Sarbanes-Oxley Act section 302: certification of periodic reports by the principal executive and principal financial officers

Section 302 directs the Commission to require, for each company filing periodic reports under section 13(a) or 15(d) of the Securities Exchange Act of 1934, that the principal executive officer or officers and the principal financial officer or officers, or persons performing similar functions, certify in each annual or quarterly report.

Rule 13a-14 requires each report on Form 10-Q, Form 10-K, Form 20-F or Form 40-F filed under section 13(a) of that Act to include the certifications, other than a report filed by an asset-backed issuer or a report on Form 20-F filed under Rule 13a-19, and requires them to be filed as an exhibit to the report. Each principal executive and principal financial officer of the issuer, or person performing similar functions, at the time of filing of the report must sign a certification.

An officer may not have the certification signed on his or her behalf under a power of attorney or other form of confirming authority.

An asset-backed issuer instead includes with each annual report and transition report on Form 10-K a certification signed by the senior officer in charge of securitization of the depositor if the depositor signs the report, or by the senior officer in charge of the servicing function of the servicer if the servicer signs the report on behalf of the issuing entity. The signing officers certify that they have reviewed the report.

They certify that, 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 made, in light of the circumstances under which they were made, not misleading.

They certify that, based on the officer's knowledge, 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 issuer as of, and for, the periods presented.

They certify that they are responsible for establishing and maintaining internal controls and have designed those controls to ensure that material information relating to the issuer and its consolidated subsidiaries is made known to them by others within those entities.

They certify that they have evaluated the effectiveness of the issuer's internal controls as of a date within 90 days before the report, and have presented in the report their conclusions about that effectiveness based on that evaluation.

They certify that they have disclosed to the issuer's auditors and the audit committee of the board of directors, or persons fulfilling the equivalent function, all significant deficiencies in the design or operation of internal controls that could adversely affect the issuer's ability to record, process, summarize, and report financial data, and have identified for the auditors any material weaknesses in internal controls.

They certify that they have disclosed to the same auditors and audit committee any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls.

They certify that they have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls after the date of their evaluation, including any corrective actions regarding significant deficiencies and material weaknesses. The Commission's rule requiring the certifications took effect on August 29, 2002.

A violation of the Act or of a rule of the Commission under it is treated for all purposes in the same manner as a violation of the Securities Exchange Act of 1934. A person who commits such a violation is subject to the same penalties, and to the same extent, as for a violation of the Securities Exchange Act of 1934 or the rules and regulations issued under it.