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Guidance for Directors: Disclosure & Certification – What’s at Stake?

(aussi disponible en français)

Guidance for Directors: Disclosure & Certification – What’s at Stake? - This product is available in the following media types: Book (Softcover)

Guidance for Directors: Disclosure and Certification — What’s at Stake sets out the elements of a certification support process and key questions for directors to ask the audit committee when reviewing the audit committee’s report about the effectiveness of the certification process.


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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. This 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. 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).

This Briefing sets out the elements of a certification support process and key questions for directors to ask the audit committee when reviewing the audit committee’s report about the effectiveness of the certification process. It summarizes the steps directors can take to protect themselves and their companies regarding securities class actions for misrepresentations and failure to disclose. In addition, directors will find this Briefing useful in assessing their present approach to oversight of corporate disclosures more broadly and assessing whether the company is deriving the most value from the certification support process. The Briefing should prompt valuable discussions among directors and serve as a basis for useful dialogue between boards, audit committees, executives and internal and external auditors.


ISBN: 978-1-55385-807-2
Publication Date: May 9, 2014

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