Notice

Amendments to MI 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings Come Into Force June 6, 2005

The Securities Commission (Adoption of National Instruments) Amendment Regulations, 2005 No. 3 will come into force on June 6, 2005.  The regulations adopt amendments to Multilateral Instrument MI 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("MI 52-109").

The amendments extend the transition period for complying with the requirement to certify internal control over financial reporting in MI 52-109. 

MI 52-109 came into force on March 30, 2004.  MI 52-109 requires the CEO and CFO of an issuer to personally certify that: 

·         the issuer's annual and interim filings do not contain any misrepresentations or omit to state any material facts;

·         the financial statements and other financial information in the annual filings and interim filings fairly present the financial condition, results of operations and cash flows of their issuers for the relevant time period;

·         they have designed disclosure controls and procedures and internal controls over financial reporting (or caused them to be designed under their supervision);

·         they have evaluated the effectiveness of such disclosure controls and procedures and caused their issuers to disclose their conclusions regarding their evaluation; and

·         they have caused their issuers to disclose certain changes in internal control over financial reporting. 

Purpose of the amendments
Under current MI 52-109 reporting issuers are permitted to file a bare certificate for financial years ending on or before March 30, 2005.  The bare certificate does not require the certifying officers to include representations relating to disclosure controls and procedures or internal control over financial reporting.  The current MI 52-109 requires reporting issuers to file a full certificate for financial years ending after March 30, 2005. 

At the time that current MI 52-109 was finalized, the CSA believed that a one-year transition period for reporting issuers to file a bare certificate would be enough time for certifying officers to be able to comply with the full certificate requirements.
 

The CSA is concerned that certifying officers have not had sufficient time to satisfy themselves that they have an appropriate basis to support the representations required by the full certificate relating to internal control over financial reporting.  To address this concern, the amendments to MI 52-109 extend the transition time for the following representations until financial years ending on or after June 30, 2006:

·         the certifying officers are responsible for establishing and maintaining internal control over financial reporting;
 

·         they have designed internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP; and
 

·         they have caused the issuer to disclose certain changes in the issuer’s internal control over financial reporting.

The amendments will come into force on June 6, 2005.

May 17, 2005

Contact:

Barbara Shourounis
Director
Securities Division
Saskatchewan Financial Services Commission
(306) 787-5842
bshourounis@sfsc.gov.sk.ca