Advisory: Readers should note that effective December 15, 2008, Multilateral Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings, to which this publication refers, was repealed and replaced with National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109) and related forms and policies. The new National Instrument contains changes to issuers’ responsibilities regarding CEO and CFO certifications. Readers should consult the new National Policy, which is available on the website of the Ontario Securities Commission at www.osc.gov.on.ca. |
The Risk Management and Governance Board (the RMG Board) of the Canadian Institute of Chartered Accountants commissioned this document to help CEOs and CFOs of smaller reporting issuers to fulfill their responsibilities regarding certification and disclosure about internal control over financial reporting (ICFR) that became effective in 2006. While this publication was initially directed at helping smaller issuers, the disclosure framework and examples may be helpful to larger issuers too. The Canadian Securities Administrators’ (CSA) Multilateral Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, requires CEOs and CFOs to include for the first time in their 2006 annual certificates declarations about the design of ICFR and about providing in the MD&A disclosure regarding changes in ICFR. This is in addition to the existing certifications that address disclosure controls and procedures (DC&P) and providing in the MD&A disclosure of their conclusions from evaluating DC&P. These certifications will now be required throughout 2007, since expected changes to MI 52-109 will not come into effect until 2008. This publication builds on Internal Control 2006: The Next Wave of Certification, Guidance for Management, which provides CEOs and CFOs (and other management) with a top-down, risk-based process to follow in certifying the design of ICFR, including a methodology for assessing ICFR design weaknesses and deciding on necessary disclosures. This publication also complements existing CICA publications dealing with control, risk, corporate governance, disclosure and CFO responsibilities. The guidance in the Internal Control 2006: The Next Wave of Certification, Guidance for Management and Guidance for Directors publications was developed for the benefit of TSX and venture issuers in general, with only limited attention to the circumstances of smaller issuers. This new publication was commissioned to address the special certification and disclosure challenges that are faced by smaller reporting issuers, whether TSX or TSX Venture listed. It may also be of value to larger issuers in addressing disclosure issues where ICFR design weaknesses have been found to exist. Related publications |
