Form 20-F Supporting Statement Internal Control

Status: Original and derived artifacts are available for this document.

Download: pdf

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

JUSTIFICATION

1.

Circumstances Making the Collection of Information Necessary

Form 20-F (17 CFR 249.220f) is used by foreign private issuers to register securities
pursuant to Section 12 of the Securities Exchange Act of 1934 (“Exchange Act”) and to file
annual or transition reports pursuant to Section 13(a) or 15(d) of the Exchange Act. Form 20-F is
also used to collect disclosure from foreign private issuers on Form F-1 (17 CFR 239.31) and
Form F-4 (17 CFR 239.34). The information collected by 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 information collected by Form 20-F is intended to provide investors with material
information needed to make informed investment decisions.
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
There is no other domestic public source for the information collected by Form 20-F.

5.

Reducing the Burden on Small Entities

Foreign private issuers that are reporting companies under the Exchange Act, or who
wish to become reporting companies under the Exchange Act pursuant to Section 12 of the
Exchange Act, must file reports on Form 20-F. The information collection requirements for
Form 20-F apply with respect to all such foreign private issuers, regardless of size, to ensure that
U.S. investors have access to the same information as foreign investors when making investment
decisions.
6.

Consequences of Not Conducting Collection

If the Commission did not conduct this collection of information or collected this
information less frequently, U.S. persons considering investments in securities issued by foreign
private issuers could find it more difficult and expensive to obtain the same information provided
to foreign investors when making investment decisions.

7.

Special Circumstances
There are no special circumstances associated with this collection of information.

8.

Consultations with Persons Outside the Agency

No comments were received on this request during the 60-day comment period prior to
the Office of Management and Budget’s (“OMB”) review of this extension request.
9.

Payment or Gift to Respondents
No payment or gift has been provided to any respondents.

10.

Confidentiality
Form 20-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 a name and job title. However, the agency has
determined that the information collection does not constitute a system of records 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 6, 2025, is provided as a supplemental document and is also available
at https://www.sec.gov/privacy.
12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form 20-F

3235-0288

1,029

680,056

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form 20-F is
filed once per year by approximately 1,029 respondents, for a total of approximately 1,029
responses annually (calculated for the period 2023 through 2025). We further estimate that
respondents incur 660.89 burden hours per Form 20-F response (based on the current OMB
inventory for Form 20-F of 481,787 total annual burden hours and 729 total annual responses) to
comply with the form’s collection of information requirements. Based on our estimates, we
calculate the total reporting burden to be 680,056 hours (660.89 hours per response x 1,029
responses).
2

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 respondents based on the nature of their operations. For administrative convenience,
we have rounded the estimated paperwork burden hours to the nearest whole number. The
burden hour estimate is made solely for the purpose of the PRA.
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

1,029

$1,229,312,261

For purposes of the PRA, we estimate that respondents incur $1,194,666.92 cost burden
per Form 20-F response (based on the current OMB inventory for Form 20-F of $870,912,188
total annual cost burden and 729 annual responses). Based on our estimates, we calculate the
total annual cost to be $1,229,312,261 ($1,194,666.92 cost per response x 1,029 responses).
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 respondents may experience costs in
excess of our estimates, and some respondents may experience costs that are lower than our
estimates. 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 PRA.
14.

Costs to Federal Government

The Commission is in the process of revising its methodologies to estimate annualized
costs to the Federal government for all its relevant collections of information. The Commission
anticipates that future extensions of this collection of information will reflect the revised
methodologies.

3

15.

Reason for Change in Burden
Summary of the Change in Burden Hours and Cost Burden
Annual Number of Responses

Annual Time Burden (Hours)

Annual Burden Cost Burden ($)

Information
Collection
Title

Previously
Approved

Requested

Change

Previously
Approved

Requested

Change

Previously
Approved

Requested

Change

Form 20-F

729

1,029

300

481,787

680,056

198,269

$870,912,188

$1,229,312,261

$358,400,073

The increase in burden hours of 198,269 hours and increase in the cost burden of
$358,400,073 are due to an increase in the estimated number of annual Form 20-F responses
(from 729 responses to 1,029 responses).
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,
although the OMB control number will be displayed. 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.
18.

Exceptions to Certification for PRA Submissions
There are no exceptions to certification for PRA submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.

4