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In the June 12 issue of the CPA
Newsletter, the Order informed members
of its failed efforts to have the government
adopt its proposed amendments to Bill 141
intended to provide a framework for disclosures,
despite professional secrecy, of any offences
against a
law the Autorité des marchés financiers
(AMF) is responsible for enforcing.
Bill 141 was passed into law on June 13,
2018. Accordingly,
section 17.0.1 of the Act respecting
the Autorité des marchés financiers,
which authorizes the lifting of professional
secrecy to make a disclosure to the AMF,
came into effect on the same day. If you
have clients that are entities overseen
by the AMF or if you work for such an entity,
this provision directly applies to you.
In keeping with its primary mission
to protect the public, the CPA Order recognizes
the need to allow the lifting of professional
secrecy to disclose serious offences likely
to cause substantial injury to third parties.
However, the Order believes that the new
provision, which permits the disclosure
of any offence against a law enforceable
by the AMF without severity criteria, places
CPAs in situations where arbitrariness reigns.
It is important to remember that professional
secrecy is a pillar of the relationship
of trust between professionals and their
clients. This trust relationship is essential
to the quality of professional services
and the protection of the public, since
by having free, fully-transparent access
to relevant information, CPAs enhance the
reliability of financial reporting. Accordingly,
disclosures made despite professional secrecy
should be based on severity criteria and
governed by a specific framework that favours
internal disclosure mechanisms, first and
foremost, so as not to compromise the relationship
of trust between CPAs and their clients.
The Order is continuing to weigh its
options, which include temporary safeguards
to shield its members from the unintended
consequences of this new provision. Among
other things, the Order has initiated steps
to propose amendments to the Code of ethics
of CPAs to provide a framework for CPAs
who are authorized to make a disclosure
to an authority despite professional secrecy.
In the meantime, given the uncertainty
faced by its members, the Order has prepared
temporary guidelines to help CPAs in their
assessment when they detect, in the practice
of their profession, an offence against
a law enforceable by the AMF, and are authorized
to disclose the offence to the AMF.
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