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Reporting & Assurance Standards Oversight Council

Oversight Council Meeting Minutes – October 29, 2024

Meeting Minutes

The Reporting and Assurance Standards Oversight Council held an in-person meeting with a virtual attendance option on October 29, 2024. The following minutes relate to the public session.

Call to Order

After an in-camera session for members, the Oversight Council Chair, Richard Talbot, called the meeting to order at 8:48 a.m. (EST). The Chair delivered opening remarks for the inaugural Council meeting. Council member Michael Jacobs provided an overview of the purpose of a land acknowledgment, and the Chair then shared a land acknowledgment.

Approval of the Consent Agenda

The consent agenda included the following documents:

  • Independence Standing Committee (ISC) observer report;
  • Oversight Council Recruitment Guideline; and
  • Quarter 2 financial snapshot.

A question was raised about the variance of the actual versus budgeted numbers for the CSSB. The item was flagged and will be returned to the Oversight Council with additional information. Minor modifications will be made to the Recruitment Guideline due to an offline conversation. The guideline will be reviewed and brought back to the Oversight Council in February.

It was moved by Michael Jacobs, seconded by Michael Tambosso;

Be it resolved:

That the consent agenda be approved as presented.

Carried.

Committee Terms of Reference

Fred Pries, member of the Governance Committee, presented the Terms of Reference for the Nominating Committee and Governance Committee for approval. A minor adjustment was made to the membership clause of both committees’ Terms of Reference documents to clarify that the Oversight Council appoints all committee members. The Committee Chair is appointed from among the committee members. A list of committee members will be circulated to the Oversight Council for information.

It was moved by Fred Pries, seconded by Terry Goodtrack;

Be it resolved:

That the Reporting and Assurance Standards Oversight Council approves the Governance Committee Terms of Reference as amended.

Carried.

It was moved by Fred Pries, seconded by Erica Teklits;

Be it resolved:

That the Reporting and Assurance Standards Oversight Council approves the Nominating Committee Terms of Reference as amended.

Carried.

AcSB Chair’s Report

Armand Capisciolto, Chair of the AcSB, with Katharine Christopoulos, Director, AcSB, presented the AcSB Chair’s report. It was noted that the Board has been reappointed to the Accounting Standards Advisory Forum, a critical aspect of the Board’s international strategy. Staff and Board capacity has been reached from now until the end of the fiscal year. Domestic projects may be impacted if any additional IFRS® Accounting Standards matters arise during this timeframe.

International and domestic activities included in the Oversight Council agenda package were highlighted. The AcSB responded to the Exposure Draft, “Business Combinations – Disclosure, Goodwill and Impairment,” issued by the International Accounting Standards Board (IASB). The concern is that the proposed targets and metrics for disclosure may exceed the boundaries of financial statements. Pushing boundaries of financial statements is a reoccurring issue with IASB projects. The Oversight Council noted that since the boundaries of financial statements are a concern, the risk measurement currently listed as medium for the Business Combinations project could be revisited. A member asked whether other jurisdictions raised the issue of pushing boundaries. The AcSB Board Chair stated that Canada is not unique; however, the robust regulatory environment can create additional challenges when the boundary is pushed beyond the traditional interpretation.

The domestic Subsequent Measurement of Goodwill and Acquired Intangibles project was also highlighted. The AcSB is proposing to offer an option to amortize goodwill and will provide optional relief from recognized intangible assets acquired in a business combination in Part II of the CPA Canada Handbook – Accounting Standards for Private Enterprises. Interested and affected parties have been requesting this proposal due to a move by the Financial Accounting Standards Board for private companies several years ago. The AcSB Board has extended the timeline of this project due to its complexity. A member commented on the small number of user groups in the preliminary public outreach. The AcSB Board Chair responded that while most of the feedback is from practitioners, efforts are being made to enhance engagement with private company users during the exposure draft comment period.

Given the complexity and number of projects in 2025, the Oversight Council inquired whether the AcSB has adequate resources. The Board begins the annual planning process in December. The Chair anticipates that there will be little to no capacity to take on projects in 2025-2026 in addition to the international and domestic projects already in process.

The Oversight Council members actively participated by asking questions and commenting to better understand a few projects.

PSAB Chair’s Report

PSAB Chair, Clyde MacLellan, and Michael Puskaric, Director of Public Sector Accounting, presented the PSAB Chair’s report. The Board is executing its annual plan as expected and continues to advance its strategic plan. A Technical Advisory Group was established to support PSAB in implementing its international strategy. The Indigenous Advisory Group has been operating to incorporate Indigenous perspectives into PSAB’s standard-setting process. The International Public Sector Accounting Standards Board (IPSASB) issued an Exposure Draft on its Sustainability Reporting Standard, Exposure Draft 1, “Climate-related Disclosures.” PSAB is ensuring that feedback is provided from a Canadian perspective in collaboration with the CSSB.

In response to feedback from interested and affected parties the Employee Future Benefits project was changed. Specifically, the discount rate was amended to change the decision-making process from a quantitative one to a qualitative one. Given this change, PSAB approved a targeted re-exposure.

The Oversight Council asked where Canada stands globally in terms of Public Sector Accounting Standards (PSAS). Canada is well positioned and is classified with other G7 countries as following international standards with modifications. The goal is not to converge with international standards but to adapt international standards when developing future PSAS standards that ensure the standards are fit for purpose for Canada.

A member inquired about how PSAB would assess the International Public Sector Accounting Standards Board (IPSASB) ED1 Climate-related disclosures in relation to the CSSB’s S1. They also asked if it is possible to consider modifications to achieve similar reporting standards across different jurisdictions. In response, the Board Chair indicated that as it relates to accounting standards, the Board seeks modifications that serve the public interest and align with the PSAB Conceptual Framework for Financial Reporting when developing PSAS. Regarding IPSASB’s Exposure Draft on climate, the initial engagement will be to help the IPSASB obtain feedback from interested and affected parties in Canada on the new standard. The next steps for Canada following receipt of this feedback will be a matter of further discussion among CSSB and PSAB.

The Oversight Council members actively participated by asking questions and commenting to better understand a few projects.

AASB Chair’s Report

The AASB Chair, Bob Bosshard, and Karen DeGiobbi, Director of the AASB, presented the AASB Chair’s report. The International Audit and Assurance Standards Board (IAASB) approved the International Standard on Sustainability Assurance (ISSA) 5000, General Requirements for Sustainability Assurance Engagements, in September 2024. The Board is considering Canadian amendments to the ISSA 5000, specifically for ethical requirements and Indigenous matters, before approving the Canadian Standard on Sustainability Assurance (CSSA) 5000, General Requirements for Sustainability Assurance Engagements.

A member inquired about the AASB’s engagement with Indigenous groups. The Board Chair responded that the engagement and connection with Indigenous communities have evolved over the past three years. During the exposure period for CSSA 5000, individual meetings were held to advance the Board's work further. In December, the Board will reflect on the consultation process to date.

Progress on the AASB Strategic Plan (2026-2029) was highlighted. Consultation with interested and affected parties conducted through surveys showed support for the Board’s goals and identified the need for further support for small and medium practitioners conducting audits for less complex entities. There were also comments on the availability of auditors and the profession’s attractiveness. A comment was made on how the availability of auditors is impacting Indigenous People.

A member inquired if Canada is losing influence or credibility due to fundamental disagreements with accounting and assurance standards. The AASB Chair responded that the AASB monitors influence with every interaction with the International Auditing and Assurance Standards Board and fosters strong connections with technical staff at the IAASB. The Chair of the AcSB shared that the goal of international standard setting is global comparability, and there may not always be agreement on everything. There are common issues with other national standard setters.

The Oversight Council members actively participated by asking questions and commenting to better understand a few projects.

CSSB Chair’s Report

Bruce Marchand, Interim Chair of the CSSB, and Lisa French, Vice-President, Sustainability, presented the CSSB Chair’s report. Notable items were shared, including a seamless transition between the inaugural Chair's departure in August and the onboarding of the interim Board Chair. Permanent Chair recruitment efforts are ongoing. The Board released its first Annual Plan in September. The CSSB supports the International Sustainability Standards Board’s biodiversity research program.

In March 2024, core documents were released for a 90-day comment period. These included the Criteria for Modification Framework, Canadian Sustainability Disclosure Standard (CSDS) 1, General Requirements for Disclosure of Sustainability-related Financial Information, and CSDS 2, Climate-related Disclosures. Extensive engagement resulted in feedback from 529 unique individuals from 392 unique organizations. A feedback statement summarizing who contributed to the consultation and what was heard categorized in general themes has been posted on the CSSB website. The Board held deliberation emphasizing timelines and timeliness. The standards will be finalized by year-end and effective January 1, 2025.

A draft 2025-2028 CSSB Strategic Plan was shared with the Oversight Council for feedback. The draft will be shared for a 90-day consultation beginning in January. There are five priorities identified in the plan:

  • Priority A: Establish CSSB as the reference source for Canadian sustainability disclosure standards;
  • Priority B: Advance the inclusion of Indigenous Peoples in standard setting;
  • Priority C: Contribute to the development of international sustainability disclosure standards;
  • Priority D: Determine whether to expand scope of standards beyond capital markets; and
  • Priority E: Advance a communications and outreach strategy.

Under Priority C, a question arose regarding the inclusion of the Francophonie perspective within the sustainability disclosure framework by the CSSB, indicating some confusion about what this means. This topic arose from a discussion with the Board about supporting international standards in areas where Canada has a strong position. One area of potential contribution could arise from the Board’s translation into French that other French-speaking countries use. The Board will further discuss potential contributions to support the Francophonie perspective.

Current pervasive risks were reviewed. The Oversight Council inquired if any future pervasive risks had been identified. As work is ongoing for each strategic plan priority, a comprehensive risk assessment will be completed. It was noted that engagement with Indigenous communities is ongoing and not limited to the 90-day consultation period for the strategic plan.

The Oversight Council asked how standards for sustainability reporting for the public sector will be addressed in Canada. The CSSB Chair shared that this is an ongoing conversation with PSAB that will be better informed once the IPSASB draft is published and considered.

Due to the newness and complexity of the sustainability field in Canada, the Oversight Council questioned whether the CSSB could effectively develop the strategic plan and standards simultaneously. The Board had considered the risk of advancing too quickly on these issues but concluded that the quality of work would not be compromised to meet deadlines. Extra meeting time was added for discussions to ensure thorough deliberation. The importance of a strong communications strategy was highlighted to support the projects as they progress.

An Oversight Council member who observed CSSB meetings shared that the Board discussions were robust, and staff and Board members showed passion for the work. The member noted that based on the due process manual, a summary of decisions is expected to be available following each meeting. However, to date, preliminary decisions have not been posted. The CSSB Chair responded that the Board revisited decision points throughout the process. Final decisions are posted only after the standards have been finalized.

The Oversight Council discussed challenges associated with engaging the Francophone community in standard setting. Public-facing engagement is bilingual; however, the working language of the boards is English.

Adjournment

Having no other business, the public portion of the meeting was adjourned at 12:54 p.m.