Compliance with Section 302

Abstract

Section 302, more than any other, sets the bar for regulatory response for affected companies. It was the first point of focus for these companies, and the area where the first substantial efforts were made to ensure compliance. Section 302 became effective on August 29, 2002. It establishes the accountability of senior executives (for most companies these are the CEO and CFO) for the certification of financial reports, and the system of internal controls over the process that supports those reports. This section applies to companies filing quarterly and annual reports with the SEC under Section 13(a) or 15(d) of the Securities Exchange Act. It has two main requirements:

• Senior officers must certify financial reports.

• The companies must make a set of disclosures that are not misleading and are timely.