Sarbanes-Oxley Act Sections 302 and 906
SOX 302 and 906 certifications are the personal statements that a public company's principal executive officer and principal financial officer sign and attach to each 10-K and 10-Q, vouching for the accuracy of the report and the company's controls. The SEC implements the Section 302 certification through Exchange Act Rule 13a-14(a), filed as Exhibit 31; the Section 906 certification is required by 18 U.S.C. 1350 and Rule 13a-14(b), and is furnished as Exhibit 32.
Rule 13a-14 applies to reports on Forms 10-Q, 10-K, 20-F, and 40-F. The Exhibit 31 certification must use the exact wording set out in Item 601(b)(31) of Regulation S-K, and each officer signs a separate one. In it, the officer states that he or she has reviewed the report; that, to his or her knowledge, it contains no material misstatement or omission; that the financial statements fairly present the company's condition, results, and cash flows; that the officers are responsible for disclosure controls and internal control over financial reporting and have evaluated them; and that they have told the auditors and audit committee about all significant deficiencies and material weaknesses and about any fraud involving people with a significant role in those controls.
The Exhibit 32 certification may be a single document signed by both officers. It is furnished rather than filed, so it is not subject to Section 18 liability or incorporated into other filings unless the company chooses. Neither certification may be signed by someone else under a power of attorney. A company that has not yet become subject to the ICFR rules may omit the certification's internal-control language until it does. Under Rule 12b-15, an amended report such as a 10-K/A needs fresh certifications.
For investors, the certifications are a reminder that the CEO and CFO are personally on record for each periodic report. A material weakness disclosed elsewhere in a filing is something the certifying officers have represented that they reported to the audit committee.
A: The 302 certification (Exhibit 31) is a detailed statement about the report's accuracy and the company's disclosure and internal controls, signed separately by each officer and filed. The 906 certification (Exhibit 32) is a shorter statement under 18 U.S.C. 1350 that can be signed jointly and is furnished.
A: The company's principal executive officer and principal financial officer, or the people performing those functions, at the time the report is filed. They cannot delegate the signature through a power of attorney.
A: Yes. Rule 12b-15 requires an amendment to a report that carries these certifications to include new ones from each principal executive and principal financial officer.
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