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

Concurrently Published:

• BCN 2007/17 - Request for Comment on Proposed Repeal and Replacement of Multilateral Instrument 52-109, Forms 52-109F1, 52-109FT1, 52-109F2 and 52-109FT1 and Companion Policy 52-109CP Certification of Disclosure in Issuers’ Annual and Interim Filings [BCN - Lapsed]

TABLE OF CONTENTS

PART 1 - GENERAL
1.1 Introduction and purpose
1.2 Application to non-corporate entities
1.3 Definitions

PART 2 - FORM OF CERTIFICATES
2.1 Prescribed language

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 Delegation permitted
3.4 "New" certifying officers

PART 4 - FAIR PRESENTATION AND FINANCIAL CONDITION
4.1 Fair presentation of financial condition, results of operations and cash flows
4.2 Financial condition

PART 5 - CONTROL FRAMEWORKS FOR ICFR
5.1 No requirement to use a control framework
5.2 Types of control frameworks
5.3 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 Risk considerations for designing DC&P and ICFR
6.6 Control environment
6.7 Controls, policies and procedures to include in DC&P design
6.8 Controls, policies and procedures to include in ICFR design
6.9 Identification of significant accounts and relevant assertions in the context of a top-down, risk-based approach
6.10 ICFR design challenges
6.11 ICFR design accommodation
6.12 Corporate governance for internal controls
6.13 Maintaining design
6.14 Efficiency and effectiveness
6.15 Documenting design

PART 7 - EVALUATION OF DC&P AND ICFR
7.1 General
7.2 Scope of evaluation
7.3 Judgment
7.4 Knowledge, supervision and objectivity
7.5 Use of external auditor or other independent third party
7.6 Evaluation tools
7.7 Certifying officers' daily interaction
7.8 Walkthroughs
7.9 Reperformance
7.10 Timing of evaluation
7.11 Scope of evaluation for venture issuers relying on the ICFR design accommodation
7.12 Documenting evaluations

PART 8 - IDENTIFICATION AND DISCLOSURE OF A REPORTABLE DEFICIENCY
8.1 ICFR - reportable deficiency
8.2 Assessing significance of deficiencies in ICFR
8.3 Strong indicators of a reportable deficiency
8.4 Disclosure of a reportable deficiency in ICFR relating to design
8.5 Disclosure of a reportable deficiency in ICFR relating to operation
8.6 Reporting of changes in ICFR after remediation
8.7 Disclosure for venture issuers relying on the ICFR design accommodation

PART 9 - ROLE OF BOARD OF DIRECTORS AND AUDIT COMMITTEE
9.1 Board of directors
9.2 Audit committee
9.3 Reporting of fraud

PART 10 - SUBSIDIARIES, VARIABLE INTEREST ENTITIES, PROPORTIONATELY CONSOLIDATED ENTITIES, EQUITY INVESTMENTS AND PORTFOLIO INVESTMENTS
10.1 Underlying entities
10.2 Fair presentation
10.3 Design and evaluation of DC&P and ICFR

PART 11 - BUSINESS ACQUISITIONS
11.1 Access to acquired business
11.2 Disclosure of scope limitation

PART 12 - EXEMPTIONS
12.1 Issuers that comply with U.S. laws

PART 13 - LIABILITY FOR CERTIFICATES CONTAINING MISREPRESENTATIONS
13.1 Liability for certificates containing misrepresentations

PART 14 - TRANSITION
14.1 Representations regarding DC&P and ICFR following the transition periods