52-109CP - Certification of Disclosure in Issuers’ Annual and Interim Filings [CP - Rescinded]

Concurrently Published:

• 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings [NI - Rescinded]
• BCN 2010/42 - Adoption of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards and amendments to various securities rules in connection with Canada’s changeover to IFRS [BCN]

Table of Contents

PART 1 – GENERAL
1.1 Introduction and purpose
1.2 Application to non-corporate entities
1.3 Application to venture issuers
1.4 Definitions
1.5 Accounting terms
1.6 Acceptable accounting principles other than Canadian GAAP applicable to publicly accountable enterprises
1.7 Rate-regulated activities

PART 2 – FORM OF CERTIFICATES
2.1 Prescribed wording

PART 3 – CERTIFYING OFFICERS
3.1 One individual acting as chief executive officer and chief financial officer
3.2 Individuals performing the functions of a chief executive officer or chief financial officer
3.3 “New” certifying officers

PART 4 – FAIR PRESENTATION, FINANCIAL CONDITION AND RELIABILITY OF FINANCIAL REPORTING
4.1 Fair presentation of financial condition, financial performance and cash flows
4.2 Financial condition
4.3 Reliability of financial reporting

PART 5 – CONTROL FRAMEWORKS FOR ICFR
5.1 Requirement to use a control framework
5.2 Scope of control frameworks

PART 6 – DESIGN OF DC&P AND ICFR
6.1 General
6.2 Overlap between DC&P and ICFR
6.3 Reasonable assurance
6.4 Judgment
6.5 Delegation permitted in certain cases
6.6 Risk considerations for designing DC&P and ICFR
6.7 Control environment
6.8 Controls, policies and procedures to include in DC&P design
6.9 Controls, policies and procedures to include in ICFR design
6.10 Identifying significant accounts and disclosures and their relevant assertions
6.11 ICFR design challenges
6.12 Corporate governance for internal controls
6.13 Maintaining design
6.14 Efficiency and effectiveness
6.15 Documenting design

PART 7 – EVALUATING OPERATING EFFECTIVENESS OF DC&P AND ICFR
7.1 General
7.2 Scope of evaluation of operating effectiveness
7.3 Judgment
7.4 Knowledge and supervision
7.5 Use of external auditor or other third party
7.6 Evaluation tools
7.7 Certifying officers’ daily interaction
7.8 Walkthroughs
7.9 Reperformance
7.10 Self-assessments
7.11 Timing of evaluation
7.12 Extent of examination for each annual evaluation
7.13 Documenting evaluations

PART 8 – USE OF A SERVICE ORGANIZATION OR SPECIALIST FOR AN ISSUER’S ICFR
8.1 Use of a service organization
8.2 Service auditor’s reporting on controls at a service organization
8.3 Elapsed time between date of a service auditor’s report and date of certificate
8.4 Indicators of a material weakness relating to use of a service organization
8.5 Use of a specialist

PART 9 – MATERIAL WEAKNESS
9.1 Identifying a deficiency in ICFR
9.2 Assessing significance of deficiencies in ICFR
9.3 Factors to consider when assessing significance of deficiencies in ICFR
9.4 Indicators of a material weakness
9.5 Conclusions on effectiveness if a material weakness exists
9.6 Disclosure of a material weakness
9.7 Disclosure of remediation plans and actions undertaken

PART 10 – WEAKNESS IN DC&P THAT IS SIGNIFICANT
10.1 Conclusion on effectiveness of DC&P if a weakness exists that is significant
10.2 Interim certification of DC&P design if a weakness exists that is significant
10.3 Certification of DC&P if a material weakness in ICFR exists

PART 11 – REPORTING CHANGES IN ICFR
11.1 Assessing the materiality of a change in ICFR

PART 12 – ROLE OF BOARD OF DIRECTORS AND AUDIT COMMITTEE
12.1 Board of directors
12.2 Audit committee
12.3 Reporting fraud

PART 13 – CERTAIN LONG TERM INVESTMENTS
13.1 Underlying entities
13.2 Fair presentation
13.3 Design and evaluation of DC&P and ICFR

PART 14 – BUSINESS ACQUISITIONS
14.1 Access to acquired business
14.2 Disclosure of scope limitation

PART 15 – VENTURE ISSUER BASIC CERTIFICATES
15.1 Venture issuer basic certificates
15.2 Note to reader included in venture issuer basic certificates
15.3 Voluntary disclosure regarding DC&P and ICFR

PART 16 – CERTIFICATION REQUIREMENTS FOR A NEW REPORTING ISSUER AND AN ISSUER THAT BECOMES A NON-VENTURE ISSUER
16.1 Certification requirements after becoming a non-venture issuer

PART 17 – EXEMPTIONS
17.1 Issuers that comply with U.S. laws

PART 18 – LIABILITY FOR CERTIFICATES CONTAINING MISREPRESENTATIONS
18.1 Liability for certificates containing misrepresentations

PART 19 – TRANSITION
19.1 Representations regarding DC&P and ICFR following the transition periods
19.2 Application of Amendments

PART 20 – CERTIFICATION OF REVISED OR RESTATED ANNUAL OR INTERIM FILINGS
20.1 Certification of revised or restated annual or interim filings
20.2 Disclosure considerations if an issuer revises or restates a continuous disclosure document