C-48.1, r. 15 - Cooperation agreement between the Ordre des comptables professionnels agréés du Québec and the Canadian Public Accountability Board

Full text
chapter C-48.1, r. 15
Cooperation agreement between the Ordre des comptables professionnels agréés du Québec and the Canadian Public Accountability Board
CHARTERED PROFESSIONAL ACCOUNTANTS — COOPERATION AGREEMENT — QUÉBEC AND THE CONSEIL CANADIEN
Chartered Professional Accountants Act
(chapter C-48.1, s. 9).
C-48.1
June 22 2013
Replaced, O.C. 610-2013, 2013 G.O. 2, 1480; eff. 2013-06-22; see chapter C-48.1, r. 15.1.
The former alphanumerical designation of this Regulation was: chapter C-48, r. 11.
Agreement
COOPERATION AGREEMENT
BETWEEN
THE ORDRE DES COMPTABLES AGRÉÉS DU QUÉBEC, “THE ORDRE”
AND
THE CANADIAN PUBLIC ACCOUNTABILITY BOARD “CPAB”
WHEREAS the Ordre carries out a mandate to protect the public in Québec and, to this end, is entrusted by law with the duty to supervise the practice of the profession by its members, in particular the audit of companies by chartered accountants;
WHEREAS the mission of CPAB is to contribute to public confidence in the integrity of financial reporting of reporting issuers that are subject to securities regulation in one or more provinces in Canada by promoting high-quality, independent auditing of these companies and, to this end, CPAB develops and implements an oversight program that includes regular and rigorous inspections of accounting firms that audit reporting issuers and agree to take part in the program (the “participating firms”);
WHEREAS Québec securities regulations require reporting issuers to have the audit report on their financial statements prepared by a participating firm;
WHEREAS the Ordre and CPAB agree to cooperate in Québec in discharging their respective mandates and responsibilities and, to this end, wish to exchange the information required to carry out their inspection, investigation and monitoring activities in respect of chartered accountants and firms providing audit services to reporting issuers, with a view to improve their efficiency and effectiveness and to minimize duplication of efforts;
WHEREAS the Parties wish to preserve their independence in carrying out their respective missions;
WHEREAS the Ordre and CPAB agree to discharge their respective mandates and responsibilities in accordance with the laws of Québec;
WHEREAS the professional secrecy obligations of Québec chartered accountants are recognized in Québec’s Charter of Human Rights and Freedoms;
WHEREAS the Act to amend the Chartered Accountants Act came into force on June 14, 2006 and the Parties wish to enter in an agreement contemplated by such Act to authorize the exchange of information between the Parties and disclosure of information by Québec chartered accountants despite their obligation of professional secrecy;
WHEREAS the Parties recognize that the information to be transmitted by each of them to the other pursuant to this Agreement is needed solely for the purpose of permitting the receiving Party to execute its independent inspection, discipline, review proceeding, dispute resolution process and any investigation or inquiry functions;
THE PARTIES HERETO AGREE TO THE FOLLOWING PROVISIONS:
SECTION 1
GENERAL PROVISION
The Parties agree that CPAB shall operate in Québec, in accordance with its rules and by-laws, a program to monitor, inspect and investigate participating firms.
SECTION 2
INSPECTION AND INVESTIGATION
(1) The Parties shall strive to coordinate their respective inspections of participating firms. To this end, each Party shall forward to the other its inspection program in respect of the Québec operations of participating firms on a timely basis, so that each Party can take it into account in preparing its own program, and shall also forward its inspection schedule.
(2) CPAB shall require that all participating firms notify all of their reporting issuer clients that the audit file of such reporting issuers may be reviewed by CPAB in the course of it carrying out its operations in accordance with its mission. In addition, CPAB shall not, in the course of its inspection and investigation of the Québec operations of a participating firm, examine the files of any non-reporting issuer clients of such participating firm, and shall not require the disclosure of confidential information relating to any specific non-reporting issuer client without the consent of such non-reporting issuer having been obtained by the participating firm.
(3) CPAB agrees to transmit to the Ordre, promptly upon becoming aware of it, any information that appears to reveal a breach of the Ordre’s rules of professional conduct.
(4) Each Party shall transmit to the other Party, promptly upon becoming aware of it, any information obtained during an inspection or investigation into the competence of a member when such information reveals a serious departure from generally accepted accounting principles, generally accepted auditing standards, assurance standards, applicable independence standards or the general standards of quality control of a participating firm.
(5) CPAB shall inform the Ordre of its intention to launch an investigation into a violation of CPAB rules involving a participating firm in Québec, together with the reasons that would justify such investigation. CPAB shall inform the Ordre of the essential steps involved in the investigation process.
SECTION 3
INSPECTION AND INVESTIGATION REPORTS
(1) CPAB shall send the Ordre the final inspection reports and investigation decisions it prepares on the Québec operations of participating firms and shall provide the Ordre with access to the related working papers.
(2) The Ordre shall transmit to CPAB the information contained in the final report on an inspection or an investigation into the competence of a member conducted by the Ordre within a participating firm, where such information deals with the firm’s activities in respect of a reporting issuer or with the quality control applied by the firm, and provided that any portion of such information that permits the identification a specific non-reporting issuer client of such firm shall be redacted from the information provided to CPAB. The Ordre shall provide CPAB with access to the working papers related to this information.
(3) CPAB shall agree that it does not intend to ask a participating firm to provide to it any inspection or investigation reports produced by the Ordre.
SECTION 4
MEASURES IMPOSED BY THE PARTIES
(1) CPAB shall inform the Ordre about the results of an inspection or investigation of a participating firm in regard to its Québec operations, in particular of any requirement, restriction or sanction CPAB shall impose, or gives notice to a participating firm that it intends to impose, as a result of such participating firm’s operations in Québec. CPAB shall also inform the Ordre about any application for a review proceeding made by a participating firm in respect of such imposition or intended imposition.
(2) The Ordre shall inform CPAB about any complaint lodged with the Committee on Discipline of the Ordre, and about any measure taken in respect of a member of a participating firm resulting from an inspection.
(3) The Ordre shall inform CPAB about any limitation or suspension of the right to practice imposed on a member of a participating firm, or whether such member has been struck off the membership Roll.
(4) The Parties shall agree that each Party is entitled to take any measure it deems useful in exercising its rights or powers, without being required to consider actions taken by the other Party.
SECTION 5
CONFIDENTIALITY
(1) The Parties shall agree not to use any confidential information obtained pursuant to this Agreement other than for purposes of carrying out their respective missions, which, in the case of CPAB, it carries out in accordance with its rules and by-laws through inspections, investigations or review proceedings or the imposition of recommendations, requirements, restrictions or sanctions.
(2) The Parties shall agree to exchange confidential information only by secure means and to take any measures required to safeguard confidentiality.
Such information may only be disclosed to persons within a Party whose functions or duties include receiving, using or consulting such information.
(3) Each Party shall agree to maintain at least the same confidentiality regarding confidential information obtained pursuant to this Agreement as it would for information of the same nature it holds.
More particularly, CPAB shall agree to maintain the same confidentiality regarding confidential information obtained pursuant to this Agreement, as would be required for the Ordre for information obtained or held by the Ordre in the exercise of the powers granted by the Professional Code (chapter C-26).
(4) In the event of any demand being received by a Party to disclose any confidential information obtained pursuant to this Agreement, which demand the Party receiving it believes it might be compelled to comply with, the Party receiving the demand shall promptly notify the other Party of the details of the demand and shall cooperate with such other Party in exercising all available rights and remedies.
(5) No consent or disclosure pursuant to this Agreement shall be deemed to constitute or authorize the waiver of any confidentiality or privilege granted to such information under applicable laws.
The disclosure pursuant to this Agreement of information protected by the professional secrecy of chartered accountants in Québec does not constitute a waiver of such professional secrecy.
Except as otherwise provided for the members of the Ordre in this Agreement or in the Chartered Accountants Act (R.S.Q. c. C-48), nothing in this Agreement is intended to or shall limit or restrict any professional secrecy that may exist in respect of information held by a participating firm or a chartered accountant.
SECTION 6
MISCELLANEOUS PROVISIONS
(1) CPAB shall agree to keep the Ordre informed about any amendments to CPAB’s rules and operations that may affect the Ordre in fulfilling its mission among the members of participating firms or the application of this Agreement.
(2) The Parties agree that they are separate and independent bodies and are entering into this Agreement solely for the purposes of facilitating their independent operations while meeting the requirements of sections 22.1, 22.2 and 22.3 of the Chartered Accountants Act. Furthermore, the Parties confirm that, after entering into this Agreement, they will continue to be operating independently and neither Party will be acting on behalf of or as agent for the other Party and the documents held by each Party will not be held for the benefit of or on behalf of the other Party.
(3) CPAB shall agree to provide information reasonably requested by the Ordre in order to assist the Ordre to prepare its annual report on the implementation of this Agreement.
SECTION 7
FINAL PROVISIONS
(1) The Agreement shall be in effect for five years commencing on the date that it comes into force. The Parties shall agree that, at least eighteen months prior to the expiry of the Agreement, they will consult with each other on the advisability of its renewal, with or without amendments.
(2) The Parties shall agree that, despite the termination of this Agreement, whatever the cause, they shall remain bound by the obligation of confidentiality and professional secrecy set out herein.
(3) The Parties shall consult promptly, at the request of either, concerning any question or difficulty arising as to the interpretation or the application of this Agreement.
(4) This Agreement shall come into force after approval of the Government, ten days following its second publication in the Gazette Officielle du Québec.
(5) This Agreement is governed by the laws applicable in Québec. In the event of a dispute, the courts of the District of Montreal have competent jurisdiction to dispose of the matter.
(6) Either Party may, upon a three-month written notice to the other Party, terminate this Agreement, if it is of the opinion that changes made to the rules governing either Party may jeopardize the continued pursuit of the Agreement. Before giving such a notice, a Party must have entered into consultation with the other Party with a view to resolve the concern.
Signed in Montréal, on this 8th day of November, 2007, in duplicate, in French and English. Both versions of this Agreement are equally authentic.
FOR THE ORDRE DES FOR THE CANADIAN
COMPTABLES AGRÉÉS PUBLIC ACCOUNTABILITY
DU QUÉBEC BOARD
__________________________ ____________________________
REFERENCES
O.C. 540-2008, 2008 G.O. 2, 2114
S.Q. 2012, c. 11, ss. 32 and 51