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Inside Internal Controls

News and discussion on implementing risk management

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Corporate Administration

Promise doctrine abolished by the Supreme Court of Canada

On June 30, 2017, the Supreme Court of Canada, released a landmark patent decision (2017 SCC 36) abolishing Canada’s so-called ‘Promise Doctrine’ by finding it “unsound”, “not good law” and “incongruent with the both the words and scheme of the Patent Act.”

 

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What does your risk management activity seek to achieve?

It is essential to understand what an organization needs and how critical the management of risk is before settling on a design, let alone trying to implement or upgrade risk management.

 

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What do audit committees think about risk and audit?

I am encouraged by the latest KPMG report, their 2017 Global Audit Committee Pulse Survey. I am encouraged because KPMG appears to be asking the right questions and getting intelligent answers.

 

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The future of risk management

The Institute of Risk Management has a great feature where they have asked people around the world, including a number of luminaries, about the future of risk management.

 

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Upcoming corporate income tax changes to curb income sprinkling issues

On July 18, 2017, the federal Department of Finance released legislative proposals and a consultation paper dealing with tax planning affecting private corporations. The goal is to close loopholes that allow wealthy Canadians to avoid higher tax rates, largely by targeting people who incorporate themselves and then draw income from their businesses while paying lower corporate taxes. These proposals, if enacted, will potentially affect most Canadian business owners who carry on their businesses through private corporations, significantly increase the complexity of the tax rules applicable to private corporations and reverse many long-standing tax policies that have encouraged business growth.

 

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Trusted advisors and world-class internal auditors

I was recently privileged to receive a signed copy of Richard Chambers’ latest book, Trusted Advisors: Key Attributes of Outstanding Internal Auditors. Richard is the President and CEO of The Institute of Internal Auditors, a veteran of internal audit at the highest level, a friend, and an individual with whom I love to debate the practices of internal auditing and risk management. (I hope I am influencing his views on the imminent update of the COSO ERM Framework.)

 

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The future of securities regulation of distributed ledger technologies

The following discussion provides a general description of blockchain and distributed ledger technologies (DLT) and the current state of the regulatory landscape in Ontario. To date, the Ontario Securities Commission has not explicitly categorized a blockchain token or coin (which are further discussed below) as an investment contract or other type of security under section […]

 

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Can marketing and compliance share a playbook?

I recently read an article in the Winter 2017 MIT Sloan Management Review, Mastering the Market Intelligence Challenge (Chari, Luce & Thukral). In this work, the authors address how “many multinationals simply import their domestic models into emerging markets.” And whilst this work is directed towards those who deal with market intelligence in emerging markets, the conclusions drawn are equally applicable to those who face compliance challenges in such frontier regions.

 

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Supreme Court clarifies test for personal liability of directors for oppressive conduct

The general principles articulated by the Supreme Court may help guide directors and counsel in considering whether corporate conduct could lead to personal liability in future cases.

 

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PwC does better on risk management

If you don’t focus on the achievement of objectives, but instead manage individual risks, how do you know whether you are likely to achieve them – or the possibility of exceeding them?

 

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Defending a lawsuit is not a “commercial activity” under privacy legislation

In a case dating back to 2016 but just recently published, the Office of the Privacy Commissioner of Canada has ruled that the collection and use of a plaintiff’s personal information for the purpose of defending against a civil lawsuit is not a “commercial activity” and, as such, the Personal Information Protection and Electronic Documents Act does not apply.

 

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Canada’s proposed new trademarks regulations

The Canadian Intellectual Property Office has released a first draft of the Regulations that will support our new Trademarks Act now scheduled to come into force in early 2019. The consultation period for these new Regulations will expire July 21, 2017 and will be followed by a further consultation term in late 2017 or early 2018.

 

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Corporate Human Rights 2017 Benchmark shows companies at relatively early stage in implementing UN Guiding Principles on Human Rights

The Benchmark calls on businesses to implement corporate responsibility to respect human rights under the UN Guiding Principles, and to study the 2017 Benchmark report to see where improvements can be made.

 

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Ontario Introduces Bill 142, Construction Lien Amendment Act, 2017: It’s much more than just liens!

On May 31, 2017, Ontario Attorney-General Yasir Naqvi introduced Bill 142, entitled “Construction Lien Amendment Act, 2017”. The Bill follows upon a report commissioned by the Ontario government and prepared by Bruce Reynolds and Sharon Vogel entitled “Striking the Balance: Expert Review of Ontario’s Construction Lien Act”. If enacted, the proposed legislation will introduce what is arguably the most sweeping set of changes that the Canadian construction industry has ever seen.

 

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How to go beyond the words to craft smarter policies

All of these tips seek to offer ways to make policies and procedures better, but the most important tip is that policies and procedures should not be managed in a vacuum. They are an important element of an effective compliance program without regard to what compliance guidance your organization follows. Ignoring policies can negatively impact compliance conduct, training, monitoring and auditing, investigations – and most importantly and ultimately – the reputation of an organization.

 

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