Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 53
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69in this manner. If the registrant elects to disclose the information required by paragraphs (d) and (e) through its website, such
information must remain available on the website for at least a 12-month period. Following the 12-month period, the registrant
must retain the information for a period of not less than five years. Upon request, the registrant must furnish to the Commission
or its staff a copy of any or all information retained pursuant to this requirement.
5.
The registrant does not need to disclose technical, administrative or other non-substantive amendments to its code of ethics.
6.
For purposes of this Item 16B:
a.
The term “waiver” means the approval by the registrant of a material departure from a provision of the code of ethics;
and
b.
The term “implicit waiver” means the registrant’s failure to take action within a reasonable period of time regarding
a material departure from a provision of the code of ethics that has been made known to an executive officer, as defined
in Rule 3b-7 (§240.3b-7 of this chapter), of the registrant.
Item 16C. Principal Accountant Fees and Services.
(a)
Disclose, under the caption Audit Fees, the aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services
that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for
those fiscal years.
(b)
Disclose, under the caption Audit-Related Fees, the aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant that are reasonably related to the performance of the audit
or review of the registrant’s financial statements and are not reported under paragraph (a) of this Item. Registrants
shall describe the nature of the services comprising the fees disclosed under this category.
(c)
Disclose, under the caption Tax Fees, the aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this category.
(d)
Disclose, under the caption All Other Fees, the aggregate fees billed in each of the last two fiscal years for products
and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of
this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
(e)
(1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01
of Regulation S-X.
(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved
by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f)
If greater than 50 percent, disclose the percentage of hours expended on the principal accountant’s engagement to
audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant’s full-time, permanent employees.
Instruction to Item 16C.
1. You do not need to provide the information called for by this Item 16C unless you are using this form as an annual report.
Item 16D. Exemptions from the Listing Standards for Audit Committees.
If applicable, provide the disclosure required by Exchange Act Rule 10A-3(d) (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees. You do not need to provide the information called for by this Item 16D unless
you are using this form as an annual report.
Item 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
(a) In the following tabular format, provide the information specified in paragraph (b) of this Item with respect to any purchase
made by or on behalf of the issuer or any “affiliated purchaser,” as defined in §240.10b-18(a)(3), of shares or other units of any
class of the issuer’s equity securities that is registered by the issuer pursuant to section 12 of the Exchange Act (15 U.S.C.
781).
53
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