Sarbanes-Oxley Section 302 Certification

Summary

This certification (Section 302 Certification) template is required by Section 302 (15 U.S.C. § 7241) of the Sarbanes-Oxley Act of 2002 (SOX) and Rules 13a-14(a) (17 C.F.R. § 240.13a-14(a)) and 15d-14(a) (17 C.F.R. § 240.15d-14(a)) under the Securities Exchange Act of 1934 (Exchange Act). This template includes practical guidance and drafting notes. Every reporting company, including foreign private issuers (FPIs), must submit a Section 302 Certification signed by its principal executive officer and a Section 302 Certification signed by its principal financial officer with each periodic report filed with the Securities and Exchange Commission (SEC). The Section 302 Certification relates to the period covered by the report and attests to: • The accuracy and completeness of the disclosure and fair presentation of the financial statements and information in the report • The establishment and maintenance of disclosure controls and procedures –and– • Deficiencies in, and material changes to, the company's internal control over financial reporting The Section 302 Certification for U.S. companies is set forth in Item 601(b)(31) (17 C.F.R. § 229.601(b)(31) of Regulation S-K and, except as discussed in the drafting notes to this template, may not be modified. Asset-backed issuers must provide a modified certification that reflects their different operational structure and reporting requirements. The Section 302 Certification for FPIs is set forth in Form 20-F (the annual report template for FPIs) and Form 40-F (the annual report template available to eligible Canadian issuers). Failing to file a Section 302 Certification will render the report incomplete and may render the company unable to use Form S-3, which requires the company to have timely filed its reports for the prior 12 months. It may also temporarily make unavailable Rule 144 (17 C.F.R. § 230.144) under the Securities Act of 1933 (Securities Act) for unregistered sales of the company's securities, and Form S-8 to register the company's equity compensation plans, both of which require that the company be current in its public reporting. A false certification may result in an SEC enforcement action for violating the Exchange Act or both SEC and private litigation alleging fraud in violation of Section 10(b) of the Exchange Act (15 U.S.C. § 78j) and Exchange Act Rule 10b-5 (17 C.F.R. § 240.10b-5). A false certification also may result in liability under Section 11 (15 U.S.C. § 77k) or 12(a)(2) (15 U.S.C. § 77l) of the Securities Act if the accompanying report is incorporated by reference into a registration statement or a prospectus. For more information on Section 302 Certifications, see CEO-CFO Certification Preparation. For a discussion of SOX compliance for public companies, see Public Company Responsibilities Memorandum.