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The Sarbanes-Oxley Act of 2002 Section 404 - Management Assessment of Internal Controls.

The Sarbanes-Oxley Act of 2002

TITLE IV - ENHANCED FINANCIAL DISCLOSURES

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SEC. 404. MANAGEMENT ASSESSMENT OF INTERNAL CONTROLS.

(a) RULES REQUIRED. - The Commission shall prescribe rules requiring each annual report required by section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) to contain an internal control report, which shall -

(1) state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and

(2) contain an assessment, as of the end of the most recent fiscal year of the issuer, of the effectiveness of the internal control structure and procedures of the issuer for financial reporting.

(b) INTERNAL CONTROL EVALUATION AND REPORTING. - With respect to the internal control assessment required by subsection (a), each registered public accounting firm that prepares or issues the audit report for the issuer shall attest to, and report on, the assessment made by the management of the issuer. An attestation made under this subsection shall be made in accordance with standards for attestation engagements issued or adopted by the Board. Any such attestation shall not be the subject of a separate engagement.

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About OpenPages

OpenPages is the leading provider of Governance, Compliance and Risk Management solutions for Sarbanes-Oxley Compliance, Financial Controls Management, General Compliance Management, Operational Risk Management and IT Governance. The company’s solutions provide the visibility, decision support and control to improve accountability, better manage risk, achieve compliance with numerous regulations, improve operational performance and align strategies to ensure better results.

Market-leading corporations in financial services, manufacturing, telecommunications, media/entertainment, retail/consumer, energy, high technology, health services and life sciences rely on OpenPages to help them achieve sustainable governance, risk and compliance management -- enabling them to become well-governed businesses. Founded in 1996, the company is headquartered in Waltham, Massachusetts, with regional offices throughout North America and international offices in London, Munich, Paris, Tokyo and Hong Kong.

For more information on OpenPages' suite of business governance software solutions or to register for an online demonstration, please call 781-693-5999 or visit www.openpages.com.