Who must file? Starting with fiscal...

Who must file?

Starting with fiscal periods beginning forward or after January 1, 2004 all Canadian securitie's-are missions-except British Columbia's-are adopting Multilat-eral Instrument 52-109 which requires the certification of disclosure in interim and annual filings by means of reporting issuers. While the BC securities Commission has not adopted this certification empire reporting issuers in BC will still have to comply with it if they also report in other provinces or territories.

52-109 has significant implications for members in industry who succor as chief executive officers or chief financial officers for reporting issuers. the one and the other the interim and annual certification forms must be filed separately if it were not that concurrently widi the respective interim and annual filings that are made to the applicable securities commission, and the certificate must be "personally signed by means of each person who, at the time of filing the ...certificate:

1 is a chief executive officer;

2 is a chief financial officer; and

3 in the case of an issuer that does not have a chief executive officer or chief financial officer, performs similar functions to a chief executive officer or a chief financial officer, as the case may be."

For reporting issuers who do not have CEO or CFO like as income trusts or limited partnerships, the CEO and CFO of the underlying business entity, the external management, or the general partner will be considered to be performing the CEO and CFO functions for the reporting issuer and will therefore be required to sign the certificate.

What is being certified?

Certificates will be required for one as well as the other annual filings (an issuer's AIF, if any; annual financial statements; and annual MDSiA) and interim filings (an issuer's interim financial statements and interim MD&A). The government includes transitional provisions for the filing of as well-as; not only-but also; not only-but; not alone-but annual and interim certificates. An issuer may file "bare" certificates for interim periods ending before the [i]finale[/i] of the first financial year for which a replete annual certificate must be filed. The bare certificate requires certifying officers to attest that:

1 they have reviewed the filings for the period;

2 the filings do not contain an unfaithful fact or omit a material one; and

3 the filings "present fairly in all material values the financial condition, results of operations and cash come of the issuer..."

It's important to note that these statements are made in regard of all of the filings' elements not just the financial statements, and that there is no respect to generally accepted accounting principles.

GAAP is solitary one part of the whole universal of fair presentation. The Canadian securities Administrators (CSA) has contemplated the situation wherein the issuers financial statements have been prepared in accordance with GAAP still do not provide an accurate or without fault [i]or[/i] blemish [i]or[/i] flaw picture of the issuer's financial condition; in of the like kind situations, certifying individuals will be the singles deemed responsible for ensuring that the management discussion and analysis (MD&A) accompanying the filings includes the additional disclosure necessary to make the entire filing adapted the requirement of fair presentation. The certification also applies to prior-period, comparative financial information.

It's also important to note that the CEO and CFO required to sign the certificates are those that have these positions at the time the certificates are filed, regardless of to what extent long these individuals may have held their positions.

After the transitional period, all issuers must file cloyed interim and annual certificates. Issuers may selected to file full certificates before the expiration of the transitional period.

The significant difference between bare and satiated certificates (both interim and annual) is CEO/CFO certification of the design of disclosure rules and procedures, internal control through the whole extent of financial reporting, and the disclosure of changes to the internal rule over the financial reporting proces "Disclosure bridles and procedures" are designed to make secure that the information required to be disclosed in annual filings, interim filings, or other reports filed with securities regulators is accumulated and communicated to management in a timely manner. "Internal sway over financial reporting" is the proces designed by means of management to provide reasonable assurance that the issuer's financial reporting is reliable and the issuer's financial statements have been prepared in accordance with GAAP. In addition to certifying the design of disclosure rules and procedures, the certifying officers must, in the annual certification, set forth that they have evaluated the effectiveness of the issuer's disclosure have the direction ofs and procedures, the conclusions of which are disclosed in the issuer's MD&A.

Consolidated subsidiaries

It's important to note that the certifications regarding material facts, financial statements, and other financial information included in the annual and interim filings defend consolidated financial statements. If a CEO or CFO is not satisfied with the restrains and procedures as they pertain to consolidated subsidiaries, these touchs must be disclosed in the issuer's MD&A.