42
Sec. 404
SARBANES-OXLEY ACT OF 2002
SEC. 404. ø
15 U.S.C. 7262¿
MANAGEMENT ASSESSMENT OF INTERNAL
CONTROLS.
(a) R
ULES
R
EQUIRED
.—The Commission shall prescribe rules
requiring each annual report required by section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) to
contain an internal control report, which shall—
(1) state the responsibility of management for establishing
and maintaining an adequate internal control structure and
procedures for financial reporting; and
(2) contain an assessment, as of the end of the most recent
fiscal year of the issuer, of the effectiveness of the internal con-
trol structure and procedures of the issuer for financial report-
ing.
(b) I
NTERNAL
C
ONTROL
E
VALUATION AND
R
EPORTING
.—With re-
spect to the internal control assessment required by subsection (a),
each registered public accounting firm that prepares or issues the
audit report for the issuer, other than an issuer that is an emerg-
ing growth company (as defined in section 3 of the Securities Ex-
change Act of 1934), shall attest to, and report on, the assessment
made by the management of the issuer. An attestation made under
this subsection shall be made in accordance with standards for at-
testation engagements issued or adopted by the Board. Any such
attestation shall not be the subject of a separate engagement.
(c) E
XEMPTION FOR
S
MALLER
I
SSUERS
.—Subsection (b) shall not
apply with respect to any audit report prepared for an issuer that
is neither a ‘‘large accelerated filer’’ nor an ‘‘accelerated filer’’ as
those terms are defined in Rule 12b–2 of the Commission (17
C.F.R. 240.12b–2).
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