SEC Issues Final Rules on Certification of Disclosure in Quarterly and Annual Reports 

September, 2002 - Stephen P Allison

To Our Public Company Clients and Friends: The SEC has adopted final rules effective August 29, 2002, under Section 302 of the Sarbanes-Oxley Act of 2002 (the “Act”) requiring principal executive officers and principal financial officers of all public companies to certify the accuracy of their annual reports on Form 10-K and quarterly reports on Form 10-Q. These representations are new and are not part of the certification required under Section 906 of the Act. The Section 302 certification applies to quarterly and annual reports and requires extensive representations by the principal financial officers and principal executive officers of public companies, or others performing similar functions. These representations include statements as to their responsibility for the company’s internal reporting controls, both financial and non-financial. The certifications include representations regarding both the design of disclosure controls and procedures, and the evaluation of effectiveness of the company’s disclosure controls and procedures within 90 days prior to the report. Disclosure of any conclusion about the effectiveness of controls and procedures and changes in internal controls are now required to be disclosed in the public reports. The rules apply to all public companies, including small businesses and foreign private issuers. There is a special tailored form of certification for asset-backed issuers. Certification of Quarterly and Annual Reports Exchange Act Rules 13a-14 and 15d-14 require that the principal executive officer and the principal financial officer of each company filing periodic reports must certify in each annual or quarterly report filed with the SEC that, among other things: the signing officer has reviewed the report; 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, not misleading; 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, results of operations and cash flows of the issuer as of, and for, the periods presented in the report;


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