Form 20-F.SS.2023

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION SUBMISSION
FOR FORM 20-F
A.

JUSTIFICATION

1.

Circumstances Making the Collection of Information Necessary

The Securities Exchange Act of 1934 (“Exchange Act”) intended to ensure that
secondary markets for publicly traded securities are fair and honest. The principal means by
which 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 Exchange Commission (“Commission”) pursuant to its authority in
Sections 12(b), 12(g), 13(a) and 15(d) of the Exchange Act.
Form 20-F is used by foreign private issuers to register securities pursuant to Section
12(b) or (g) of the Securities Exchange Act 1934 (the “Exchange Act”) or as annual and
transition reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act. The annual
report on Form 20-F provides a comprehensive overview of a company’s business and financial
condition and includes audited financial statements.
2.

Purpose and Use of the Information Collection

The annual report on Form 20-F provides a comprehensive overview of a company’s
business and financial condition and includes audited financial statements. In addition, all
investors benefit indirectly from information required in Form 20-F, as direct user’s effect
transactions in securities on the basis of current information about the issuer’s business and
operations included in such filings.
3.

Consideration Given to Information Technology

Form 20-F is electronically filed using the Commission’s Electronic Data Gathering,
Analysis and Retrieval (EDGAR) system.
4.

Duplication of Information

No similar data is available, and no other sources of this information are currently
identified.

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5.

Reducing the Burden on Small Entities

Form 20-F may be used by small entities that are foreign private issuers if no other
registration form is available. Investors in small entities should have access to all material
information in order to evaluate a proposed offering of securities; the Commission is unable to
further simplify reporting requirements for small entities.
6.

Consequences of Not Conducting Collection
Investors would not have timely information if less frequent collections are conducted.

7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

No comments were received on this request during the 60-day comment period prior to
OMB’s review of this extension request.
9.

Payment or Gift to Respondents
No payment or gift to respondents.

10.

Confidentiality
Form 20-F information filed with the Commission is available to the public for review.

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 a name 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 March 22, 2023, is provided as a supplemental document and is also
available at https://www.sec.gov/privacy.

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Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form 20-F

3235-0288

729

479,303

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form 20-F takes
approximately 2,629.9204 total hours per response to comply with the collection of information
requirements and is filed by 729 respondents. We derived our burden hour estimates by
estimating the average number of hours it would take an 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 foreign private issuers based on 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. Based on our estimate, we calculated
the total reporting burden to be 479,303 hours (657.4801 hours per response x 729 responses).
For administrative convenience, the presentation of the total related to the paperwork burden
hours has been rounded to the nearest whole number. The burden estimate for the hours is 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 20-F

3235-0288

729

$576,533,425

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, we calculated
the total annual cost to be $576,533,425 ($790,855.1783 cost per response x 729 responses). For
administrative convenience, the presentation of the total related to the paperwork cost total has
been rounded to the nearest dollar. The cost estimate is made solely for the purpose of the
Paperwork Reduction Act

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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 $129,168,390 in fiscal year 2022, 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 of Submissions
There are no exceptions to certification for Paperwork Reduction Act submission.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.