Public Companies

With internal controls and enhanced financial disclosure at the centre of compliance efforts to date, it’s easy to forget that the regulatory burden extends far beyond accounting rules.

A few examples:

• Under Bill 198’s secondary market liability regime, defendants can only escape liability by proving the exercise of due diligence in conducting a reasonable investigation into company disclosures
• MI 52-109 will require CEOs and CFOs to personally certify that they have designed and implemented “disclosure controls and procedures”
• Under National Instrument 58-101, reporting issuers that adopt a written code of ethics must disclose how the board monitors compliance with the company code of ethics

With Section 404 of SOX at the center of compliance efforts to date, it’s easy to forget that the regulatory burden extends far beyond accounting rules.

A few examples:

• Section 302 of SOX requires CEOs and CFOs to personally certify that they have established and maintain “disclosure controls and procedures”
• The NYSE Listed Company Manual requires an annual certification by CEOs that they are not aware of any violation of the exchange’s corporate governance listing standards
• The U.S. Federal Sentencing Guidelines mandate the establishment, monitoring and company-wide exposure of an “effective compliance program”