CSA publish notice of revised NI 52-109 regarding certifications
The CSA today published notice of National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109). The purpose of this notice is to confirm the repeal and replacement of MI 52-109 (the Certification Rules) and all related forms, as well as consequential amendments to Form 51-102 F1 Management’s Discussion & Analysis (the MD&A Form). NI 52-109 seeks to improve the quality and reliability of disclosure by requiring a CEO, CFO, or someone performing similar functions to personally certify certain prescribed representations.
Pursuant to these proposed amendments to the Certification Rules, in addition to the certifications that an issuer’s CEO and CFO are required to make today, they will also have to certify that they have evaluated the effectiveness of the issuer's internal control over financial reporting and have caused the issuer to disclose their conclusions about such effectiveness in the issuer's MD&A. (Today, the certificates include representations about the design of disclosure controls and procedures and internal control over financial reporting, and only as to the effectiveness of disclosure controls and procedures).
Under the amended Certification Rules, venture issuers will not be required to include any representations in their certificates regarding disclosure controls and procedures or internal control over financial reporting (currently, venture issuer’s have been given an exemption from including these representations by way of a blanket order or equivalent issued by securities regulators).
These amendments are scheduled to come into effect on December 15, 2008.
