Form 40FSS.2022

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM 40-F

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The Securities Exchange Act of 1934 (“Exchange Act”) is intended to ensure that
secondary markets for publicly traded securities are fair and honest. The principal means by
which the Exchange Act carries out this purpose include regulation of broker-dealers, registration
of exchange-traded and other securities, remedial provisions for fraud in securities transactions
and manipulation of regulated securities markets, and limits on the extension of credit for
securities purposes. In addition, they include issuer registration and periodic reporting
requirements prescribed by the Securities and Exchange Commission (“Commission”) pursuant
to its authority in Section 12(b), 12(g), 13(a) and 15(d) of the Exchange Act.
In connection with its multijurisdictional disclosure system, the Commission adopted
Form 40-F to be used by Canadian issuers to file annual reports with the Commission pursuant to
Section 15(d) of the Exchange Act. Form 40-F may also be used by certain Canadian issuers to
register a class of securities with the Commission under Section 12(b) or (g) of the Exchange
Act, and to file reports with the Commission pursuant to Section 13 of the Exchange Act.
Form 40-F, along with the other Commission forms and schedules, is designed to facilitate crossborder offerings by specific Canadian issuers and permits these issuers to fulfill reporting
obligations under the Exchange Act by filing with the Commission the annual disclosure
documents required in Canada under cover of Form 40-F.
2.

Purpose and Use of the Information Collection

The information required to be filed with the Commission permits verification of
compliance with securities law requirements and assures the public availability and
dissemination of such information. The information required in the Form 40-F is used by
investors in making investment decisions with respect to the securities of such Canadian
companies. In addition, all investors benefit indirectly from information required in Form 40-F,
as direct users effect transactions in securities on the basis of current information about the
issuer’s business and operations included in such filings, thereby causing the market prices of the
securities to reflect such information.
3.

Consideration Given to Information Technology

Form 40-F is filed electronically using the Commission’s Electronic Data Gathering,
Analysis and Retrieval (“EDGAR”) system.

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4.

Duplication of Information

Form 40-F is a document designed to provide investors in Canadian securities with
information concerning the subject securities and the Canadian issuer. This information is not
otherwise readily available in the United States.
5.

Reducing the Burden on Small Entities

Small reporting companies cannot use Form 40-F.
6.

Consequences of Not Conducting Collection

Persons considering investment in securities issued by Canadian companies would find it
more difficult and expensive to obtain the necessary information if the issuers were not required
to file the information under cover of Form 40-F with the Commission.
7.

Special Circumstances

There are no special circumstances.
8.

Consultations with Persons Outside the Agency

No comments were received during the 60-days comment period prior to OMB’s
approval of this submission.
9

Payment or Gift to Respondents

No payment or gift has been provided to any respondents.
10.

Confidentiality

Form 40-F is a public document.
11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be required
under this collection of information. The information collection collects basic Personally
Identifiable Information (PII) that may include: name, work address, and job title. However, the
agency has determined that the information collection does not constitute a system of record for
purposes of the Privacy Act. Information is not retrieved by a personal identifier. In accordance
with Section 208 of the E-Government Act of 2002, the agency has conducted a Privacy Impact
Assessment (PIA) of the EDGAR system, in connection with this collection of information. The
EDGAR PIA, published on February 5, 2020, is provided as a supplemental document and is also
available at https://www.sec.gov/privacy.

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12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form 40-F

3235-0381

132

14,237

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form 40-F takes
approximately 431.42 hours per response to comply with the collection of information
requirements and is filed by 132 respondents. We derived our burden hour estimates by
estimating the average number of hours it would take a foreign private issuer to compile the
necessary information and data, prepare and review disclosure, file documents and retain records.
In connection with rule amendments to the form, we occasionally receive PRA estimates from
public commenters about incremental burdens that are used in our burden estimates. We believe
that the actual burdens will likely vary among individual companies based on the size and
complexity of their organization and the nature of their operations. We further estimate that 25%
of the collection of information burden is carried by the foreign private issuer internally and that
75% of the burden of preparation is carried by outside professionals retained by the company to
assist in the preparation of the form to reflect the fact that foreign private issuers rely more
heavily on outside professionals. Based on our estimates, we calculated the total reporting
burden to be 14,237 hours ((0.25 x 431.42) hours per response x 132 responses). For
administrative convenience, the presentation of the total related to the paperwork burden hours
has been rounded to the nearest whole number. The estimated burden hours are made solely for
the purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden
Estimated Total Cost Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form 40-F

3235-0381

132

$17,084,560

We estimate that 75% of the 431.42 hours per response (323.5712 hours) is prepared by
the company’s outside counsel. We estimate an hourly cost of $400 for outside legal and
accounting services used in connection with public company reporting. This estimate is based on
our consultations with registrants and professional firms who regularly assist registrants in
preparing and filing disclosure documents with the Commission. Our estimates reflect average
burdens, and therefore, some companies may experience costs in excess of our estimates and
some companies may experience costs that are lower than our estimates. Based on our estimates,

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we calculated the total annual cost to be $17,084,560 ($400 per hour x 323.571212 hours per
response x 132 responses). For administrative convenience, the presentation of the total related to
the paperwork cost burden has been rounded to the nearest dollar. The estimated cost burden is
made solely for the purposes of the Paperwork Reduction Act.
14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including registration
statements, post-effective amendments, proxy statements, annual reports and other filings of
operating companies amounted to approximately $119,447,840 in fiscal year 2020, based on the
Commission’s computation of the value of staff time devoted to this activity and related
overhead.
15.

Reason for Change in Burden

There is no change in burden.
16.

Information Collection Planned for Statistical Purposes

The information collection is not planned for statistical purposes.
17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased costs,
because the need to make changes to the form may not follow the application’s scheduled version
release dates. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

There are no exceptions to certification for Paperwork Reduction Act submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.