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52-109, Certification of Disclosure in Issuers' Annual and Interim Filings, to which this publication refers, was repealed and replaced with National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109) and related forms and policies.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. |
Understanding Disclosure Controls and Procedures:
Helping CEOs and CFOs Respond to the Need for Better Disclosure (December 2005)
by Peter W. Roberts, FCA, CPA (Illinois) and Gordon Beal, CA
Under the guidance of the Disclosure Controls and Procedures Task Force
Overview
Recent changes to Canadian securities laws have increased the importance of reviewing and maintaining an effective system of disclosure controls and procedures (DCP). There is an increasing demand for better disclosure from Canadian public companies. - Canadian issuers are required to provide all existing or potential investors with equal access to information that may affect their investment decisions, through increasingly complex continuous disclosure obligations.
- Beginning with fiscal years ending on or after March 31, 2005, issuers in Canada must file certificates of their CEOs and CFOs attesting to their disclosure controls and procedures and the content of their public disclosures.
- As of December 31, 2005, secondary market investors will have a statutory right in Ontario to sue public issuers for materially inaccurate, incomplete or misleading disclosure or failure to make timely disclosure.
The CICA’s Risk Management and Governance Board (RMGB) has developed this briefing to raise the awareness of CEOs, CFOs, and Directors of Canadian public companies with respect to the regulatory requirements for DCP and the role of DCP in improving disclosure. The briefing is also intended to help issuers respond to the emerging risk of disclosure-related civil litigation. The main text and Appendices can be downloaded separately as follows: |
