SEC Issues Anti-Corruption Rule for Resource Extraction Firms

By:
Chris Gaetano
Published Date:
Jun 28, 2016
ConflictGoldThe Securities and Exchange Commission issued new rules that require companies to disclose any payments they make to foreign governments in exchange for commercial development rights to oil, gas, or mineral extraction. The regulations, one of the provisions in the Dodd-Frank Act, is intended to introduce transparency to firm dealings as a curb against corruption. 

More specifically, the final rules require that firms disclose any payments made to further commercial development of oil, natural gas or minerals, provided those payments meets or exceeds $100,000 during the same fiscal year. "Commercial development" includes activities such as exploration, extraction, processing, export, or the acquisition of a license for any of the aforementioned activities. The regulation defines payments as taxes, royalties, fees (including licensing fees), production entitlements, bonuses, dividends, payments for infrastructure improvements, and, if required by law or contract, community and social responsibility payments. 

The disclosures, which would be done annually on the Form SD, will be made at the project level. They apply not only to the issuer, but to any entities over which the issuer has control, such as subsidiaries. 

There are two exceptions to the rules: 

The first is that if a resource extraction issuer has acquired a company previously not subject to the final rules, they won't need to report payment information for that company until the first fiscal year following the acquisition. The second is that payments related to exploratory activities get a one-year reporting delay. The rules also give the SEC discretion to provide further exceptions on a case-by-case basis. 

Issuers have until Sept. 28, 2018 to comply with the new rules. 

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