The Canadian Securities Administrators (CSA) today released the findings of its Staff Review of compliance with National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings. Similar to the review of 2008 annual MD&A and CEO/CFO certifications conducted last year, this year's review was intended to evaluate the level of improvement in compliance with NI 52-109 and to raise awareness among issuers regarding their certification disclosure obligations. The notice also provides issuers with guidance in satisfying their compliance obligations.
Ultimately, the review's findings showed an improvement in the level of compliance compared to last year's review. Specifically, the percentage of issuers requested to re-file MD&A and certificates declined from 16% to 12%, while the percentage requested to re-file only certificates declined from 14% to 10%. Meanwhile, the percentage of issuers from whom no action was required increased from 38% to 45%.
Some of the deficiencies noted include issues with the content of CEO/CFO certifications, including related MD&A disclosure, problems with issuers who were required to re-filed interim or annual financial statements to correct accounting errors and MD&A disclosure relating to the impact of International Financial Reporting Standards (IFRS) on internal control over financial reporting and disclosure controls and procedures.
Going forward, the CSA state that they will continue to review issuers' compliance and will take action when deficiencies are identified. For a more comprehensive summary of the CSA's findings, see CSA Staff Notice 52-327 Certification Compliance Update.