Sarbanes-Oxley
Act
Section 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, 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. |