Corporate America is still coming to grips with policies and procedures surrounding the certifications of SEC filings required by chief executive officers and chief financial officers under the Sarbanes-Oxley Act. Section 302 of the Act requires that CEOs and CFOs must certify in each annual and quarterly report that the officer has reviewed the report, that based on the officer's knowledge the report does not contain any untrue statement of a material fact or omit to state a necessary material fact, and that based on the officer's knowledge, the financial statements and other financial information included in the report fairly present in all material respect the financial condition and results of operations of the issuer.
The assigning officers must also attest that they are responsible for establishing and maintaining internal controls, that they have designed such controls to ensure that material information is made known to the officers, that they have presented their conclusions about the effectiveness of those controls in the report, and they that have disclosed both to the outside auditors and to the company's audit committee (a) all significant deficiencies in the design or operation of internal controls which could adversely effect the issuer's ability to record, process, summarize and report financial data and (b) any fraud, whether or not material, involving any employee who has a significant role in the issuer's internal controls.
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