American History

The Act requires the CEO/CFO to certify

They have reviewed the annual and quarterly reports

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 not misleading

Based on their knowledge the fairness of the financial statements and the financial information included in the quarterly reports, fairly represent the financial conditions and the results of the operations of the issuer during the period covered by the report.

The design and implementation of internal controls, which would result in material information about the issuer and its subsidiaries being made known to the signing officers during the period of the report.

Evaluation of the efficacy of such internal controls within 90 days prior to the report and their conclusions about the effectiveness of such controls.

Disclosure of all deficiencies in the design and implementation of the internal control system to the external auditors as well as the audit committee and about any fraud whether material or not that has taken place by either employees or management who have a significant role to play in the internal control.

Any changes to the internal control including any corrective action that to remove deficiencies or material weaknesses, that may have a material impact on the controls subsequent to evaluation.

The penalty for false certifications is pretty stiff with fines ranging upto $1-$5 million and imprisonment for a period of 10-20 years depending upon the seriousness of the situation. For restatements too the penalty is severe.

The Act also requires the issuer to disclose to the public on current basis additional information regarding material changes in the financial condition or operations of the issuer. The related party disclosures require enhanced disclosures and filing in a way which enables real time access to the public.

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