Summary of the Final Rules

The final rules require the annual report of every company that files periodic reports under section 13(a) or 15(d) of the Exchange Act, other than reports by registered investment companies, to contain a report of management that includes:

A statement of management's responsibility for establishing and maintaining adequate internal control over financial reporting for the company;

A statement identifying the framework used by management to evaluate the effectiveness of the company's internal control over financial reporting;

Management's assessment of the effectiveness of the company's internal control over financial reporting, as of the end of the most recent fiscal year; and

A statement that the registered public accounting firm that audited the financial statements included in the annual report has issued an attestation report on management's evaluation of the company's internal control over financial reporting.

We are adding these requirements pursuant to the legislative mandate in section 404 of the Sarbanes-Oxley Act. Under our final rules, a company also will be required to evaluate and disclose any change in its internal control over financial reporting that occurred during the fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

We are also adopting amendments to require companies to file the certifications mandated by sections 302 and 906 of the Sarbanes-Oxley Act as exhibits to their annual, semi-annual and quarterly reports. These amendments will enhance the ability of investors, the Commission staff, the Department of Justice and...