5 - Ongoing Requirements for Issuers and Insiders

52-325 Certification Compliance Review [CSA Staff Notice]
Published September 11, 2009
Effective September 11, 2009
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This notice outlines the results of a recent review conducted by staff of the Canadian Securities Administrators (staff or we) of compliance with the provisions of National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (Certification Instrument or NI 52-109).

NI 52-109 came into force on December 15, 2008, at which time Multilateral Instrument 52 109 Certification of Disclosure in Issuers’ Annual and Interim Filings (MI 52-109) was repealed.  The purpose of the Certification Instrument is to improve the quality and reliability of reporting issuers’ annual and interim disclosure. We believe that this, in turn, will help to maintain and enhance investors’ confidence in the integrity of our capital markets.  See Appendix A of this notice for a summary of the most significant changes from MI 52-109 to NI 52-109.

Executive Summary

Of the total reporting issuers reviewed, 38% appeared to substantively comply with the requirements of NI 52-109 such that no action was required.  However, of the remaining 62% of issuers reviewed, we identified some level of non-compliance with the provisions of the Certification Instrument. For 30% of reporting issuers reviewed, the filings were so deficient that the issuers were required to refile their annual MD&A and/or certificates. For 32% of the issuers reviewed, we required the issuers to make prospective changes in future filings.
Staff expects that issuers’ compliance with NI 52-109 will improve as issuers become more familiar with the requirements. Meanwhile, we will continue to monitor compliance with these requirements closely.

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