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Roles and Responsibilities of Management - page 18 / 26

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Internal Control Over Financial Reporting

1.

Management responsibilities under Section 302 of SOX.

2.

Management responsibilities under Section 404 of SOX.

The CEOs and CFOs of small- and medium-size and foreign companies still certify their ICFR under Section 302 of SOX for their 2004–2005 filings and onward. However, the SEC has postponed Section 404 compliance for smaller companies (market capitalization of less than $75 million) and foreign companies to their fiscal years ending on or after December 15, 2007.

Section 404 requires management and auditors to test and report on the effectiveness of internal controls above and beyond the requirements of Section 302.

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