Flash – February 2019 (updated: June 2020) – ASPE

Retractable or Mandatorily Redeemable Shares Issued in a Tax Planning Arrangement

Section 3856, Financial Instruments, currently provides an exception in paragraph 23 that requires retractable preferred shares issued in a tax planning arrangement under specific sections of the Canadian Income Tax Act (ITA) to be presented as equity and measured at par, stated or assigned value.

Following publication of two Exposure Drafts in 2014 and 2017 and various discussions on the comments received, in December 2018, the Accounting Standards Board of Canada (AcSB) published the definitive amendments to Sections 3856 and 3251, Equity, to amend the balance sheet classification of retractable preferred shares issued in a tax planning arrangement. These amendments will result in significant changes in the accounting for these shares.

Accordingly, some of the preferred shares now classified as equity under the previously described liability classification exception will remain classified as equity if they meet certain conditions. However, we expect many preferred shares will be reclassified as liabilities and measured at their redemption amount.

These amendments are relevant to private enterprises that report under Part II of the CPA Canada Handbook – Accounting and apply ASPE and are applicable for fiscal years beginning on of after January 1, 2021 (in April 2020, the AcSB deferred the application date from 2020 to 2021).

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With all the rapid changes of the last year, it has become clear that the future of business depends on technology.

When the global COVID-19 crisis emerged, industries suddenly had to find new ways to protect their operations while complying with public health directives.

No one could have foreseen the far-reaching impacts of the pandemic, but the businesses that have successfully pulled through are now better equipped to deal with its consequences. And in many cases, they owe their survival to a digital transformation initiated before the crisis began.

Now more than ever, companies need to strengthen their digital capabilities in order to overcome the challenges triggered by the pandemic and position themselves for a brighter future. Digital transformation plans should be realistic and broken down into phases. They should also take into account the organization’s needs and resources.

Adapting to new consumer habits

When the pandemic forced businesses to close, consumers turned to online shopping for everything from essential goods to entertainment. The situation forced the hand of even the most reluctant consumers and, as a result, e-commerce has skyrocketed 118% in Quebec (source: Adviso).

Even now that businesses are reopening, traditional sales in brick-and-mortar locations aren’t expected to bounce back quickly. Consumers are reluctant and a general sense of insecurity prevails. By the time the crisis is over, a certain proportion of in-store sales may have made a definitive shift to online sales and consumer behaviour may be changed for good. In fact, global retail e-commerce sales are expected to double by 2023 (source: Statista).

Consequently, temporary processes implemented to help businesses continue selling products and services during the crisis will become permanent. But they’ll need to become more efficient.

Aligning processes for better consistency

Digital transformation isn’t just about maintaining and pushing sales. If all corporate data and processes are aligned and connected, it can also improve decision making and optimize each step in the value chain.

This isn’t new but now that social distancing is essential, it makes even more sense to reorganize production lines, add automated systems and include connected robots (which have no physical limitations).

Digitizing the customer journey to create a memorable experience

COVID-19 containment measures have forced many retailers and service providers to turn to digital technology to continue driving sales. Those that had already begun the transition before the pandemic quickly found themselves ahead of the competition. Today, all businesses need to consider the digital user experience, whether they need to build it from scratch or rethink their existing assets. It’s essential for protecting their business continuity in the post-COVID-19 era.

If you haven’t already done so, it’s time to redesign your business model and add digital services. Businesses that can successfully innovate and provide customers with a smooth purchase experience will be able to take advantage of the current situation and increase their market share quickly. The opportunity is there. It’s time to seize it.

Digitizing operations to reduce reliance on humans

Whether the issue is a pandemic or a labour shortage, relying on human resources for most business processes puts companies at risk. If we rely on people, productivity can plummet or operations may even be forced to halt.

From production to distribution, inventory management, stocktaking and costing, all business processes should be connected and automated. Before the crisis, companies were already embracing this shift in order to gain efficiency and work around labour shortages. COVID-19 has only accentuated and accelerated the need for businesses to hop on the digital bandwagon.

Digitizing supply chains to increase agility

Product shortages, logistical constraints, quarantines, delays, new shipping routes, supplier changes… Businesses are currently facing significant supply chain disruptions as a result of the pandemic. These challenges reveal an opportunity for businesses to review their processes and create a more integrated and robust supply chain for the future. This involves digitizing processes from end to end to achieve better visibility and control of the entire chain. A big-picture view allows you to optimize efficiency across the chain and respond quickly to disruptions.

It’s time to face facts. If we want to protect local jobs, supply local markets and stimulate the local economy, our homegrown businesses need to embark on a digital transformation journey. If we don’t embrace digital technology, consumers simply look somewhere else. Ease of doing business trumps all.

Working from home has allowed us to carry on during the pandemic. How will it look moving forward?

Before getting into the notion of vested right, we should specify that the situation our organizations and their employees have experienced has helped spotlight two paradigm shifts or pre-conceived ideas.

Employers: Working from home doesn’t automatically imply a loss of control or lower workforce productivity

Naturally, like any type of work, there must be proper parameters in place to ensure effective remote work. Employers and employees all have a role to play in maintaining control over their work output when working from home.

First, employers must provide their employees with the proper tools they need to do their job, such as a reliable IT infrastructure, effective communication tools and full, secure access to the company’s network.

Above all, employers must implement a structure and management policies that will allow them to rigorously monitor the work done while ensuring a stimulating employee environment.

The results are out for those organizations that put in place an effective work environment: steady productivity or even a productivity gain, easy-to-manage workspaces, a lower rate of absenteeism, and more.

Employees: Telework is an asset but not the solution many had hoped for

For many employees—before they were swept into it—working from home represented freedom and access to quality of life. They could work at their own pace and on their own time and avoid commuting, all of which meant a healthier and more balanced lifestyle.

But COVID-19 brought about a busy teleworking period and some major constraints that have led many to realize that working from home was not as convenient as they had hoped. They feel lonely from the lack of social interactions, the work environment is often inadequate, communications and data transfer are often compromised by a weak internet connection at home, etc.

Overall, from an employee perspective and in general, working from home supplements the traditional structure. What employees take away is a greater sense of freedom and a better quality of life. They’re less weary of the daily grind. Reluctant employers must come to terms with this new reality because reverting to the traditional way would be taking a huge step back.

Is telework a vested right?

The notion of vested right has long been a hot topic in Quebec, especially when it comes to “informal” working conditions granted by the employer: from free coffee to a company car for personal use, to all sorts of privileges handed out over the years. Those benefits are hard to part with once you’ve gotten a taste of them. It’s even harder to uproot a benefit or privilege that’s highly popular with the majority of employees.

In his Dictionnaire canadien des relations du travail, Gérard Dion defines “vested right” as “l’ensemble de droits, privilèges ou avantages antérieurement reconnus aux travailleurs et qui dérivent soit de la coutume, soit d’une reconnaissance de la part de l’employeur, soit d’une clause de convention collective” (all of the rights, privileges or benefits previously afforded to employees as a result of a tradition, be it as a form of recognition by the employer or a clause in a collective agreement).

From a legal standpoint, it is recognized that a right becomes a vested right when certain criteria are met:

• Generality: When a benefit is granted to a homogeneous group of employees;
• Consistency: When a benefit is granted consistently over time.

It we take a more formal approach, it’s clear that the temporary nature of the situation doesn’t allow us to qualify telework as a vested right. However, it was already an option for employees, as recognized by both the provincial and federal governments for income tax purposes well before the pandemic.

After all, for the majority of organizations, this is uncharted territory. We’re dealing with an unprecedented situation declared by the public health authorities, rather than a firmly established phenomenon that organizations are familiar with.

A new workforce retention criterion?

We cannot limit our analysis to those legal and formal considerations because, beyond the current context, we cannot disregard the real impact on organizations if they were forced to abolish telework and go back to normal. While everyone was rushed into the experience, the new work-from-home reality has more pros than cons for companies and employees alike.

Employees have largely benefited from this practice. They’ve shown that, when adequately managed, working from home can be just as productive—if not more productive—than working from the office. To take this back from them would not make sense; it would make them feel like they’re going backward. The risks of employee disengagement are real and would largely undermine past employee retention efforts.

Over the past weeks, employers have had a chance to see first-hand that they can effectively manage their employees’ work remotely. The traditional work model is flawed. We need only look at the multiple studies and research conducted on time management, conflicts, workspaces, absenteeism and presenteeism, and so many other aspects of workplace health and safety.

Telework on such a large scale is a recent practice that is already rooted in strong foundations: the resilience of human beings and their ability to adapt and transform in the face of crisis. As a result of this new work organization, there will be a need to improve how it is managed and governed. New management practices will eventually be developed that will benefit employers and employees alike.

How to achieve a successful work-from-home experience

Here are some key tips for employers to consider to achieve a positive experience for themselves and for their employees.

Employee engagement

Distance can lead to employee disengagement. So, it’s important that you have the necessary tools to maintain employee engagement (regular virtual group or individual meetings, regular mandatory office days, etc.).

Follow-up of objectives and deliverables

Employees must feel that they’re accountable and responsible for results and progress with their files. Follow up rigorously without being intrusive; find the right balance.

Ergonomics, health and safety

Employee security must always be a concern for employers. Even if your employees work from home, follow up regularly by providing the necessary support. Don’t underestimate the psychological aspect of telework which can often trigger isolation and, ultimately, psychological issues.

That being said, and from the past months’ experience only, it would be premature to claim that employers are now obligated to pursue telework based on the notion of vested right. Clearly, they can still exercise their managerial authority in determining whether an employee can still work from home.

Regardless, whether we talk about a vested right or a new reality, the fact remains that telework is a well-established practice and employers who don’t jump on the bandwagon will face workforce productivity, competitiveness, efficiency and retention issues down the road.