National Instrument 52-109

On August 15, 2008, the Canadian Securities Administrators (CSA) announced that Multilateral Instrument 52-109 and all related forms will be repealed and replaced with National Instrument 52-109 along with new forms, consequential amendments to the MD&A form and a new companion policy.

In addition to current certification requirements, the new materials will require an issuer’s CEO and CFO to personally certify that they have evaluated the effectiveness of the issuer's internal control over financial reporting (ICFR) and have caused the issuer to disclose their conclusions about the effectiveness of ICFR in the issuer's MD&A for financial years ending on or after December 15, 2008 provided that all required ministerial approvals are obtained. Under the new rules, venture issuers will not be required to include representations in their certificates relating to disclosure controls and procedures and ICFR.

The CSA recognizes the timing concerns of issuers, but believes there is adequate time to meet the operating effectiveness certification requirement prior to the first filing deadline, which will be in March 2009 for most issuers.

MNP Perspective

Given that the CSA published a proposed effective date of December 15, 2008 in April 2008 and provided issuers with advanced notice with the publication of CSA Staff Notice 52-322, the majority of non-venture issuers should be well underway with the execution of their risk-based evaluation programs and remediation of any control deficiencies. With the release of the new companion policy, we encourage issuers to reassess their compliance efforts in consideration of the expanded guidance and ensure their processes are aligned with an established control framework.

To find out how MNP can help you, please contact your local MNP advisor or call Gordon Chan, CA, CFE, Enterprise Risk Services Leader at 1.877.500.0792.

CSA Notice on NI 52-109 (Adobe PDF Document) (865 KB)