Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 58
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69registrant’s disclosure under this Item 16F(a), then the interim letter, if any, shall be filed by the registrant by amendment
promptly.
(b) If: (1) In connection with a change in accountants subject to paragraph (a) of this Item 16F, there was any disagreement of
the type described in paragraph (a)(1)(iv) or any reportable event as described in paragraph (a)(1)(v) of this Item;
(2) During the fiscal year in which the change in accountants took place or during the subsequent fiscal year, there have been
any transactions or events similar to those which involved such disagreement or reportable event; and
(3) Such transactions or events were material and were accounted for or disclosed in a manner different from that which the
former accountants apparently would have concluded was required, the registrant shall state the existence and nature of the
disagreement or reportable event and also state the effect on the financial statements if the method had been followed which
the former accountants apparently would have concluded was required. These disclosures need not be made if the method
asserted by the former accountants ceases to be generally accepted because of authoritative standards or interpretations
subsequently issued.
Instructions to Item 16F:
1. Item 16F applies to all annual reports and registration statements filed on Form 20-F for the issuer’s fiscal years ending on or
after December 15, 2009.
2. The disclosure called for by paragraph (a) of this Item need not be provided if it has been previously reported, as that term is
defined in Rule 12b-2 under the Exchange Act (§240.12b-2 of this chapter). The disclosure called for by paragraph (b) of this
Item must be furnished, where required, notwithstanding any prior disclosure about accountant changes or disagreements.
3. The information required by paragraph (a) of this Item need not be provided for a company being acquired by the registrant
in a transaction being registered on Form F-4 that is not subject to the filing requirements of either Section 13(a) or 15(d) of the
Exchange Act.
4. The term “disagreements” as used in this Item shall be interpreted broadly to include any difference of opinion concerning
any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which (if not
resolved to the satisfaction of the former accountant) would have caused it to make reference to the subject matter of the
disagreement in connection with its report. It is not necessary for there to have been an argument to have had a disagreement,
merely a difference of opinion. For purposes of this Item, however, the term “disagreements” does not include initial
differences of opinion based on incomplete facts or preliminary information that were later resolved to the former accountant’s
satisfaction by, and providing the registrant and the accountant do not continue to have a difference of opinion upon,
obtaining additional relevant facts or information.
5. In determining whether any disagreement or reportable event has occurred, an oral communication from the engagement
partner or another person responsible for rendering the accounting firm’s opinion (or his/her designee) will generally suffice as
the accountant advising the registrant of a reportable event or as a statement of a disagreement at the “decision-making level”
within the accounting firm and require disclosure under this Item.
6. The term “board of directors” as used in this Item 16F has the meaning set forth in §240.10A-3(e)(2).
Item 16G. Corporate Governance.
If the registrant’s securities are listed on a national securities exchange, provide a concise summary of any significant ways in
which its corporate governance practices differ from those followed by domestic companies under the listing standards of that
exchange.
Instruction to Item 16G:
A registrant must provide the information required in Item 16G beginning with the annual report that its files for its first fiscal
year ending on or after December 15, 2008. Item 16G only applies to annual reports, and not to registration statements on Form
20-F. Registrants should provide a brief and general discussion, rather than a detailed, item-by-item analysis.
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