As companies that are required to comply with the U.S. Securities and Exchange Commission’s (SEC) reporting obligations that apply to foreign private issuers gear up for the 2012 reporting season, we have prepared an overview of the corporate governance and disclosure matters that these companies should consider as they prepare this season’s disclosure materials. Some of these matters are requirements of the new SEC rules and others are based on lessons gleaned from the 2011 reporting season. The items included in the checklist below will not apply equally to all companies. Whether a particular item applies and how a company should address it will depend on, among other things, the company’s operating segments, investments and operations.

- Note new filing deadline for Form 20-F. Foreign private issuers should note that beginning with the filing of the Form 20-F for a fiscal year ending after December 15, 2011, the forms must be filed within four months after the end of the fiscal year covered by the Form 20-F (e.g., April 30, 2012, for calendar year companies). The deadline was shortened by 60 days. When the SEC was considering this change a number of constituents voiced concern about the ability of their companies to comply with the new deadlines. Foreign private issuers should consider their reporting schedules carefully to accommodate the timing requirements and ensure that simultaneous filings in other jurisdictions are not materially inconsistent with their Form 20-F. The filing deadline for companies that file their annual report on Form 40-F has not changed. Those companies must continue to file the Form 40-F on the same date that filing is required in Canada...