TITLE III - CORPORATE RESPONSIBILITY
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.
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