by Alexandra Posadzki
The head of Ontario's securities watchdog says its new whistleblower program can play a role in identifying misleading financial disclosures amongst the growing number of Canadian companies that have veered away from standardized reporting methods.
OSC chair and CEO Maureen Jensen said she's “very worried” about companies using non-standard methods – referred to as “non-GAAP measures” – to report earnings.
Using customized reporting techniques can sometimes make a company's financial performance appear rosier than it really is.
In some cases, Jensen said the practice can veer into the realm of securities violation, if the reports are misleading in such a way that materially impacts the company's stock price.
“If the disclosure isn't accurate then how can investors understand what they're investing in?” she told reporters Tuesday following her speech to the Toronto Region Board of Trade.
“As you move further and further away from standardized reporting, investors can understand it less and less.”
Jensen said the OSC already has all of the tools it needs to enforce such cases – it's just a matter of identifying misleading disclosures, something that the whistleblower program can help with.
Since its launch in July, the Ontario Securities Commission
's whistleblower program has already garnered more than 30 tips detailing the kinds of securities law violations that the regulator is targeting in its enforcement actions, Jensen said Tuesday.
“Some of them are the kinds of tips that we really wanted – serious offences or serious potential offences in areas that we would never be able to find, such as misstatements in accounting and disclosure violations,” she said.
“Those are the types of things that we're looking for, and that's what is in some of those tips.”
Under the program, the securities regulator offers rewards of up to $5 million for tips that lead to successful prosecution of serious securities law violations such as insider trading, accounting tricks and market manipulation.
Several components of the OSC's program were hotly debated during the consultation process, including how much to pay whistleblowers and whether those involved in the wrongdoing should be eligible for a reward.
The OSC had originally planned to cap maximum reward payments to $1.5 million, but it raised that after experts suggested that was too little to compensate senior executives who risk losing high-paying jobs and being blacklisted from their industries.
In her first keynote speech since taking the helm of the OSC, Jensen also talked about the need to beef up investor protection, reduce the regulatory burden on publicly traded companies and encourage more companies to improve gender diversity on their boards.
Jensen highlighted an initiative by the Canadian Securities Administrators, a coalition of provincial securities regulators, to explore the possibility of banning embedded mutual fund fees.
She argued that embedded fees encourage financial advisers to choose funds with higher fees, regardless of how well they are performing.
The practice, which she deemed “unacceptable,” amounts to advisers putting their own needs ahead of their clients.
The CSA will be publishing a consultation paper at the end of the year that will set out the possible impacts of prohibiting the use of embedded fees in mutual funds. Britain and Australia have banned the fees.
“We know this would be a major change not only for advisers and firms, but also for investors,” Jensen said.
“And so we must be confident that any reforms are appropriate for the Canadian market. That's why input from all our stakeholders is necessary throughout this process.”
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