Effective December 15, 2008, the Canadian Securities Administrators (“CSA”) have replaced Multilateral Instrument 52-109 – Certification of Disclosure of Issuers’ Annual and Interim Filings, and its related forms and companion policy (collectively, the “Old Rules”) with National Instrument 52- 109 – Certification of Disclosure of Issuers’ Annual and Interim Filings, and its related forms and companion policy (collectively the “New Rules”). In conjunction with the New Rules, the CSA also made consequential amendments to National Instrument 51-102 – Continuous Disclosure Obligations. The New Rules apply to all reporting issuers other than investment funds.
The purpose of the New Rules is to “improve the quality and readability of reporting issuers’ annual and interim disclosure”. The New Rules incorporate a number of new requirements and are similar to rules currently in effect in the United States adopted by the Securities and Exchange Commission (“SEC”), with a few notable exceptions. For example, unlike the SEC, the CSA will not require external auditor attestation. The changes in the New Rules are of greatest significance to non-venture issuers that do not make filings with the SEC under Rules 302 and 404 of the Sarbanes-Oxley Act (“SOX”) and cannot rely on exemptions available for issuers that make such filings with the SEC.