National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 1 Definitions and Application
Section 1.1 Definitions

internal control over financial reporting

In this Instrument, “internal control over financial reporting” means a process designed by, or under the supervision of, an issuer’s certifying officers, 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) are designed to 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) are designed to 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 reports;


National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 1 Definitions and Application
Section 1.1 Definitions

certifying officer

In this Instrument, “certifying officer” means each chief executive officer and each chief financial officer of an issuer, or in the case of an issuer that does not have a chief executive officer or a chief financial officer, each individual performing similar functions to those of a chief executive officer or chief financial officer;


National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 1 Definitions and Application
Section 1.1 Definitions

proportionately consolidated entity

In this Instrument, “proportionately consolidated entity” means an entity in which an issuer has an interest that is accounted for by combining, on a line-by-line basis, the issuer’s pro rata share of each of the assets, liabilities, revenue and expenses of the entity with similar items in the issuer’s financial statements;


National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 1 Definitions and Application
Section 1.1 Definitions

venture issuer

In this Instrument,…”venture issuer” means a reporting issuer that, as at the end of the period covered by the annual or interim filings, as the case may be, did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.


National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 1 Definitions and Application
Section 1.1 Definitions

disclosure controls and procedures

In this Instrument, “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 securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and include 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 securities legislation is accumulated and communicated to the issuer’s management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure;