Guidance for Management: Disclosure and Certification – What’s at Stake?

Directors and officers are at significant risk of personal civil liability under securities class action legislation in the event of misrepresentations in a company’s public statements or failure to make appropriate, timely disclosures. Effective board oversight of corporate disclosures is key to mitigating this risk. The objectives of the certifying officers are to ensure that the organization’s financial filings are reliable, that there is effective internal control over financial reporting (ICFR) and there are effective disclosure controls and procedures (DC&P).The board’s oversight role includes directors assuring themselves that the content and control certifications made by the CEO and CFO have been supported by a formal, documented certification support process.

This Briefing provides guidance to management on the establishment, implementation and execution of a formal, documented certification support process. It will also be useful to audit committee members in making appropriate enquiries of management and the external auditors about the certifications and the support process.