BCN 2008/49 - Adoption of National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings [BCN - Lapsed]

Concurrently Published:

• 52-109 - Certification of Disclosure In Issuers’ Annual and Interim Filings [NI - Rescinded] - For financial years beginning before January 1, 2011
• 52-109CP - Certification of Disclosure in Issuers’ Annual and Interim Filings [CP - Rescinded] - For financial years beginning before January 1, 2011
• 52-109F1 - Certification of annual filings - full certificate [F - Rescinded] - For financial years beginning before January 1, 2011
• 52-109F1 - AIF Certification of annual filings in connection with voluntarily filed AIF [F]
• 52-109F1 - IPO/RTO Certification of annual filings following an initial public offering, reverse takeover or becoming a non-venture issuer [F - Rescinded] - For financial years beginning before January 1, 2011
• 52-109F1R - Certification of refiled annual filings [F]
• 52-109F2 - Certification of interim filings - full certificate [F - Rescinded] - For financial years beginning before January 1, 2011
• 52-109F2 - IPO/RTO Certification of interim filings following an initial public offering, reverse takeover or becoming a non-venture issuer [F - Rescinded] - For financial years beginning before January 1, 2011
• 52-109F2R - Certification of refiled interim filings [F - Rescinded] - For financial years beginning before January 1, 2011
• 52-109FV1 - Certification of annual filings - venture issuer basic certificate [F - Rescinded] - For financial years beginning before January 1, 2011
• 52-109FV2 - Certification of interim filings - venture issuer basic certificate [F - Rescinded] - For financial years beginning before January 1, 2011
• 52-323 - Coming into Force of National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings and Consequential Policy Amendments [CSA Staff Notice]
• 52-510 - Transitional Variation of and Exemption from Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filing [BCI - Revocation]
• 52-511 - Relief for OTC Reporting Issuers from Certain Certification Requirements [BCI - Revoked]

Effective December 15, 2008, we and other members of the Canadian Securities Administrators (CSA) are adopting

• National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings
• Forms 52-109F1, 52-109FV1, 52-109F1-IPO/RTO, 52-109F1R, 52-109F1-AIF, 52-109F2, 52-109FV2, 52-109F2-IPO/RTO and 52-109F2R, and
• Companion Policy 52-109CP Certification of Disclosure in Issuers’ Annual and Interim Filings

(together, the new certification rule)

and consequential amendments to Form 51-102F1 Management’s Discussion and Analysis.

Effective December 15, 2008, we and other members of the CSA are repealing

• Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, and
• Forms 52-109F1, 52-109FT1, 52-109F2 and 52-109FT2

and rescinding existing Companion Policy 52-109CP Certification of Disclosure in Issuers’ Annual and Interim Filings.
Also effective December 15, 2008, we are

• revoking BCI 52-510 Transitional Variation of and Exemption from Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, which is no longer needed,
• replacing BCI 52-511 Relief for Venture Issuers and OTC Reporting Issuers from Certain Certification Requirements, with an updated BCI 52-511 that applies only to OTC reporting issuers in British Columbia, and
• amending Companion Policy 51-509CP as set out in Appendix A.

Substance and purpose of new certification rule and amendments
The purpose of the new certification rule is to increase management’s focus on, and accountability for, the quality, reliability and transparency of financial reporting.

The new certification rule closes a gap in current requirements by adding a requirement for management of a non-venture issuer to certify annually that they have evaluated the effectiveness of the issuer’s internal control over financial reporting (ICFR) and that the issuer has disclosed in its annual MD&A the results of that evaluation.

The new certification rule also permits management of a venture issuer to file an alternative form of basic certificate that does not contain certifications relating to the issuer’s disclosure controls and procedures and ICFR. This makes permanent the relief provided a year ago under BCI 52-511 and comparable measures in other CSA jurisdictions. Effective December 15, a new version of BCI 52-511 will apply only to OTC reporting issuers. It continues to permit management of an OTC reporting issuer in British Columbia to file an alternative form of basic certificate that is substantially the same as the certificate venture issuers are permitted to file.

The amendments to Form 51-102F1 clarify the cross-references to an issuer’s MD&A disclosure obligations under the new certification rule.

Prior publications
We published earlier versions of the new certification rule for comment on March 30, 2007 (BCN 2007/17) and April 18, 2008 (BCN 2008/22). On August 15, 2008, we published advance notice that, subject to government approval, we expected to adopt the new certification rule and amendments effective December 15, 2008 (BCN 2008/38).

Questions
You may refer questions to:

December 5, 2008

Douglas M. Hyndman
Chair

Ref:  National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings
Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings
BCI 52-510 Transitional variation of and exemption from Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings
BCI 52-511 Relief for venture issuers and OTC reporting issuers from certain certification requirements

This Notice may refer to other documents. You can find these documents at the BC Securities Commission public website at www.bcsc.bc.ca in the Commission Documents
 

APPENDIX A

AMENDMENT TO COMPANION POLICY 51-509CP ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS

1. Companion Policy 51-509CP is amended by deleting the last sentence of section 2.1 and substituting the following:

“BC Instrument 52-511 Relief for OTC Reporting Issuers from Certain Certification Requirements, permits an OTC reporting issuer that is not a reporting issuer in any other Canadian jurisdiction to file an alternative form of certificate under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109). This alternative form of certificate is substantially the same as the form of certificate filed by a venture issuer under NI 52-109. An OTC reporting issuer that is a reporting issuer in another Canadian jurisdiction should file the form of certificate required under NI 52-109, which will depend on whether the OTC reporting issuer is a venture issuer or a non-venture issuer as defined in securities legislation.”

2. This amendment comes into force on December 15, 2008.