SOX 302, CEO/CFO Certification

The SOX 302, CEO/CFO Certification Challenge

Section 302 of the Sarbanes-Oxley Act (SOX) states that CEOs and CFOs must certify the effectiveness of their disclosure controls and procedures (DC&P) in ensuring they receive information in sufficient time to determine its materiality and whether to disclose it to the public. This regulation has been in effect since July 30, 2002.

Canada’s MI 52-109 mirrors SOX 302.

For most companies, CEOs and CFOs are the certifying officers, but the regulations can extend to other officers who have a major role in financial reporting and the disclosure process. Certification is required for all quarterly and annual reports.

Requirements for Certification of Disclosure Controls & Procedures (DC&P)

Signing officers must certify that their company has effective DC&Ps in place and that these are maintained and regularly evaluated to ensure their ongoing effectiveness. Corporate DC&Ps must guarantee information reaches the CEO and CFO in a timely manner that enables them to determine its materiality, decide if it should be disclosed to the public and, if disclosed, to certify the disclosure is comprehensive, accurate and fairly presented.

Solution – Q4 Disclosure Management Software

The strict requirements of both U.S. and Canadian DC&P legislation cannot be addressed by any one technology. Rather, a number of software solutions that closely integrate with internal controls and procedures are required.
 
Q4 offers web-based software designed to help issuers comply with disclosure legislation and aid their CEO/CFO certification.

 

Q4 WEB is a complete corporate web site and disclosure management system that gives you full control over the content, functionality and navigation of your corporate and investor web site. By capturing detailed records of all web site changes and approvals in a verifiable, time-stamped audit trail, Q4 WEB applies the same stringent DC&P that you apply to other forms of disclosure. The system allows you to report on site content and to instantly recall fully functioning versions of your web site from any point in time.

Q4 WEB maps your workflow to your DC&P so that information funnels up within your organization to permit timely internal exposure and decision making.

Learn More