Foreign Private Issuers

The term foreign private issuer refers to any non-U.S. issuer, unless:

1. More than 50 percent of the issuer's outstanding voting securities are held by U.S. residents, and
2. The majority of the executive officers or directors are US residents or more than 50 percent of the issuer's assets are located in the United States or its business is administered principally in the United States.

The SEC's recently-issued listing included almost 500 Canadian FPIs (approximately half of which trade over-the-counter) as of December 31, 2006.  Canadian FPIs must file their annual report on Form 20F or on Form 40-F, depending upon their specific situation.

The major differences between Canadian and U.S. requirements affecting Canadian FPIs are discussed in the following sections:

• Financial reporting matters
• Internal control certification
• Audit committee requirements