Market Opportunity

Apflying Bill 198

the deadline fast approaches for sopie comp|nies to adopt the requirements of what some referto as "Caftadian SOX", it's worth considering how best to do so. CMA Madeleine Ferris takes a close look at CoCo and COSO ifl^a soon-to-be book

ladeleine Ferris, CMA

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n 2002, the Ontario Securities Commission (OSC) introduced Bill 198 in response to the reforms taking place in the U.S. under the Sarbanes-Oxley Act and to regain the confidence of investors in Canada's capital markets. In the soon-to-he published

Governance, Risk, and Compliance Handbook, {John

Wiley & Sons, December 2007), Madeleine Ferris, CMA, takes a careful look at the new regulations and how best to implement them. The following is a shortened adaptation of that chapter. The purpose of Multilateral Instrument 52-109 (MI 52109) — Certification ofDiscloyiire in Issuers'' Annual and Intenm

After considering the feedback received during the comment period from a wide range of stakeholders and recent developments intemadonally, pardcularly in the U.S., the OSC expanded MI 52109 to include internal control repordng requirements. The most significant difference from U.S. law is that the issuer does not have to obtain from its external auditor an internal control audit opinion concerning management's assessment of the effectix'eness of internal control over financial reporting.

What Is required?

Filings is to improve the quality and reliability of reporting issuer's annual and interim disclosures. The initial phase of the ruling required CEOs and CFOs to certify that they have designed, or supervised the design of, internal controls and disclosure controls and procedures and implemented those controls. Annually, they must evaluate the effectiveness of their internal controls and disclosure controls and procedures and present their conclusions regarding their effectiveness in the annual MD&A. They must disclose to the issuer's audit committee and independent auditors any...