|
|
 |
|
Sarbanes Oxley
Act Section 302
|
SEC. 302.
CORPORATE RESPONSIBILITY FOR FINANCIAL
REPORTS.
(a) REGULATIONS
REQUIRED.—The Commission shall, by
rule,
require, for
each company filing periodic reports under
section 13(a)
or 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C.
78m,
78o(d)), that
the principal executive officer or officers
and the principal
financial
officer or officers, or persons performing
similar
functions,
certify in each annual or quarterly report
filed or submitted
under either
such section of such Act that—
(1) the
signing officer has reviewed the report;
(2) based on
the officer’s knowledge, the report does not
contain any
untrue statement of a material fact or omit to
state a
material fact necessary in order to make the
statements
made, in
light of the circumstances under which such
statements
were made,
not misleading;
(3) based on
such officer’s knowledge, the financial
statements,
and other
financial information included in the report,
fairly
present in all material respects the financial
condition
and results
of operations of the issuer as of, and for,
the
periods
presented in the report;
(4) the
signing officers—
(A) are
responsible for establishing and maintaining
internal
controls;
(B) have
designed such internal controls to ensure
that material
information relating to the issuer and its
consolidated
subsidiaries is made known to such officers
by others
within those entities, particularly during the
period in
which the periodic reports are being prepared;
(C) have
evaluated the effectiveness of the issuer’s
internal
controls as of a date within 90 days prior to
the report;
and
(D) have
presented in the report their conclusions
about the
effectiveness of their internal controls based
on
their
evaluation as of that date;
(5) the
signing officers have disclosed to the
issuer’s auditors
and the audit
committee of the board of directors (or
persons
fulfilling the equivalent function)—
(A) all
significant deficiencies in the design or
operation
of internal
controls which could adversely affect the
issuer’s
ability to
record, process, summarize, and report
financial
data and have
identified for the issuer’s auditors any
material
weaknesses in
internal controls; and
(B) any
fraud, whether or not material, that involves
management or
other employees who have a significant
role in the
issuer’s internal controls; and
(6) the
signing officers have indicated in the report
whether
or not there
were significant changes in internal controls
or
in other
factors that could significantly affect
internal controls
subsequent to
the date of their evaluation, including any
corrective
actions with
regard to significant deficiencies and
material
weaknesses.
(b) FOREIGN
REINCORPORATIONS HAVE NO EFFECT.—Nothing
in this
section 302 shall be interpreted or applied in
any way
to allow any
issuer to lessen the legal force of the
statement
required
under this section 302, by an issuer having
reincorporated
or having
engaged in any other transaction that resulted
in the
transfer of
the corporate domicile or offices of the
issuer from
inside the
United States to outside of the United States.
(c) DEADLINE.—The
rules required by subsection (a) shall be
effective not
later than 30 days after the date of enactment
of
this Act.
Join the Sarbanes Oxley Compliance
Professionals Association (SOXCPA). Membership
is Free:
www.sarbanes-oxley-association.com/How_to_become_member.htm
Member Benefits:
www.sarbanes-oxley-association.com/Member_Benefits.htm
Reading Room
www.sarbanes-oxley-association.com/Reading_Room.htm
Certified Sarbanes Oxley Expert -
Distance Learning and Online Certification
Program
www.sarbanes-oxley-association.com/Distance_Learning_and_Certification.htm
Certified EU Sarbanes Oxley Expert -
Distance Learning and Online Certification
Program
www.sarbanes-oxley-association.com/CEUSOE_Distance_Learning_and_Certification.htm
Privacy and Compliance with the
Federal Trade Commission Fair, the California
Online Privacy Protection Act, the Children
Online Privacy Protection Act, the Privacy
Alliance, the Controlling the Assault of
Non-Solicited Pornography and Marketing Act
www.sarbanes-oxley-association.com/Privacy.htm
|
|
| | | |
 |