SEC. 302. CORPORATE RESPONSIBILITY FOR FINANCIAL REPORTS. (a) REGULATIONS REQUIRED.— The Commission shall, by rule,require, for each company filing periodic reports under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m,78o(d)), that the principal executive officer or officers and the principalfinancial officer or officers, or persons performing similarfunctions, certify in each annual or quarterly report filed or submittedunder either such section of such Act that—(1) the signing officer has reviewed the report;(2) based on the officer’s knowledge, the report does notcontain any untrue statement of a material fact or omit tostate a material fact necessary in order to make the statementsmade, in light of the circumstances under which such statementswere made, not misleading;(3) based on such officer’s knowledge, the financial statements,and other financial information included in the report,fairly present in all material respects the financial conditionand results of operations of the issuer as of, and for, theperiods presented in the report;(4) the signing officers—(A) are responsible for establishing and maintaininginternal controls;(B) have designed such internal controls to ensurethat material information relating to the issuer and itsconsolidated subsidiaries is made known to such officersby others within those entities, particularly during theperiod in which the periodic reports are being prepared;(C) have evaluated the effectiveness of the issuer’sinternal controls as of a date within 90 days prior tothe report; and(D) have presented in the report their conclusionsabout the effectiveness of their internal controls based ontheir evaluation as of that date;(5) the signing officers have disclosed to the issuer’s auditorsand the audit committee of the board of directors (orpersons fulfilling the equivalent function)—(A) all significant deficiencies in the design or operationof internal controls which could adversely affect the issuer’sability to record, process, summarize, and report financialdata and have identified for the issuer’s auditors any materialweaknesses in internal controls; and(B) any fraud, whether or not material, that involvesmanagement or other employees who have a significantrole in the issuer’s internal controls; and(6) the signing officers have indicated in the report whetheror not there were significant changes in internal controls orin other factors that could significantly affect internal controlssubsequent to the date of their evaluation, including any correctiveactions with regard to significant deficiencies and materialweaknesses.(b) FOREIGN REINCORPORATIONS HAVE NO EFFECT.—Nothingin this section 302 shall be interpreted or applied in any wayto allow any issuer to lessen the legal force of the statementrequired under this section 302, by an issuer having reincorporatedor having engaged in any other transaction that resulted in thetransfer of the corporate domicile or offices of the issuer frominside the United States to outside of the United States.(c) DEADLINE.—The rules required by subsection (a) shall be effective not later than 30 days after the date of enactment of this Act.
