Certification of Disclosures
Management of public companies are required to assess and annually assert to the effectiveness of the company's internal controls, disclosure and procedure controls. Companies must plan their approach and how they will ensure compliance, as well as assess and design controls to ensure operating effectiveness and monitor these controls. OSC/CSA Certification is ongoing, so the process will need to be evergreen.
Issuers will file separate annual and interim certificates, which must be personally signed by the CEO and CFO. Annual certificates must be filed concurrently with annual financial statements, MD&A and AIF. Interim certificates must be filed as interim filings.
Certifications about Annual Interim Filings
CEO's and CFO's will certify that:
- They have reviewed the annual/interim filings
- Based on their knowledge, the annual/interim filings do not contain any untrue statement of material fact or omit to state a material fact that is necessary to make a statement not misleading.
- Based on their knowledge, the annual/interim financial statements, together with other financial information in filings, fairly present in all material respects the financial condition, results of operations and cash flow of the issuer.
- They are responsible for establishing and maintaining disclosure controls and procedures and internal controls over the financial reporting of the issuer and have:
- Designed disclosure controls and procedures to provide reasonable assurance that material information relating to the issuer is made known to them.
- Designed internal controls over financial reporting regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuers GAAP.
- For Annual Certifications only, evaluated the effectiveness of disclosure controls and procedures, and have caused the issuer to disclose their conclusions in the annual MD&A
- Caused the issuer to disclose in the MD&A any change in the issuer's internal controls over financial reporting that has materially affected or is reasonably likely to materially affect the issuer's internalo control over financial reporting.
- All significant deficiencies and material weaknesses in internal controls
- Any fraud (material or not) involving persons with a significant role in internal controls
- Certifications are also required indicating that significant changes internal controls have been disclosed in MD&A
Effective Dates
There are:
- Exemptions for issuers that comply with the certifications of Sarbanes-Oxley and file those certifications on SEDAR
- Annual Effective Dates and Interim Certifications required for fiscal years beginning on or after January 1, 2004.
For more information, click here to refer to the rules on the OSC website.
