APPENDIX C COMPARISON TO THE MATERIALS PUBLISHED ON JUNE 27, 2003 Multilateral Instrument 52-109 Certification Of Disclosure In CompaniesIssuers’ Annual And Interim Filings
Part 1 – Definitions, and Application and Transition 1.1 Definitions 1 - In this Instrument, “AIF” has the meaning ascribed to it in NI 51-102; “annual certificate” means the certificate required to be filed pursuant to Part 2 of this Instrument;;
“annual filings” means the issuer’s annual information formAIF, if any, and annual financial statements and annual MD&A, that have been most recently filed under provincial and territorial securities legislation for the most recently completed financial year, including for greater certainty all documents and information that are incorporated by reference in the annual information formAIF;
"annual “annual financial statements” means the annual financial statements required to be filed under National InstrumentNI 51-102 Continuous Disclosure Obligation 2 ; “annual information form” means the AIF as defined under National Instrument 51-102 Continuous Disclosure Obligations 3 ; “Canadian GAAP” has the meaning ascribed to it in NI 52-107;
1 National Instrument 14-101 Definitions defines certain terms that are used in more than one national or multilateral Instrument. 2 Section 4.1 of NI 51-102 states: 4.1- Annual Financial Statements and Auditor’s Report
(1) Subject to subsection 4.8(6), a reporting issuer must file annual financial statements that include: (a) an income statement, a statement of retained earnings, and a cash flow statement for: (i) the most recently completed financial year; and (ii) the period covered by the financial year immediately preceding the most recently completed financial year, if any; (b) a balance sheet as at the end of each of the periods referred to in paragraph (a); and (c) notes to the financial statements. (2) Comparative annual financial statements filed under subsection (1) must be accompanied by an auditor’s report.
3 In NI 51-102, “AIF” means a completed Form 51-102F1 Annual Information Form or, in the case of an SEC issuer, either a completed Form 51-102F1 or an annual report or transition report under the 1934 Act on Form 10-K, Form 10-KSB or on Form 20-F
“filings” means annual filings and interim filings; “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under provincial and territorial securities legislation is recorded, processed, summarized and reported within the time periods specified in the provincial and territorial securities legislation and include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in its annual filings, interim filings or other reports filed or submitted under provincial and territorial securities legislation is accumulated and communicated to the issuer’s management, including its chief executive officers and chief financial officers (or persons who perform similar functions to a chief executive officer or a chief financial officer), as appropriate to allow timely decisions regarding required disclosure;
“interim certificate” means the certificate required to be filed pursuant to Part 3 of this Instrument;;
“interim filings” means the issuer’s interim financial statements and interim MD&A, that have been most recently filed under provincial and territorial securities legislation for the most recently completed interim period;
“interim financial statements” means the interim financial statements required to be filed under National InstrumentNI 51-102 Continuous Disclosure Obligations “interim period” has the meaning ascribed to it in the definition of interim period under National Instrument 51-102 Continuous Disclosure Obligations 4 NI 51-102 states: 4.3 - Interim Financial Statements
(1) A reporting issuer must file: (a) if it has not completed its first financial year, interim financial statements for the interim periods of the reporting issuer’s current financial year other than a period that is less than three months in length; or (b) if it has completed its first financial year, interim financial statements for the interim periods of the reporting issuer’s current financial year. (2) Subject to subsections 4.7(4), 4.8(7) and (8), the interim financial statements required to be filed under subsection (1) must include: (a) a balance sheet as at the end of the interim period and a balance sheet as at the end of the immediately preceding financial year, if any; (b) an income statement, a statement of retained earnings and a cash flow statement, all for the year-to-date interim period and comparative financial information for the corresponding interim period in the immediately preceding financial year, if any; (c) for interim periods other than the first interim period in a reporting issuer’s financial year, an income statement and cash flow statement for the three month period ending on the last day of the interim period and comparative financial information for the corresponding period in the preceding financial year, if any; and (d) notes to the financial statements.
5 In NI 51-102, “interim period” means: (a) a period commencing on the first day of a financial year and ending nine, six or three months before the end of a financial year, or (b) in the case of a reporting issuer’s transition year, a period commencing on the first day of the transition year and ending either: (i) three, six, nine or twelve months, if applicable, after the end of its old financial year, or (ii) twelve, nine, six or three months, if applicable, before the end of the transition year,
4 ; 5 ;NI 51-102;
“internal control over financial reporting” means a process designed by, or under the supervision of, the issuer’s chief executive officers and chief financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP and includes those policies and procedures that:
(a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer,
(b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the issuer’s GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer, and
(c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the annual financial statements or interim financial statements;
“investment fund” 6 means a mutual fund, a non-redeemable investment fund or a scholarship plan; has the meaning ascribed to it in NI 51-102;
“MD&A “issuer’s GAAP” has the meaning ascribed to it in the definition of MD&A under National Instrument 51-102 Continuous Disclosure Obligations 7 ;NI 52-107; "non-redeemable investment fund" 8 means an issuer: “MD&A” has the meaning ascribed to it in NI 51-102;
(a) whose primary purpose is to invest money provided by its securityholders; “NI 51-102” means National Instrument 51-102 Continuous Disclosure Obligations;
(b) that does not invest for the purpose of exercising effective control, seeking to exercise effective control, or being actively involved in the management of the issuers in which it invests, other than other mutual funds or non-redeemable investment funds; and “NI 52-107” means National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency;
and in the case of (b)(ii), the first interim period must not exceed four months 6 This definition is taken from subsection 1.1 of proposed National Instrument 81-106 Investment Fund Continuous Disclosure. 7 In NI 51-102, “MD&A” means a completed Form 51-102F2 Management’s Discussion & Analysis or, in the case of an SEC issuer, either a completed Form 51-102F2 or management’s discussion and analysis prepared in accordance with Item 303 of Regulation S-K or item 303 of Regulation S-B under the 1934 Act
8 This definition is taken from OSC Rule 14-501 Definitions. 3
(c) that is not a mutual fund; “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, Pub.L. 107-204, 116 Stat. 745 (2002); and
"“SEDAR"” means the computer system for the transmission, receipt, acceptance, review and dissemination of documents filed in electronic format known as the System for Electronic Document Analysis and Retrieval.;
“subsidiary” has the meaning ascribed to it in Section 1590 of the CICA Handbook; and “US GAAP” has the meaning ascribed to it in NI 52-107. 1.2 Application – This Instrument applies to all reporting issuers other than investment funds. 1.3 Transition Period – Notwithstanding Parts 2 and 3 of this Instrument, issuers may exclude paragraphs 4, 5 and 6 from any annual and interim certificates required to be filed prior to [January 1, 2005].
Part 2 – Certification of Annual Filings 2.1 Every issuer must file a separate annual certificate, in the form specified in Form 52-109F1, in respect of and personally signed by each of the following personsperson who, at the time of filing the annual certificate:
1. eachis a chief executive officer; 2. eachis a chief financial officer; and 3. in the case of an issuer that does not have a chief executive officer or chief financial officer, each person who performs similar functions to a chief executive officer or a chief financial officer, as the case may be.
2.2 The annual certificatecertificates must be filed by the issuer at the same time as it files the lastseparately but concurrently with the latest of the following annual filings:
1. its annual information formif it files an AIF, the filing of its AIF; and 2. the filing of its annual financial statements and annual MD&A. Part 3 - Certification of Interim Filings 3.1 Every issuer must file for each interim period a separate interim certificate, in the form specified in Form 52-109F2, in respect of and personally signed by each of the following personsperson who, at the time of the filing of the interim certificate:
1. eachis a chief executive officer; 4
2. eachis a chief financial officer; and 3. in the case of an issuer that does not have a chief executive officer or chief financial officer, each person who performs similar functions to a chief executive officer or a chief financial officer, as the case may be.
3.2 The interim certificatecertificates must be filed by the issuer at the same time as it filesseparately but concurrently with the filing of its interim filings.
Part 4 - Exemptions 4.1 Exemption for Issuers that complyComply with U.S. lawsLaws – (1) Subject to subsection (4), an issuer is exempt from Part 2 of this Instrument with respect to the relevant periodmost recently completed financial year if:
(a) the issuer is in compliance with U.S. federal securities laws 9 implementing the annual report certification requirements in section 302(a) of the Sarbanes-Oxley Act; and
(b) the issuer’s most recent annual report and signed certificates relating to its annual report for its most recently completed financial year are filed onthrough SEDAR as soon as reasonably practicable after they are filed with the SEC.
(2) Subject to subsection (5), an issuer is exempt from Part 3 of this Instrument with respect to the relevantmost recently completed interim period if:
(a) the issuer is in compliance with U.S. federal securities laws implementing the quarterly report certification requirements in section 302(a) of the Sarbanes-Oxley Act; and
(b) the issuer's most recent quarterly report and signed certificates relating to its quarterly report for its most recently completed quarter are filed onthrough SEDAR as soon as reasonably practicable after they are filed with the SEC.
(3) An issuer is exempt from Part 3 of this Instrument with respect to the relevantmost recently completed interim period if:
(a) the issuer furnishes to the SEC a current report on Form 6-K containing the issuer's quarterly financial statements and MD&A;
(b) the Form 6-K is accompanied by signed certificates that are furnished to the SEC in the same form required by U.S. federal securities laws implementing the quarterly report certification requirements in section 302(a) of the Sarbanes-Oxley Act; and
9 “U.S. federal securities laws” is defined in National Instrument 14-101 Definitions. 5
(c) the Form 6-K and signed certificates relating to the quarterly report filed under cover of the Form 6-K are filed onthrough SEDAR as soon as reasonably practicable after they are furnished to the SEC.
(4) Notwithstanding subsection 4.1(1), Part 2 of this Instrument applies to an issuer with respect to the relevant periodmost recently completed financial year if the issuer files annual financial statements prepared in accordance with Canadian generally accepted accounting principlesGAAP, unless the issuer files those statements with the SEC in compliance with U.S. federal securities laws implementing the annual report certification requirements in section 302(a) of the Sarbanes-Oxley Act.
(5) Notwithstanding subsection 4.1(2), Part 3 of this Instrument applies to an issuer with respect to the relevantmost recently completed interim period if the issuer files interim financial statements prepared in accordance with Canadian generally accepted accounting principlesGAAP, unless the issuer files those statements with the SEC in compliance with U.S. federal securities laws implementing the quarterly report certification requirements in section 302(a) of the Sarbanes-Oxley Act.
4.2 Exemption for Foreign Issuers – An issuer is exempt from the requirements in this Instrument so long as it qualifies for the relief contemplated by, and is in compliance with the requirements and conditions set out in, sections 5.4 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.
10 NI 71-102 states: 5.4 - Financial Statements
A designated foreign issuer satisfies securities legislation requirements relating to the preparation, filing and delivery of its interim financial statements, annual financial statements and auditor’s reports on annual financial statements if it: (a) complies with the foreign disclosure requirements relating to interim financial statements, annual financial statements and auditor’s reports on annual financial statements; (b) files the interim financial statements, annual financial statements and auditor’s reports on annual financial statements required to be filed with or furnished to the foreign regulatory authority; (c) sends each document filed under paragraph (b) to securityholders in the local jurisdiction, in the manner and at the time such documents are required to be sent to securityholders of the issuer by the foreign disclosure requirements; and (d) complies with NI 52-107 as it relates to financial statements of the issuer that are included in any documents specified in paragraph (b).
11 NI 71-102 states: 5.5 - Annual Reports, AIFs, Business Acquisition Reports & MD&A
A designated foreign issuer satisfies securities legislation requirements relating to the preparation, filing and delivery of annual reports, AIFs, business acquisition reports and MD&A if it: (a) complies with the foreign disclosure requirements relating to annual reports, quarterly reports, business acquisitions and management’s discussion and analysis; (b) files each annual report, quarterly report, report in respect of a business acquisition and management’s discussion and analysis required to be filed with the foreign regulatory authority; (c) sends each document filed under paragraph (b) to securityholders in the local jurisdiction, in the manner and at the time such documents are required to be sent to securityholders of the issuer by the foreign disclosure requirements; and (d) complies with NI 52-107 as it relates to financial statements of the issuer that are included in any documents specified in paragraph (b).
10 and 5.5 11 of National Instrument 71-102
4.3 Exemption for Issuers ofCertain Exchangeable SecuritiesSecurity Issuers – An issuer is exempt from the requirements in this Instrument so long as it qualifies for the relief contemplated by, and is in compliance with the requirements and conditions set out in, section 13.3 12 of National Instrument 51-102 Continuous Disclosure Obligations. of NI 51-102. 4.4 Exemption for Certain Credit Support Issuers of Guaranteed Securities – An issuer is exempt, in a jurisdiction, from the requirements in this Instrument if:
(a) it does not have any securities outstanding other than debt securities or preferred shares, and all payments to be made in respect of those securities are fully and unconditionally guaranteed by another issuer (the guarantor issuer); and
(b) it has been granted an exemption in that jurisdiction (the exemption order) from filing its annual financial statements, annual MD&A, interim financial statements, and interim MD&A on the condition that, among other things, the equivalent annual and interim disclosure documents of the guarantor issuer be filed;so long as at the time that the issuer would otherwise be required to comply with this Instrument the exemption order is in effect and the parties to the exemption order are in compliance with itsit qualifies for the relief contemplated by, and is in compliance with the requirements and conditions. set out in, section 13.4 of NI 51-102.
4.5 General Exemption – (1) The regulator or securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.
(2) Despite subsection (1), in Ontario only the regulator may grant such an exemption. Part 5 - Effective Date and Transition 5.1 Effective Date - This Instrument comes into force on [January 1, 2004].March 30, 2004. 5.2 Transition – (1) Annual Certificates – (a) Subject to paragraph (1)(b), the provisions of this Instrument concerning annual certificates apply for financial years beginning on or after January 1, 2004.
(b) Notwithstanding Part 2 or paragraph (1)(a), an issuer may file annual certificates in Form 52-109FT1 in respect of any financial year ending on or before March 30, 2005.
12 Section 13.3 of NI 51-102 provides relief for certain exchangeable security issuers. 7
(2) Interim Certificates – (a) Subject to paragraph (2)(b), the provisions of this Instrument concerning interim certificates apply for interim periods beginning on or after January 1, 2004.
(b) Notwithstanding Part 3 or paragraph (2)(a), an issuer may file interim certificates in Form 52-109FT2 in respect of any interim period that occurs prior to the end of the first financial year in respect of which the issuer is required to file an annual certificate in Form 52-109F1.
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Form 52-109F1 - Certification of Annual Filings I, ‹identify the certifying officer, the issuer, and his or her position at the issuer›, certify that: 1. I have reviewed the annual filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in CompaniesIssuers’ Annual and Interim Filings) of ‹identify issuer› (the issuer) for the period ending ‹state the reporting period covered by the annual filingsrelevant date›;
2. Based on my knowledge, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the annual filings;
3. Based on my knowledge, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the annual filings;
4. The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal controlscontrol over financial reporting for the issuer, and we have:
(a) designed thosesuch disclosure controls and procedures, or caused them to be designed under our supervision, and implemented those disclosure controls and procedures, to provide reasonable assurancesassurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual filings are being prepared, and that such material information is disclosed within the time periods specified under applicable provincial and territorial securities legislation;
(b) designed thosesuch internal controlscontrol over financial reporting, or caused themit to be designed under our supervision, and implemented those internal controls, to provide reasonable assurances that the issuer’sassurance regarding the reliability of financial reporting and the preparation of financial statements are fairly presentedfor external purposes in accordance with generally accepted accounting principles;the issuer’s GAAP; and
(c) evaluated the effectiveness of the issuer’s disclosure controls and procedures and internal controls as of the end of the period covered by the annual filings; and(d) disclosed have caused the issuer to disclose in the annual MD&A our conclusions about the effectiveness of the disclosure controls and procedures and internal controls, in each case based on our evaluation as of the end of the period covered by the annual filings; based on such evaluation; and
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5. I have disclosed, based on my most recent evaluation, to the issuer's auditors and the audit committee of the issuer's board of directors or persons performing the equivalent function:
(a) all significant deficiencies and material weaknesses in the design or operation of internal controls that could adversely affect the issuer's ability to disclose information required to be disclosed by the issuer under applicable provincial and territorial securities legislation, within the time periods specified under applicable provincial and territorial securities legislation; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and6. I have disclosed in the annual MD&A whether there were significant changescaused the issuer to disclose in the annual MD&A any change in the issuer’s internal controls or in other factors that could significantly affect internal controls, made during the period covered by the annual filings, including any actions taken to correct significant deficiencies and material weaknesses in the issuer’s internal controlscontrol over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.
Date: ............... _______________________ [Signature] [Title]
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Form 52-109FT1 - Certification of Annual Filings during Transition Period I, ‹identify the certifying officer, the issuer, and his or her position at the issuer›, certify that: 1. I have reviewed the annual filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of ‹identify issuer› (the issuer) for the period ending ‹state the relevant date›;
2. Based on my knowledge, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the annual filings; and
3. Based on my knowledge, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the annual filings.
Date: ............... _______________________ [Signature] [Title]
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Form 52-109F2 - Certification of Interim Filings I ‹identify the certifying officer, the issuer, and his or her position at the issuer›, certify that: 1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in CompaniesIssuers’ Annual and Interim Filings) of ‹identify the issuer›, (the issuer) for the interim period ending ‹state the reporting period covered by the interim filingsrelevant date›;
2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;
3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;
4. The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal controlscontrol over financial reporting for the issuer, and we have:
(a) designed thosesuch disclosure controls and procedures, or caused them to be designed under our supervision, and implemented those disclosure controls and procedures, to provide reasonable assurancesassurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared, and that such material information is disclosed within the time periods specified under applicable provincial and territorial securities legislation; and
(b) designed thosesuch internal controlscontrol over financial reporting, or caused themit to be designed under our supervision, and implement those internal controls, to provide reasonable assurances that the issuer’sassurance regarding the reliability of financial reporting and the preparation of financial statements are fairly presentedfor external purposes in accordance with generally accepted accounting principles;the issuer’s GAAP; and
5. I have disclosed, based on my most recent evaluation, to the issuer's auditors and the audit committee of the issuer's board of directors or persons performing the equivalent function:
(a) all significant deficiencies and material weaknesses in the design or operation of internal controls that could adversely affect the issuer's ability to disclose information required to be disclosed by the issuer under applicable provincial and territorial securities legislation, within the time periods specified under applicable provincial and territorial securities legislation; and
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(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and6. I have disclosed in the interim MD&A whether there were significant changescaused the issuer to disclose in the interim MD&A any change in the issuer’s internal controls or in other factors that could significantly affect internal controls, made during the period covered by the interim filings, including any actions taken to correct significant deficiencies and material weaknesses in the issuer’s internal controlscontrol over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.
Date: ............... _______________________ [Signature] [Title]
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Form 52-109FT2 - Certification of Interim Filings during Transition Period I ‹identify the certifying officer, the issuer, and his or her position at the issuer›, certify that: 1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of ‹identify the issuer›, (the issuer) for the interim period ending ‹state the relevant date›;
2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and
3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings.
Date: ............... _______________________ [Signature] [Title]
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Companion Policy 52-109CP – To Multilateral Instrument 52-109 Certification of Disclosure in CompaniesIssuers’ Annual and Interim Filings
Part 1 – General This Companion Policy provides information about how the Canadianprovincial and territorial securities regulatory authorities interpret Multilateral Instrument 52-109, and should be read in conjunction with it.
Part 2 – Form and Filing of Certificates The annual certificates and interim certificates must be filed in the exact language prescribed in Forms 52-109F1 and F2.52-109F2 (subject to Part 3 – Form of Certificates during Transition Period). Each certificate must be separately filed onthrough SEDAR under the issuer’s profile in the appropriate annual certificate or interim certificate filing type:
Category of Filing - Continuous Disclosure Folder for Filing Type - General
Filing Type - Annual Certificates Document Type: Form 52-109F1 - Certification of Annual Filings - CEO Form 52-109F1 - Certification of Annual Filings - CFO Form 52-109FT1 - Certification of Annual Filings - CEO Form 52-109FT1 - Certification of Annual Filings - CFO
or Filing Type - Interim Certificates Document Type: Form 52-109F2 - Certification of Interim Filings - CEO Form 52-109F2 - Certification of Interim Filings - CFO Form 52-109FT2 - Certification of Interim Filings - CEO Form 52-109FT2 - Certification of Interim Filings - CFO
AnAs indicated in Part 11, an issuer that is in compliance with U.S. federal securities laws implementing the certification requirements in section 302(a) of the Sarbanes-Oxley Act and that uses the exemption in section 4.1 of the Instrument, must file on, may be able to rely upon the exemptions from the annual certificate and interim certificate requirements under section 4.1. To avail itself of these exemptions, an issuer must file through SEDAR the CEO and CFO certificates that itof the chief executive officer and chief financial officer that the issuer filed with SEC as exhibits to the annual or quarterly reports with respect to the relevant reporting period. Where thoseThese certificates are "in” the annual or quarterly report filed with the SEC ("in" as opposed to being attached as "exhibits"), the issuer should file the report containing the certificates in the appropriate filing type described above. Where the officers' certificates are attached as exhibits to the issuer's annual or quarterly report, the issuer should file the report,
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together with the attached certificates,should be filed in the appropriate filing type described above.
An issuer relying on the exemptionexemptions in section 4.1 of the Instrument need not file the signed paper copies of the reports andsigned certificates that it filed with, or furnished to, the SEC.
Part 3 – Certificates during Transition Period Section 5.2 provides for a transition period for the filing of both annual certificates and interim certificates.
Pursuant to section 2.1, an issuer is required to file its annual certificates in Form 52-109F1. Under subsection 5.2(1)(b), however, an issuer may file annual certificates in Form 52-109FT1 in respect of any financial year ending on or before March 30, 2005. Form 52-109FT1 does not require the certifying officers to make the representations set out in paragraphs 4 and 5 of Form 52-109F1 regarding the design of disclosure controls and procedures and internal control over financial reporting, the evaluation of the effectiveness of disclosure controls and procedures and any changes in the issuer’s internal control over financial reporting.
Pursuant to section 3.1, an issuer is required to file its interim certificates in Form 52-109F2. Under subsection 5.2(2)(b), however, an issuer may file interim certificates in Form 52-109FT2 in respect of any interim period that occurs prior to the end of the first financial year in respect of which the issuer is required to file an annual certificate in Form 52-109F1. The representations set out in paragraphs 4 and 5 of Form 52-109F1 will serve as the basis for the corresponding representations set out in paragraphs 4 and 5 of Form 52-109F2.
Upon completion of the transition period, issuers must file annual certificates and interim certificates in Forms 52-109F1 and 52-109F2, respectively, which will include the representations in paragraph 4 of these forms. For further clarification, we do not expect the representations in paragraph 4 to extend to the prior period comparative information included in the annual filings or interim filings if:
(a) the prior period comparative information was previously the subject of certificates in Forms 52-109FT1 or 52-109FT2; or
(b) the Instrument did not require an annual certificate or interim certificate in respect of the prior period to be filed.
For illustration purposes only, the table in Appendix A sets out the filing requirements for annual certificates and interim certificates of issuers with financial years beginning on the first day of a month.
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Part 4 – Persons Performing Functions Similar to a Chief Executive Officer and Chief Financial Officer
Where an issuer does not have a chief executive officer or chief financial officer, each person who performs similar functions to a chief executive officer or chief financial officer must certify the annual filings and interim filings. It is left to the issuer’s discretion to determine who those persons are. In the case of an income trust reporting issuer (as described in proposed National Policy 41-201 Income Trusts and Other Indirect Offerings) where executive management resides at the underlying business entity level or in an external management company, we would generally consider the chief executive officer or chief financial officer of the underlying business entity or the external management company to be persons performing functions in respect of the income trust similar to a chief executive officer or chief financial officer. In the case of a limited partnership reporting issuer with no chief executive officer or chief financial officer, we would generally consider the chief executive officer or chief financial officer of its general partner to be persons performing functions in respect of the limited partnership reporting issuer similar to a chief executive officer or chief financial officer.
Part 5 – “New” Chief Executive Officers and Chief Financial Officers Chief executive officers and chief financial officers (or persons performing functions similar to a chief executive officer or chief financial officer) holding such offices at the time that annual certificates and interim certificates are required to be filed are the persons who must sign those certificates. Certifying officers are required to file annual certificates and interim certificates in the specified form (without any amendment) and failure to do so will be a breach of the Instrument.
Pursuant to paragraphs 4(a) and (b) of Forms 52-109F1 and 52-109F2, the certifying officers are required to represent that they have designed (or caused to be designed under their supervision) disclosure controls and procedures and internal control over financial reporting. There may be situations where an issuer’s disclosure controls and procedures and internal control over financial reporting have been designed and implemented prior to the certifying officers assuming their respective offices. We recognize that in these situations the certifying officers may have difficulty in representing that they have designed or caused to be designed these controls and procedures. In our view, where:
(a) disclosure controls and procedures and internal control over financial reporting have been designed and implemented prior to the certifying officers assuming their respective offices;
(b) the certifying officers have reviewed the existing controls and procedures upon assuming their respective offices; and
(c) the certifying officers have designed (or caused to be designed under their supervision) any modifications or enhancements to the existing controls and procedures determined to be necessary following their review,
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the certifying officers will have designed (or caused to be designed under their supervision) these controls and procedures for the purposes of paragraphs 4(a) and (b) of Forms 52-109F1 and 52-109F2.
Part 6 – Internal Control over Financial Reporting and Disclosure Controls and Procedures
The Canadian securities regulatory authoritiesWe believe that CEOs and CFOschief executive officers and chief financial officers should be required to certify that their issuers have adequate internal control over financial reporting and disclosure controls and procedures. We believe that this is an important factor in maintaining integrity in our capital markets and thereby enhancing investor confidence in our capital markets. The Instrument defines “disclosure controls and procedures” and “internal control over financial reporting”. The Instrument does not, however, formally define those controls nor does it prescribe the degree of complexity or any specific policies or procedures that must make up those controls and procedures. This is intentional. In our view, these considerations are best left to management's judgement based on various factors that may be particular to theiran issuer, including its size and, the nature of its business and the complexity of its operations.
While there is a substantial overlap between the definition of disclosure controls and procedures and internal control over financial reporting, there are both some elements of disclosure controls and procedures that are not subsumed within the definition of internal control over financial reporting and some elements of internal control over financial reporting that are not subsumed within the definition of disclosure controls and procedures. For example, disclosure controls and procedures may include those components of internal control over financial reporting that provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in accordance with the issuer’s GAAP. However, some issuers may design their disclosure controls and procedures so that certain components of internal control over financial reporting pertaining to the accurate recording of transactions and disposition of assets or to the safeguarding of assets are not included.
Part 47 – Evaluation of Effectiveness of Disclosure Controls and Procedures Paragraph 4(c) of Form 52-109F1 requires the certifying officers to represent that they have evaluated the effectiveness of the issuer’s disclosure controls and procedures and have caused the issuer to disclose in the annual MD&A their conclusions about the effectiveness of the disclosure controls and procedures based on such evaluation. The Instrument does not specify the contents of the certifying officers’ report on its evaluation of disclosure controls and procedures; however, given that disclosure controls and procedures should be designed to provide, at a minimum, reasonable assurance of achieving their objectives, the report should set forth, at a minimum, the conclusions of the certifying officers as to whether the controls and procedures are, in fact, effective at the “reasonable assurance” level.
Part 8 – Fair Presentation Pursuant to the third paragraph in each of the annual certificates and interim certificates, the CEO and CFOchief executive officer and chief financial officer must each certify that their
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issuer’s financial statements and other financial information “fairly present” the financial condition of the issuer for the relevant time period. Those representations are not qualified by the phrase “in accordance with generally accepted accounting principles” (GAAP) which Canadian auditors typically include in their financial statement audit reports. This qualification has been specifically excluded from the Instrument to prevent management from relying entirely upon compliance with the issuer’s GAAP procedures in this representation, particularly where the results of aissuer’s GAAP auditfinancial statements may not reflect the financial condition of a companyan issuer (since the issuer’s GAAP maydoes not always define all the components of an overall fair presentation).
At page 7 of its adopting release, 13 the SEC states: The Instrument requires the certifying officers to certify that the financial statements (including prior period comparative financial information) and the other financial information included in the annual filings and interim filings fairly present the issuer’s financial condition, results of operation and cash flows. The certification statement regarding the fair presentation of financial statements and other financial information is not limited to a representation that the financial statements and other financial information have been presented in accordance with “generally accepted accounting principles” (GAAP) and is not otherwise limited by reference to GAAP. We believe that Congressthe issuer’s GAAP. We believe that this is appropriate as the certification is intended this statement to provide assurances that the financial information disclosed in a reportthe annual filings and interim filings, viewed in itstheir entirety, meets a standard of overall material accuracy and completeness that is broader than financial reporting requirements under GAAP. … Presenting financial information in conformity with As a result, issuers are not entitled to limit the representation to Canadian GAAP, US GAAP or any other source of generally accepted accounting principles may not necessarily satisfy obligations under the antifraud provisions of the federal securities law.
We do not believe that a formal definition of fair presentation is appropriate as it encompasses a number of qualitative and quantitative factors that may not be applicable to all issuers. In our view, fair presentation includes but is not necessarily limited to:
• • the selection of appropriate accounting policies • • proper application of appropriate accounting policies • • disclosure of financial information that is informative and reasonably reflects the underlying transactions • • inclusion of additional disclosure necessary to provide investors with a materially accurate and complete picture of financial conditions, results of operations and cash flowscondition, results of operations and cash flows
The concept of fair presentation as used in the annual certificates and interim certificates is not limited to compliance with the issuer’s GAAP; however, it is not intended to permit an issuer to depart from the issuer’s GAAP recognition and measurement principles in the preparation of its
13 SEC Release No. 33-8124 Final Rule: Certification of Disclosure in Companies’ Quarterly and Annual Reports dated August 29, 2002.
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financial statements. In the event that an issuer is of the view that there are limitations to the issuer’s GAAP based financial statements as an indicator of the issuer’s financial condition, the issuer should provide additional disclosure in its MD&A necessary to provide a materially accurate and complete picture of the issuer’s financial condition, results of operations and cash flows.
For additional commentary on what constitutes fair presentation we refer you to case law in this area. The leading U.S. case in this area is U.S. v. Simon (425 F.2d 796); the leading Canadian case in this area is the B.C. Court of Appeal decision in Kripps v. Touche Ross and Co. [1997] B.C.J. No. 968.
Part 59 – Financial Condition Pursuant to the third paragraph in each of the annual certificates and interim certificates, the chief executive officer and chief financial officer must each certify that their issuer’s financial statements fairly present the financial condition of the issuer for the relevant time period. The Instrument does not formally define financial condition. The term “financial condition” in the annual certificates and interim certificates is intended to be used in the same manner as the term “financial condition” is used in The Canadian Institute of Chartered Accountants’ MD&A Guidelines and NI 51-102. In our view, financial condition encompasses a number of qualitative and quantitative factors which would be difficult to enumerate in a comprehensive list applicable to all issuers. Financial condition of an issuer includes, without limitation, considerations such as:
• liquidity • solvency • capital resources • overall financial health of the issuer’s business • current and future considerations, events, risks or uncertainties that might impact the financial health of the issuer’s business
Part 10 – Consolidation Issuers are required to prepare their financial statements on a consolidated basis under the issuer’s GAAP. As a result the representations in paragraphs 2 and 3 of the certification will extend to consolidated financial statements. In addition, when the certifying officers provide these two representations, we expect that these representations will indicate that their issuers’ disclosure controls and procedures provide reasonable assurance that material information relating to their issuers and their consolidated subsidiaries is made known to them.
We are of the view that regardless of the level of control that an issuer has over a consolidated subsidiary, management of the issuer has an obligation to present consolidated disclosure that includes a fair presentation of the financial condition of the subsidiary. An issuer needs to maintain adequate internal control over financial reporting and disclosure controls and procedures to accomplish this. In the event that a chief executive officer or chief financial officer is not satisfied with his or her issuer’s controls and procedures insofar as they relate to
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consolidated subsidiaries, the chief executive officer or chief financial officer should cause the issuer to disclose in its MD&A his or her concerns regarding such controls and procedures.
An issuer’s financial results and MD&A may consolidate those of a subsidiary which is also a reporting issuer. In those circumstances, it is left to the business judgment of the certifying officers of the issuer to determine the level of due diligence required in respect of the consolidated subsidiary in order to provide the issuer’s certification.
Part 11 – Exemptions The exemptions in section 4.1 of the Instrument are based on our view that the investor confidence aims of the Instrument do not justify requiring issuers to comply with the certification requirements in the Instrument if such issuers already comply with substantially similar requirements in the U.S.
As a condition to being exempt from the annual certificate and interim certificate requirements inunder subsections 4.1(1) and (2) respectively, issuers must file onthrough SEDAR the CEO and CFO certificates of the chief executive officer and chief financial officer that they filed with the SEC in compliance with its rules implementing the certification requirements prescribed in section 302(a) of the Sarbanes-Oxley Act.
Pursuant to National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting CurrencyNI 52-107 certain Canadian issuers are able to satisfy their requirements to file financial statements prepared in accordance with Canadian GAAP by filing statements prepared in accordance with U.S.US GAAP. However, it is possible that some Canadian companiesissuers may still continue to prepare two sets of financial statements and continue to file their Canadian GAAP statements in the applicable jurisdictions. In order to ensure that the Canadian GAAP financial statements are certified (pursuant to either SOXthe Sarbanes-Oxley Act or the Instrument) those issuers will not have recourse to the exemptions in subsections 4.1(1) and (2).
Part 612 – Liability for False Certification An officer providing a false certification potentially could be subject to quasi-criminal, administrative or civil proceedings under securities law.
Officers providing a false certification could also potentially be subject to private actions for damages either at common law or, in Québec, under civil law, or under the Securities Act (Ontario) when amendments which create statutory civil liability for misrepresentations in continuous disclosure are proclaimed in force. 14 The liability standard applicable to a document required to be filed with the Ontario Securities Commission, including an annual certificate or interim certificate, will depend on whether the document is a “core” document as defined under
14 These amendments were enacted on December 9, 2002. 21
Part XXIII.1. 15 1 of the Securities Act (Ontario). Annual certificates and interim certificates are currently not included in the definition of “core document” but would be caught by the definition of “document”.
In any action commenced under Part XXIII.1 of the Securities Act (Ontario) a court has the discretion to treat multiple misrepresentations having common subject matter or content as a single misrepresentation. 16 This provision wouldcould permit a court in appropriate cases to treat a misrepresentation in a companyan issuer’s financial statements and a misrepresentation made by an officer in an annual certificate or interim certificate that relate to the underlying financial statements as a single misrepresentation.
15 Where an action is brought for a misrepresentation contained in a non-core document, a defendant is not liable unless the plaintiff proves that the defendant: (i) knew of the misrepresentation; (ii) deliberately avoided acquiring knowledge of the misrepresentation; or (iii) by acting or failing to act, was guilty of gross misconduct in connection with the release of the document containing the misrepresentation. Where an action is brought for a misrepresentation contained in a core document, the onus is on the defendant to show that he or she was duly diligent.
16 Subsection 138.3(6) of the Securities Act (Ontario). X:\52-109_Instrument(Jun27_03)_v11.doc 22
Appendix A – Annual Certificate and Interim Certificate Filing Requirements For illustration purposes only, the following table sets out the filing requirements for annual certificates and interim certificates for issuers with financial years beginning on the first day of a month.
Financial Year Financial Period Annual Beginning On Certificate Required January 1 Financial year January 1, No 2003 to December 31, (i.e. year end of 2003 December 31) Interim period January 1, Not 2004 to March 31, 2004 Applicable Interim period April 1, Not 2004 to June 30, 2004 Applicable Interim period July 1, Not 2004 to September 30, Applicable 2004
Financial year January 1, Yes 2004 to December 31, 2004
Interim period January 1, Not Yes “Bare” Interim Certificate 2005 to March 31, 2005 Applicable (If an issuer voluntarily filed its annual certificate for financial year January 1, 2004 to December 31, 2004 as a “Full” Annual Certificate 4 , the issuer should file its interim certificate as a “Full” Interim Certificate. 5 ) Interim period April 1, Not Yes “Bare” Interim Certificate 2005 to June 30, 2005 Applicable (If an issuer voluntarily filed its annual certificate for financial year January 1, 2004 to December 31, 2004 as a “Full” Annual Certificate, the issuer should file its interim certificate as a “Full” Interim Certificate.)
1 Where the form requirement specified is a “bare” annual certificate, issuers may voluntarily choose to file a “full” annual certificate. Where the form requirement specified is a “bare” interim certificate, issuers may voluntarily choose to file a “full” interim certificate. 2 For the purposes of Appendix A, ““bare” interim certificate” means a certificate in Form 52-109FT2. 3 For the purposes of Appendix A, ““bare” annual certificate” means a certificate in Form 52-109FT1. 4 For the purposes of Appendix A, ““full” annual certificate” means a certificate in Form 52-109F1. 5 For the purposes of Appendix A, ““full” interim certificate” means a certificate in Form 52-109F2. 23
Interim Form of Certificate 1 Certificate Required Not The Instrument does not apply to financial Applicable years beginning before January 1, 2004. Yes “Bare” Interim Certificate 2 Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate
Not “Bare” Annual Certificate 3 Applicable
Financial Year Financial Period Annual Beginning On Certificate Required Interim period July 1, Not 2005 to September 30, Applicable 2005
Financial year January 1, Yes 2005 to December 31, 2005 and each successive financial year
Interim period January 1, Not Yes “Full” Interim Certificate 2006 to March 31, 2006 Applicable and each successive interim period
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Interim Form of Certificate 1 Certificate Required Yes “Bare” Interim Certificate (If an issuer voluntarily filed its annual certificate for financial year January 1, 2004 to December 31, 2004 as a “Full” Annual Certificate, the issuer should file its interim certificate as a “Full” Interim Certificate.)
Not “Full” Annual Certificate Applicable
Financial Year Financial Period Annual Beginning On Certificate Required February 1 Financial year February 1, No 2003 to January 31, 2004 (i.e. year end of January 31) Interim period February 1, Not 2004 to April 30, 2004 Applicable Interim period May 1, Not 2004 to July 31, 2004 Applicable Interim period August 1, Not 2004 to October 31, 2004 Applicable Financial year February 1, Yes 2004 to January 31, 2005 Interim period February 1, Not 2005 to April 30, 2005 Applicable
Interim period May 1, Not Yes “Bare” Interim Certificate 2005 to July 31, 2005 Applicable (If an issuer voluntarily filed its annual certificate for financial year February 1, 2004 to January 31, 2005 as a “Full” Annual Certificate, the issuer should file its interim certificate as a “Full” Interim Certificate.)
Interim period August 1, Not Yes “Bare” Interim Certificate 2005 to October 31, 2005 Applicable (If an issuer voluntarily filed its annual certificate for financial year February 1, 2004 to January 31, 2005 as a “Full” Annual Certificate, the issuer should file its interim certificate as a “Full” Interim Certificate.)
Financial year February 1, Yes 2005 to January 31, 2006 and each successive financial year
Interim period February 1, Not Yes “Full” Interim Certificate 2006 to April 30, 2006 Applicable and each successive interim period
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Interim Form of Certificate 1 Certificate Required Not The Instrument does not apply to financial Applicable years beginning before January 1, 2004. Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate Not “Bare” Annual Certificate Applicable Yes “Bare” Interim Certificate (If an issuer voluntarily filed its annual certificate for financial year February 1, 2004 to January 31, 2005 as a “Full” Annual Certificate, the issuer should file its interim certificate as a “Full” Interim Certificate.)
Not “Full” Annual Certificate Applicable
Financial Year Financial Period Annual Beginning On Certificate Required March 1 Interim period September Not 1, 2003 to November 30, Applicable (i.e. year end of 2003 February 28/29) Financial year March 1, No 2003 to February 29, 2004 Interim period March 1, Not 2004 to May 31, 2004 Applicable Interim period June 1, Not 2004 to August 31, 2004 Applicable Interim period September Not 1, 2004 to November 30, Applicable 2004
Financial year March 1, Yes 2004 to February 28, 2005 Interim period March 1, Not 2005 to May 31, 2005 Applicable
Interim period June 1, Not Yes “Bare” Interim Certificate 2005 to August 31, 2005 Applicable (If an issuer voluntarily filed its annual certificate for financial year March 1, 2004 to February 28, 2005 as a “Full” Annual Certificate, the issuer should file its interim certificate as a “Full” Interim Certificate.)
Interim period September Not 1, 2005 to November 30, Applicable 2005
Financial year March 1, Yes 2005 to February 28, 2006 and each successive financial year
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Interim Form of Certificate 1 Certificate Required No The Instrument does not apply to interim periods beginning before January 1, 2004. Not The Instrument does not apply to financial Applicable years beginning before January 1, 2004. Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate
Not “Bare” Annual Certificate Applicable Yes “Bare” Interim Certificate (If an issuer voluntarily filed its annual certificate for financial year March 1, 2004 to February 28, 2005 as a “Full” Annual Certificate, the issuer should file its interim certificate as a “Full” Interim Certificate.)
Yes “Bare” Interim Certificate (If an issuer voluntarily filed its annual certificate for financial year March 1, 2004 to February 28, 2005 as a “Full” Annual Certificate, the issuer should file its interim certificate as a “Full” Interim Certificate.)
Not “Full” Annual Certificate Applicable
Financial Year Financial Period Annual Beginning On Certificate Required Interim period March 1, Not 2006 to May 31, 2006 and Applicable each successive interim period
April 1 Interim period October 1, Not 2003 to December 31, Applicable (i.e. year end of 2003 March 31) Financial year April 1, No 2003 to March 31, 2004 Interim period April 1, Not 2004 to June 30, 2004 Applicable Interim period July 1, Not 2004 to September 30, Applicable 2004
Interim period October 1, Not Yes “Bare” Interim Certificate 2004 to December 31, Applicable 2004
Financial year April 1, Yes 2004 to March 31, 2005 and each successive financial year
Interim period April 1, Not Yes “Full” Interim Certificate 2005 to June 30, 2005 and Applicable each successive interim period
May 1 Interim period November Not No The Instrument does not apply to interim 1, 2003 to January 31, Applicable periods beginning before January 1, 2004. (i.e. year end of 2004 April 30)
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Interim Form of Certificate 1 Certificate Required Yes “Full” Interim Certificate
No The Instrument does not apply to interim periods beginning before January 1, 2004. Not The Instrument does not apply to financial Applicable years beginning before January 1, 2004. Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate
Not “Full” Annual Certificate Applicable
Financial Year Financial Period Annual Beginning On Certificate Required Financial year May 1, No 2003 to April 30, 2004 Interim period May 1, Not 2004 to July 31, 2004 Applicable Interim period August 1, Not 2004 to October 31, 2004 Applicable Interim period November Not 1, 2004 to January 31, Applicable 2005
Financial year May 1, Yes 2004 to April 30, 2005 and each successive financial year
Interim period May 1, Not Yes “Full” Interim Certificate 2005 to July 31, 2005 and Applicable each successive interim period
June 1 Interim period September Not No The Instrument does not apply to interim 1, 2003 to November 30, Applicable periods beginning before January 1, 2004. (i.e. year end of 2003 May 31) Interim period December Not No The Instrument does not apply to interim 1, 2003 to February 29, Applicable periods beginning before January 1, 2004. 2004
Financial year June 1, No 2003 to May 31, 2004 Interim period June 1, Not 2004 to August 31, 2004 Applicable Interim period September Not 1, 2004 to November 30, Applicable 2004
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Interim Form of Certificate 1 Certificate Required Not The Instrument does not apply to financial Applicable years beginning before January 1, 2004. Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate
Not “Full” Annual Certificate Applicable
Not The Instrument does not apply to financial Applicable years beginning before January 1, 2004. Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate
Financial Year Financial Period Annual Beginning On Certificate Required Interim period December Not 1, 2004 to February 28, Applicable 2005
Financial year June 1, Yes 2004 to May 31, 2005 and each successive financial year
Interim period June 1, Not Yes “Full” Interim Certificate 2005 to August 31, 2005 Applicable and each successive interim period
July 1 Interim period October 1, No 2003 to December 31, (i.e. year end of 2003 June 30) Interim period January 1, Not 2004 to March 31, 2004 Applicable Financial year July 1, No 2003 to June 30, 2004 Interim period July 1, Not 2004 to September 30, Applicable 2004
Interim period October 1, Not Yes “Bare” Interim Certificate 2004 to December 31, Applicable 2004
Interim period January 1, Not 2005 to March 31, 2005 Applicable Financial year July 1, Yes 2004 to June 30, 2005 and each successive financial year
Interim period July 1, Not Yes “Full” Interim Certificate 2005 to September 30, Applicable 2005 and each successive interim period
August 1 Interim period November Not No The Instrument does not apply to interim 1, 2003 to January 31, Applicable periods beginning before January 1, 2004. (i.e. year end of 2004 July 31)
29
Interim Form of Certificate 1 Certificate Required Yes “Bare” Interim Certificate
Not “Full” Annual Certificate Applicable
Not The Instrument does not apply to interim Applicable periods beginning before January 1, 2004 Yes “Bare” Interim Certificate Not The Instrument does not apply to financial Applicable years beginning before January 1, 2004 Yes “Bare” Interim Certificate
Yes “Bare” Interim Certificate Not “Full” Annual Certificate Applicable
Financial Year Financial Period Annual Beginning On Certificate Required Interim period February 1, Not 2004 to April 30, 2004 Applicable Financial year August 1, No 2003 to July 31, 2004 Interim period August 1, Not 2004 to October 31, 2004 Applicable Interim period November Not 1, 2004 to January 31, Applicable 2005
Interim period February 1, Not 2005 to April 30, 2005 Applicable Financial year August 1, Yes 2004 to July 31, 2005 and each successive financial year
Interim period August 1, Not Yes “Full” Interim Certificate 2005 to October 31, 2005 Applicable and each successive interim period
September 1 Interim period September Not No The Instrument does not apply to interim 1, 2003 to November 30, Applicable periods beginning before January 1, 2004. (i.e. year end of 2003 August 31)
30
Interim Form of Certificate 1 Certificate Required Yes “Bare” Interim Certificate Not The Instrument does not apply to financial Applicable years beginning before January 1, 2004. Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate
Yes “Bare” Interim Certificate Not “Full” Annual Certificate Applicable
Financial Year Financial Period Annual Beginning On Certificate Required Interim period December Not 1, 2003 to February 29, Applicable 2004
Interim period March 1, Not 2004 to May 31, 2004 Applicable Financial year September No 1, 2003 to August 31, 2004
Interim period September Not Yes “Bare” Interim Certificate 1, 2004 to November 30, Applicable 2004
Interim period December Not Yes “Bare” Interim Certificate 1, 2004 to February 28, Applicable 2005
Interim period March 1, Not 2005 to May 31, 2005 Applicable Financial year September Yes 1, 2004 to August 31, 2005 and each successive financial year
Interim period September Not Yes “Full” Interim Certificate 1, 2005 to November 30, Applicable 2005 and each successive interim period
October 1 Interim period October 1, Not No The Instrument does not apply to interim 2003 to December 31, Applicable periods beginning before January 1, 2004. (i.e. year end of 2003 September 30)
31
Interim Form of Certificate 1 Certificate Required No The Instrument does not apply to interim periods beginning before January 1, 2004.
Yes “Bare” Interim Certificate Not The Instrument does not apply to financial Applicable years beginning before January 1, 2004.
Yes “Bare” Interim Certificate Not “Full” Annual Certificate Applicable
Financial Year Financial Period Annual Beginning On Certificate Required Interim period January 1, Not 2004 to March 31, 2004 Applicable Interim period April 1, Not 2004 to June 30, 2004 Applicable Financial year October 1, No 2003 to September 30, 2004
Interim period October 1, Not Yes “Bare” Interim Certificate 2004 to December 31, Applicable 2004
Interim period January 1, Not 2005 to March 31, 2005 Applicable Interim period April 1, Not 2005 to June 30, 2005 Applicable Financial year October 1, Yes 2004 to September 30, 2005 and each successive financial year
Interim period October 1, Not Yes “Full” Interim Certificate 2005 to December 31, Applicable 2005 and each successive interim period
November 1 Financial year November No 1, 2002 to October 31, (i.e. year end of 2003 October 31)
32
Interim Form of Certificate 1 Certificate Required Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate Not The Instrument does not apply to financial Applicable years beginning before January 1, 2004.
Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate Not “Full” Annual Certificate Applicable
Not The Instrument does not apply to financial Applicable years beginning before January 1, 2004.
Financial Year Financial Period Annual Beginning On Certificate Required Interim period November Not 1, 2003 to January 31, Applicable 2004
Interim period February 1, Not 2004 to April 30, 2004 Applicable Interim period May 1, Not 2004 to July 31, 2004 Applicable Financial year November No 1, 2003 to October 31, 2004
Interim period November Not Yes “Bare” Interim Certificate 1, 2004 to January 31, Applicable 2005
Interim period February 1, Not 2005 to April 30, 2005 Applicable Interim period May 1, Not 2005 to July 31, 2005 Applicable Financial year November Yes 1, 2004 to October 31, 2005 and each successive financial year
Interim period November Not Yes “Full” Interim Certificate 1, 2005 to January 31, Applicable 2006 and each successive interim period
December 1 Financial year December No 1, 2002 to November 30, (i.e. year end of 2003 November 30) Interim period December Not 1, 2003 to February 29, Applicable 2004
Interim period March 1, Not Yes “Bare” Interim Certificate 2004 to May 31, 2004 Applicable 33
Interim Form of Certificate 1 Certificate Required No The Instrument does not apply to interim periods beginning before January 1, 2004.
Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate Not The Instrument does not apply to financial Applicable years beginning before January 1, 2004.
Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate Not “Full” Annual Certificate Applicable
Not The Instrument does not apply to financial Applicable years beginning before January 1, 2004. No The Instrument does not apply to interim periods beginning before January 1, 2004.
Financial Year Financial Period Annual Beginning On Certificate Required Interim period June 1, Not 2004 to August 31, 2004 Applicable Financial year December No 1, 2003 to November 30, 2004
Interim period December Not Yes “Bare” Interim Certificate 1, 2004 to February 28, Applicable 2005
Interim period March 1, Not 2005 to May 31, 2005 Applicable Interim period June 1, Not 2005 to August 31, 2005 Applicable Financial year December Yes 1, 2004 to November 30, 2005 and each successive financial year
Interim period December Not Yes “Full” Interim Certificate 1, 2005 to February 28, Applicable 2006 and each successive interim period
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Interim Form of Certificate 1 Certificate Required Yes “Bare” Interim Certificate Not The Instrument does not apply to financial Applicable years beginning before January 1, 2004.
Yes “Bare” Interim Certificate Yes “Bare” Interim Certificate Not “Full” Annual Certificate Applicable