Colliers International Group Inc. 10-K/A

ITEM 9A. CONTROLS AND PROCEDURES The disclosure below, included under Item 14 in the Originally Filed 10-K, has been updated to reflect recent SEC pronouncements. a) Evaluation of disclosure controls and procedures. The Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this annual report (the "Evaluation Date"). They have concluded that, as of the Evaluation Date, these disclosure controls and procedures were effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities and would be disclosed on a timely basis. b) Changes in internal control over financial reporting. As of the end of the period covered by this annual report, there were no changes in the Company's internal control over financial reporting that occurred during the period covered by this annual report that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting. c) Limitations on the effectiveness of controls. FirstService's management, including the CEO and CFO, does not expect that the Company's disclosure controls and procedures will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. 38 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K (a) Financial statements, schedules and exhibits 1. Financial statements The documents listed below are included herein under Part II and are also contained in the FirstService Annual Report to Shareholders for 2003: • Report of Independent Accountants; • Consolidated Statements of Earnings for the three years ended March 31, 2003, 2002 and 2001; • Consolidated Balance Sheets as at March 31, 2003 and 2002; • Consolidated Statements of Shareholders' Equity for the three years ended March 31, 2003, 2002 and 2001; • Consolidated Statements of Cash Flows for the three years ended March 31, 2003, 2002 and 2001; and • Notes to the Consolidated Financial Statements. 2. Financial statement schedules • Included in Part IV of this report: Schedule II—Valuation and Qualifying Accounts 3. Exhibits Included in Part IV of this report: • List of Exhibits • Exhibit 21—Subsidiaries of the Registrant (b) Reports on Form 8-K filed during the last quarter of Fiscal 2003 None. 39 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. FIRSTSERVICE CORPORATION Registrant February 11, 2004 /s/ JOHN B. FRIEDRICHSEN John B. Friedrichsen Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in their capacities and on the date indicated. Name and signature Title Date /s/ JAY S. HENNICK Jay S. Hennick President, Chief Executive Officer and Director (Principal executive officer) February 11, 2004 /s/ JOHN B. FRIEDRICHSEN John B. Friedrichsen Senior Vice President and Chief Financial Officer (Principal financial and accounting officer) February 11, 2004 /s/ DAVID R. BEATTY David R. Beatty Director February 11, 2004 /s/ BRENDAN CALDER Brendan Calder Director February 11, 2004 /s/ PETER F. COHEN Peter F. Cohen Director February 11, 2004 /s/ STEVEN ROGERS Steven Rogers Director February 11, 2004 40 INDEX TO EXHIBITS Exhibit # Description 3.1 Articles of Incorporation and Amendment. Incorporated by reference to Form 10-Q for the period ended June 30, 1999, filed on August 12, 1999. 3.2 By-Laws and Amendments. Incorporated by reference to Form 10-Q for the period ended June 30, 1999, filed on August 12, 1999. 10.1 Credit Facility dated April 1, 1999 among the Company and a syndicate of bank lenders. Incorporated by reference to Form 10-Q for the period ended June 30, 1999, filed on August 12, 1999. 10.2 FirstService Corporation Amended Stock Option Plan #2. Incorporated by reference to Form 10-K for the year ended March 31, 2000, filed on June 29, 2000. 10.3 FirstService Corporation Amended Share Purchase Plan #2. Incorporated by reference to Form 10-K for the year ended March 31, 2000, filed on June 29, 2000. 10.4 Amended and Restated Credit Agreement dated June 21, 2001 among the Company and a syndicate of bank lenders. Incorporated by reference to Form 10-Q for the quarter ended June 30, 2001 filed on August 14, 2001. 10.5 Note and Guarantee Agreement—$100 million U.S. 8.06% Guaranteed Senior Secured Notes due 2011. Incorporated by reference to Form 10-Q for the quarter ended June 30, 2001 filed on August 14, 2001. 31.1-31.2 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a). 32.1-32.2 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 41 QuickLinks FIRSTSERVICE CORPORATION Annual Report on Form 10-K/A March 31, 2003 INDEX REPORT OF MANAGEMENT REPORT OF INDEPENDENT ACCOUNTANTS FIRSTSERVICE CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS (in thousands of U.S. Dollars, except per share amounts)—in accordance with United States generally accepted accounting principles FIRSTSERVICE CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands of U.S. Dollars)—in accordance with United States generally accepted accounting principles FIRSTSERVICE CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (in thousands of U.S. Dollars)—in accordance with United States generally accepted accounting principles FIRSTSERVICE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of U.S. Dollars)—in accordance with United States generally accepted accounting principles NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (in thousands of U.S. Dollars, except per share amounts)—in accordance with United States generally accepted accounting principles PART IV SIGNATURES INDEX TO EXHIBITS