summary of the technical report of one or more qualified persons in which, for each physical property, scientific and technical information and conclusions on an initial assessment used to support the disclosure of mineral resources or in connection with a study preliminary or final feasibility used to support the disclosure of mineral reserves. At the registrant`s option, a registrant may also submit a summary of a qualified person`s technical report identifying and summarizing the information and conclusions reviewed by the qualified person with respect to the licensee`s exploration results. Please refer to section 229.1302(b) (section 1302(b) of Regulation S-K) when a registrant is required to file the summary of the technical report as an attachment to their registration declaration under the Securities Act or the registration statement or report under the Stock Exchanges Act. Modification. As amended, item 601(b)(10)(i) and Section 1 apply the two-year retroactive requirement only to «new filers». All companies continue to be subject to the obligation to file significant contracts performed in whole or in part from the date of filing of the declaration or registration report.

Existing instructions 1 and 2 have been renumbered as instructions 2 and 3. (iv) for geotechnical data, testing and analysis, describe: the nature and quality of the sampling methods used to collect geotechnical data; the nature and relevance of laboratory techniques for the analysis of soil and rock resistance parameters, including discussions on quality control and quality assurance procedures; and the results of laboratory tests and the interpretation of the qualified person, including any material assumptions. All major contracts entered into outside the ordinary course of business must be submitted as supporting documents on Form 10-K. Examples of mandatory exposures include essential agreements with stock promoters, intermediaries and investor relations firms. Essential contracts — requests for confidentiality. An SEC reporting company is permitted to redact confidential information from material contracts filed as attachments to documents filed with the SEC without filing a request for confidentiality with the SEC, provided that the information (i) is not material and (ii) is likely to cause harm to competition if disclosed publicly. (a) any significant deficiencies and weaknesses in the design or implementation of the system of internal control over financial reporting that may affect the registrant`s ability to record, process, aggregate and report financial information; and the results of operations. Changes to financial reporting require a company to disclose events that are reasonably likely (as opposed to events that «will» or «reasonably expected») will have a material impact on revenues or profits or will result in a material change in the cost-to-revenue ratio, consistent with the reporting standard used elsewhere in the MD&A. This new wording emphasizes that the standard for disclosure of trends in the MD&A is not unreasonably high, whereas forward-looking disclosure is only required in cases where there is certainty as to what will happen.

As expressed in the new MD&A guidance statement in the financial disclosure amendments, the purpose of the MD&A is to provide material information relevant to the assessment of the Company`s financial condition and results of operations. The company should aim to enable investors to understand business results through the eyes of management. In particular, new section 303(a) focuses on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to necessarily reflect future results of operations or future financial condition. When reviewing their MD&A, companies should pay particular attention to how the COVID-19 pandemic, including (i) measures taken by governments, customers, suppliers and other third parties, (ii) work-from-home measures and employee safety, and (iii) the impact on the economy or industry in which they operate have affected their operating results or financial condition. Companies should continue to assess whether it is necessary to revise their section on liquidity and capital resources to reflect the historical and future impact of the COVID-19 pandemic. When characterizing the impact of the pandemic, companies need to be specific and clarify the periods associated with disclosure. It is no longer appropriate to make only general statements about the Company`s inability to predict the impact of the pandemic, which may be included in Form 10-K for 2019. Principles-based approach. Continuing the principles-based approach, point 101(c) of Regulation S-K has also been updated to provide a non-exclusive list of the types of information that a company may need to disclose if it is important to understanding the business.

This approach replaces the 12 disclosure topics listed, some of which, according to the SEC, may not be relevant to all companies. Paragraph 101(c) now focuses on seven disclosure topics and continues to distinguish between topics where sectoral disclosures should be at the forefront and those where the focus should be on the activities of the business as a whole. It should be noted that under the principles-based approach, companies would also be required to disclose other matters related to their activities if they are important to understanding the business and are not otherwise disclosed. A discussion of the seven topics is presented below. Since the current rule sometimes induces the disclosure of real estate that is not really important, such as . B information about the company`s registered office or other office space, the final amendments clarify that real estate disclosure is only required to the extent that ownership is important to the business and encourage any business to: «conduct a full review of the materiality of its real estate». The amendments also clarify that disclosure «should focus on physical property that is essential to the registrant and that can be provided collectively, where appropriate.» The revisions also harmonize some of the descriptors (with the exception of sectoral descriptors) by providing a uniform information standard based on materiality. .

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