A renewed focus on NI 52-109 – What this means to you

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For the past three years, public companies have been certifying their disclosure controls and procedures (DC&P) and internal controls over financial reporting (ICFR) under National Instrument 52-109 (NI 52-109) with relatively light regulatory enforcement. However, this appears to be changing as securities regulators are renewing their focus on NI 52-109 following the recent Canadian Securities Administrators (CSA) report on certification compliance which found issues with over 50% of companies’ disclosure. Subsequently, the Ontario Security Commission (OSC) has begun performing in-depth reviews of NI 52-109 programs including extensive documentation reviews and interviews with certifying officers and members of the audit committee. In cases where companies do not measure up to regulatory expectations, the OSC will have the authority to initiate enforcement proceedings.