52-109F1 - IPO/RTO - Certification of annual filings for financial years ending within 90 days of an initial public offering or reverse takeover [F Proposed - Lapsed]
- 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]
I, ‹identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer’s title is not “chief executive officer” or “chief financial officer” of the issuer, whether the certifying officer is providing the certificate in the capacity of a chief executive officer or a chief financial officer›, certify that:
1. Review: I have reviewed the issuer’s AIF, if any, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together the annual filings) of ‹identify issuer› (the issuer) for the financial year ended ‹state the relevant date›.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) for the issuer.
5. Design:andlt;Except for any qualification referred to in paragraph 5.1,andgt; The issuer’s other certifying officer(s) and I have, as at the financial year end, designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
(a) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and
(b) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.
andlt;insert paragraph 5.1(a)(i), (a)(ii) or (a)(iii) as applicable, and paragraph (b):
5.1 Limitation on scope of design: The issuer has disclosed in its annual MD&A:
(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P to exclude controls, policies and procedures of:
(i) a proportionately consolidated entity in which the issuer has an interest;
(ii) a variable interest entity in which the issuer has an interest; or
(iii) a business that the issuer acquired not more than 90 days before the issuer’s financial year end; and
(b) summary financial information of the proportionately consolidated entity, variable interest entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.
6. Evaluation:The issuer’s other certifying officer(s) and I have evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of the DC&P at the financial year end based on such evaluation.
Date:andlt;insert date of filingandgt;
andlt;If the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate whether the certifying officer is providing the certificate in the capacity of a chief executive officer or a chief financial officer.andgt;