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SEC & PCAOB > PCAOB > Auditing Standard No. 2 > Required Management Certifications

Source:
PCAOB Release 2004-001
March 9, 2004
Page A54 Standard

Required Management Certifications

200. Section 302 of the Act, and Securities Exchange Act Rule 13a-14(a) or 15d- 14(a), whichever applies,25/ requires a company's management, with the participation of the principal executive and financial officers (the certifying officers), to make the following quarterly and annual certifications with respect to the company's internal control over financial reporting:

A statement that the certifying officers are responsible for establishing and maintaining internal control over financial reporting;
A statement that the certifying officers have designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
A statement that the report discloses any changes in the company's internal control over financial reporting that occurred during the most recent fiscal quarter (the company's fourth fiscal quarter in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting. 201. When the reason for a change in internal control over financial reporting is the correction of a material weakness, management has a responsibility to determine and the auditor should evaluate whether the reason for the change and the circumstances surrounding that change are material information necessary to make the disclosure about the change not misleading.26/ 25/ See 17 C.F.R., 240.13a-14a or 15d-14a, whichever applies. 26/ See Securities Exchange Act Rule 12b-20, 17 C.F.R. 240.12b-20.



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