Commission Proposes Amendments Regarding CEO, CFO Certification Under Sarbanes-Oxley


Washington, D.C., March 21, 2003 -- The Securities and Exchange Commission today proposed amendments to its rules and forms that would require companies to provide the corporate officer certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as exhibits to the periodic reports to which they relate. The Commission also is publishing interim guidance regarding the filing procedures for the certifications required by Section 906, pending the adoption of final rules.

The purpose of the proposed amendments is to make it easier for investors to access the certifications more efficiently. In addition, the Commission staff, and, in the case of the Section 906 certifications, the Department of Justice, would be able to search a periodic report more expeditiously to verify that the required certifications have been included in the report and to review the certifications.

Section 302 of the Sarbanes-Oxley Act requires the principal executive and financial officers of a company filing periodic reports to certify in each quarterly and annual report, among other things, that 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, and 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 company.

Section 906 of the Sarbanes-Oxley Act adds a provision to the U.S. criminal laws that contains a separate certification requirement. This provision expressly created new criminal penalties for a knowingly or willfully false certification.

The amendments proposed today affect rules and forms under the Securities Exchange Act of 1934 and the Investment Company Act of 1940.

The Commission invites public comment on the proposed amendments. Comments should be received within 45 days of publication of the proposed amendments in the Federal Register. For further information, please contact Mark A. Borges or Andrew Thorpe, Special Counsel, Office of Rulemaking, Division of Corporation Finance, at (202) 942-2910, or Carol McGee or Jonathan Ingram, Special Counsel, Office of Chief Counsel, Division of Corporation Finance, at (202) 942-2900, or, with respect to investment companies, Christian Broadbent, Senior Counsel, Office of Disclosure Regulation, Division of Investment Management, at (202) 942-0721.

Last modified: 3/21/2003