Information on the ESTMA

Key Reporting Obligations

Extractive businesses subject to the Act must report annually on certain payments to all levels of government in Canada and abroad for financial years beginning after June 1, 2015.

Recorded Webinar on the ESTMA

This recorded webinar provides an overview of the Act and the reporting process. To obtain the PowerPoint presentation of this webinar, please send an email to the ESTMA team.

ESTMA 101 Webinar - Video Transcript

Narrator:

Intro

The Extractive Sector Transparency Measures Act

Slide 3

The Extractive Sector Transparency Measures Act, or the ESTMA, stems from a 2013 G8 Canadian commitment. The G8 was focused on improving transparency in the extractive sector, especially in developing countries.

Canada moved quickly to implement its commitment with legislation now in force. Since 2013, NRCan has consulted extensively with stakeholders on this initiative, and have valued the contributions that they have made.

Canada isn’t acting in isolation with this measure. Internationally, the EU has similar measures in place, and domestically, Quebec also has followed suit with their own legislation. All these measures are very similar and align on key reporting elements. They contribute to an emerging global standard.

Slide 4

We’ll go through all the key requirements and definitions shortly, but in a nutshell, the core requirements for industry are to annually report specific types of payments that are made to any government in Canada or abroad.

This report has to be made public by the reporting entity for a minimum of 5 years.

Slide 5

The Minister of Natural Resources has been designated as responsible for the Act, including administration and enforcement.

The list of activities on this slide is not exhaustive, but gives a sense of what the department continues to work on to advance implementation of the Act.

Our early approach will focus on identifying the reporting population, and raising awareness of the obligations under the Act. We also anticipate that the first reporting years will be complex for all players, including companies, NRCan, and users of reports. Our focus will be to help support shared learnings in reporting approaches, knowing that there may be honest reporting oversights initially.

This doesn’t change NRCan’s ability to apply enforcement measures firmly should there be blatant disregard for the Act, but generally speaking, in the early years we anticipate a facilitative approach to enforcement that is supportive of improved reporting by companies.

We’re also going to maintain close links with our colleagues in other jurisdictions that are implementing similar measures, knowing that such discussions are important to maintain a level playing field for industry.

Slide 6

NRCan has been working to develop useful tools to support compliance with the Act.

Industry and other stakeholders have been very supportive of this process, and several companies participated in a working group in 2015 to provide advice on the development of the Technical Reporting Specifications and Guidance.

The Technical Reporting Specifications and Guidance documents have been made public on the ESTMA website, alongside other tools such as the reporting templates and other forms. We strongly encourage any interested party to regularly view the guidance provided on the ESTMA website, particular the Frequently Asked Questions.

Slide 7

In this section, I’ll review the key elements of the ESTMA.

Slide 8

This flowchart, found in the Guidance, helps understand whether a company needs to report.

The first step is to identify whether the company qualifies as an entity under the Act. An entity is a business that is involved in the commercial development of oil, gas or minerals.

The second step is to determine whether an entity has any reporting obligations under the ESTMA.

  • Any entity listed on a Canadian stock exchange, must report under the ESTMA.
  • Any entity that operates in Canada and meets two of the three criteria listed, must also report under the ESTMA.
  • Any entities that are not publically traded in Canada or have not met two of the three size criteria in one of the last two years are not reporting entities for a given year but could become reporting entities in future years, should they meet these criteria.

Slide 9

Only specific types of payments need to be reported under the ESTMA. These types of payments are commonly associated with government revenue streams from natural resource development, or in other words, the common types of payments that governments typically levy on businesses that are extracting resources.

The payment categories are also aligned closely with similar categories in the EU Accounting Directives. Alignment on what needs to be reported is key to ensure a level playing field for Canada’s extractive sector.

Payments need to be made in relation to the commercial development of oil, gas or minerals AND they need to fall under one of the categories listed under number 2.

Payments, as a single or series of related payments, for example in one category to one payee, must total $100,000 or more to be reported. The threshold is in Canadian currency.

Slide 10

A reportable payment must be made to a "payee". This is the term in the Act used to describe governments and related organizations that exercise a power, duty, or function of government.

This term means that a payment made to any government in Canada or a foreign state, at any level, whether national, provincial, state, county, municipal, or local authority must be reported, assuming it meets other criteria of a reportable payment.

The term also includes organizations that may be formed by two or more governments, such as cross-border commissions. It also includes bodies / authorities that are exercising a power, duty or function of a government. This captures organizations that may not be a government in name, but are acting under the authority / direction / mandate of a government in Canada or in a foreign state. Important to recall that an organization in this last box must have some relation to either of the two upper boxes.

Finally, payments made to Indigenous governments in Canada, such as an Indigenous Band Council, or an Indigenous Trust, do not have to be reported until June 1, 2017.

Slide 11

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Slide 12

There are 4 general steps that a reporting entity must complete to prepare and file and publish its annual report.

Every reporting entity is to:

  • Enrol with NRCan using the enrolment form available on the ESTMA website,
  • Download the other reporting tools, including the Technical Reporting Specificationsand Guidance documents and reporting template,
  • Fill out the ESTMA report template. NRCan encourages reporting entities to report using the provided Excel template,
  • and publish their report on their website, and submit it to NRCan. Note that, as per the ESTMA, this must be done within 150 days of the completion of each financial year.

Following this step, NRCan will publish a link to the report on the ESTMA website.

Slide 13

The first step is to enrol with NRCan as an ESTMA entity. Reporting entities need to complete and submit a contact form to NRCan in advance of filing their report. The contact form will include basic information about the entity, including legal name, address, contact persons, etc.

Once NRCan receives a completed contact form, the entity will be assigned an ESTMA ID number, to be used for any future correspondence with NRCan related to ESTMA, including on its annual ESTMA report.

This will facilitate communication with NRCan, and allow NRCan to notify entities of any ESTMA updates. It will also make it easier to track reports filed by the reporting entity over the years.

Enrolment has already begun, and NRCan strongly encourages any ESTMA reporting entity to enrol as soon as possible.

Slide 14

Once enrolled, the next step is to obtain the reporting tools from the NRCan website.

These include the reporting templates. Reporting entities have a choice to complete their report using PDF or Excel formats, and the Technical Reporting Specifications include further details on both options.

 

In an ESTMA report, payments are to be organized by country, payee, payment type, and project. These fields are set out in each template. Important to note that the totals by project are not required to match the totals by payee as it may not always be possible to attribute a payment to a project. For example, corporate taxes aren't typically levied by a government at the project level. In such cases where it is not possible, project level disclosure is not required. In addition, cash accounting must be used, as opposed to accrual accounting. The payment is reported when the payment is made that is when it is provided to the payee. As ESTMA reports track payments, refunds are not to be included, however could be mentioned in the notes section of the template.

Finally, each report must include an attestation statement. The templates include two options for attestation:

  • 1. A director or officer of the entity can attest that the information included in the report is true, accurate, and complete, to the best of their knowledge and exercising due diligence.

    Or
  • 2. The director or officer of the entity can attest that they obtained an independent audit opinion that follows Canadian Auditing Standards.

Slide 15

Finally, once a report is completed, the reporting entity must publish the report online so that it is accessible to the Canadian public. The entity must also provide to NRCan the report and the web link where it can be found. In order to be in compliance with the Act, this must be done no later than 150 days after the end of an entity's financial year.

Again, the Technical Reporting Specifications sets out further detailed instructions on these steps.

NRCan will publish the web link to ESTMA reports on its website; however, reporting entities are responsible for keeping the reports available on their websites for at least 5 years.

NRCan does not require businesses that do not make any reportable payments to government within a financial year to submit a report; however, reporting entities should notify NRCan by email within 150 days following the end of their financial year that no report will be submitted for that year.

Slide 16

Here is a sample ESTMA report, with payments broken down by payee and by project.

Slide 17

Some companies may have similar reporting obligations in other jurisdictions, particularly if they have a parent company that is a reporting entity elsewhere. So far, the EU and province of Quebec have similar reporting obligations.

The Act provides some flexibility to avoid reporting entities having to develop multiple reports that contain similar information.

If NRCan determines that another jurisdiction's requirements are an acceptable substitute, a substitution determination stating this will be issued, and will provide general instructions on how to use this determination if it applies to a given situation.

At this point, only the requirements in EU countries and EEA countries that have followed the EU Accounting and Transparency Directives are substitutable. The substitution process is available on the ESTMA website.

Slide 18

We strongly encourage any entity, or other stakeholder to visit the ESTMA website for additional information, including a Frequently Asked Questions that will be regularly updated.

Any questions can be sent directly to the ESTMA team.

 

Information Sheet – Extractive Sector Transparency Measures Act

Version 1.3, Last published on July 2017

Printable version - PDF (716KB)

Overview

The Extractive Sector Transparency Measures Act (ESTMA or the Act) came into force on June 1, 2015. The Act introduces new reporting and transparency obligations for the Canadian extractive sector and contributes to global efforts against corruption in the sector. Canada’s requirements are broadly aligned with those in the European Union (EU) (Transparency and Accounting Directives).

Who needs to report?

Reporting Entities are corporations, trusts, partnerships or other unincorporated organizations engaged in the commercial development of oil, gas or minerals directly or through a controlled organization that are either:

  • Listed on a Canadian stock exchange.
  • Not listed on a Canadian stock exchange but have a place of business in Canada, do business in Canada or have assets in Canada and meet two of the following thresholds in one of their two most recent financial years:
    • Have at least C$20 million in assets.
    • Generated at least C$40 million in revenue.
    • Employ an average of at least 250 employees.

There are no obligations under the ESTMA for those receiving reportable payments.

What needs to be reported?

Reportable payments to a payee must relate to the commercial development of oil, gas or minerals and total at least C$100,000 in one of these payment categories:

  • Taxes (other than consumption and personal income).
  • Royalties.
  • Fees (including rental fees, entry fees and regulatory charges, as well as fees or other consideration for licences, permits or concessions).
  • Production entitlements.
  • Bonuses (including signature, discovery and production bonuses).
  • Dividends (other than dividends paid to payees as ordinary shareholders).
  • Infrastructure improvement payments.

What is a Payee?

  • Any governmentFootnote 1 in Canada or abroad.
  • A body established by two or more governments.
  • Any trust, board, commission, corporation, body or authority that exercises a function, power or duty of any government in Canada or abroad.

* The Act includes a two-year deferral, which ended June 1, 2017 for reporting payments to Indigenous governments in Canada. As of June 1, 2017, reportable payments must be included in the report following the end of the Reporting Entity’s financial year.

When do you report?

Reporting Entities must report on payments made during financial years beginning after June 1, 2015. They are required to publish their report within 150 days following the end of their financial year.

How do you enroll and submit a report?

Reporting Entities must enroll with Natural Resources Canada (NRCan) prior to submitting their annual report. Consult the Technical Reporting Specifications and Guidance available on the NRCan website for further information on reporting.

How does substitution work?

The Act gives the Canadian Minister of Natural Resources authority to allow Reporting Entities to substitute reports prepared in another jurisdiction (whose requirements are determined to be an acceptable substitute) to meet Canada’s requirements. At this time, EU and European Economic Area member countries that have implemented the EU Accounting and Transparency Directives are determined to be an acceptable substitute under the Act.

To find out more on Substitution, including current determinations, visit Substitution Process and Determination.

Information Sheet - ESTMA and payments to Indigenous governments

Version 1.3, Last published on July 2017

Printable version – PDF (709KB)

Please refer to the section Information Sheet – Extractive Sector Transparency Measures Act for completeness.

The following are common questions about the extractive sector reporting payments to Indigenous governments in CanadaFootnote 2 under the Extractive Sector Transparency Measures Act (ESTMA or the Act).

Are Indigenous governments required to report their revenues under the Act

No. Indigenous governments are not required to report under the Act. The Act requires that extractive companies (those engaged in the commercial development of oil, gas or minerals) report payments they make to all levels of government in Canada and abroad.

How does the Act define government?

The term “government” is broadly defined as payee under the Act and includes any government in Canada or abroad. This comprises federal, provincial, regional, municipal and Indigenous governments, among others. Extractive transparency measures in Canada and the European Union use a similar broad definition that recognizes governments around the world come in many forms.

Why was reporting payments to Indigenous governments in Canada deferred?

The requirement for extractive companies to report payments to Indigenous governments in Canada was deferred by two years until June 1, 2017. The deferral responds to comments from Indigenous peoples and industry during the development of the Act that more time was needed to consider the potential implications of reporting payments made to Indigenous governments. During this period, the Government of Canada continued to engage Indigenous peoples and industry.

How does the Act differ from the First Nations Financial Transparency Act?

The First Nations Financial Transparency Act requires First Nations under the Indian Act to prepare and publish certain documents relating to band finances and expenditures. ESTMA requires oil, gas and mining companies to publicly report payments made to all levels of government in Canada and abroad.

Are extractive companies required to disclose their impact and benefit agreementswith Indigenous groups?

No. Extractive companies are not required to disclose impact and benefit agreements (IBA), or other agreements with Indigenous groups. The Act requires extractive companies to report certain types of payments of $100,000 or more made in relation to the commercial development of oil, gas or minerals. Some of these reportable payments might be included in IBAs and other commercial agreements. Extractive companies may provide additional information in their ESTMA report about payments (including those to Indigenous governments).

Will information from the Act affect federal transfer payments to Indigenous governments?

The Act does not modify existing procedures for calculating Canada’s transfer payments to Indigenous communities. Extractive industry reports on payments to Indigenous governments will not be used as a basis to determine federal funding levels.

How has the Government involved Indigenous peoples in developing the Act?

NRCan has engaged Indigenous peoples from the earliest stages of developing the Act in 2013. This has included meeting with Indigenous governments and organizations in bilateral discussions and regional roundtables across the country both during the development of the Act and during the two year deferral period. You can read previous reports on the Government of Canada’s engagement with Indigenous communities on the ESTMA at: http://open.canada.ca/en/consultations/mandatory-reporting-standards-extractive-sector.

How can I learn more?

Additional information is available online, and questions can be emailed to nrcan.ESTMA-LMTSE.rncan@Canada.ca.

* References above to Indigenous governments in Canada relate to section 29 of the Extractive Sector Transparency Measures Act.

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