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CEO/CFO Certification Update

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  • Baker, John
    The Securities and Exchange Commission today published an update on its proposal to require principal executive officers and principal financial officers to
    Message 1 of 1 , Aug 2, 2002
      The Securities and Exchange Commission today published an update on its proposal to require principal executive officers and principal financial officers to certify the contents of quarterly and annual reports on Forms 10-Q and 10-K. Release No. 34-46300 (Aug. 2, 2002). The update notes that section 302 of the Sarbanes-Oxley Act provides that this certification requirement shall be in effect by August 29, 2002. The certification required by section 302 is somewhat different from the certification previously proposed by the SEC; the SEC said that it will adopt a form of certification that conforms to the statutory requirements, but still proposes to adopt an additional requirement as to maintenance of company procedures. The SEC added that it is considering the manner of application of section 302 to registered investment companies and asked for comment on this point. Comments continue to be due August 19, 2002, although the SEC requests that comments be submitted as soon as possible. The SEC release is available at


      The SEC noted in a footnote that this release does not relate to the separate CEO/CFO certification requirement in section 906 of the Sarbanes-Oxley Act, which, by its terms, was effective on enactment of the Act on July 30, 2002. The CEO/CFO certifications are beginning to show up on EDGAR; some filings do not include the certifications, either because the filer chose to provide them separately to the SEC or because the filer was not aware of the certification requirement. A substantial number of filers, however, are filing the certifications on EDGAR, either as exhibits or by adding language to the signature page. Some filers have added a knowledge limitation, but the certifications otherwise seem to follow the statutory language strictly (e.g., no additional language asserting that the certification is only for purposes of section 906). Some examples from EDGAR:

      3Com Corporation (certification on Form 10-K exhibit, no knowledge limitation):


      PG&E Corporation (certification on Form 10-Q exhibit, "to the best of my knowledge and belief"):


      State Street Corporation (certification follows Form 10-Q signature page, "to my knowledge"):


      For my earlier posts on CEO/CFO certifications, see


      John M. Baker <JMB@...>
      Stradley, Ronon, Stevens & Young, LLP Http://www.stradley.com
      1220 19th Street, N.W., Suite 700, Washington, DC 20036
      (202) 419-8413 Fax (202) 822-0140
      FundLaw Listowner Http://groups.yahoo.com/group/fundlaw
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