National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 3 DC&P And ICFR
Section 3.2

MD&A Disclosure Of Material Weakness

Despite section 3.1, if a non-venture issuer determines that it has a material weakness which exists as at the end of the period covered by its annual or interim filings, as the case may be, it must disclose in its annual or interim MD&A for each material weakness

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.


National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 3 DC&P And ICFR
Section 3.3

Limitations on Scope of Design

(1) Despite section 3.1, a non-venture issuer may limit its design of DC&P or ICFR to exclude controls, policies and procedures of

(a) subject to subsection (3), a proportionately consolidated entity or a special purpose entity in which the issuer has an interest; or

(b) subject to subsection (4), a business that the issuer acquired not more than 365 days before the end of the financial period to which the certificate relates.

(2) An issuer that limits its design of DC&P or ICFR under subsection (1) must disclose in its MD&A

(a) the limitation; and

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.

(3) An issuer must not limit its design of DC&P or ICFR under paragraph (1)(a) except where the certifying officers would not have a reasonable basis for making the representations in the annual or interim certificates because they do not have sufficient access to a proportionately consolidated entity or special purpose entity, as applicable, to design and evaluate controls, policies and procedures carried out by that entity.

(4) An issuer must not limit its design of DC&P or ICFR under paragraph (1)(b) except in the case of

(a) an annual certificate relating to the financial year in which the issuer acquired the business; and

(b) an interim certificate relating to the first, second or third interim period ending on or after the date the issuer acquired the business.