THE EFFECTS OF THE SARBANES-OXLEY ACT ON DIRECTORS’ RESPONSIBILITIES AND LIABILITIES . Robert D. Strahota, Assistant Director * Office of International Affairs U.S. Securities and Exchange Commission Prepared for Third OECD South-Eastern Europe Corporate Governance Roundtable
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Robert D. Strahota, Assistant Director*
Office of International Affairs
U.S. Securities and Exchange Commission
Third OECD South-Eastern Europe Corporate Governance Roundtable
November 21-22, 2002
*The U.S. Securities and Exchange Commission, as a matter of policy, disclaims responsibility for any publication or presentation by its employees. The views expressed in this presentation are those of Mr. Strahota and do not necessarily reflect the views of the Commission, individual Commissioners, or Mr. Strahota’s colleagues on the staff of the Commission.
“a committee (or equivalent body) established by and amongst the board of directors of an issuer for purposes of overseeing the accounting and financial reporting processes of the issuer and audits of the financial statements of the issuer; and …if no such committee exists with respect to an issuer, the entire board of directors of the issuer”
The CEO and CFO
This reflects SEC and Congressional intent that the CEO and CFO certifications are intended to be broader in scope
A violation by any person of this Act, any rule or regulation of the Commission under this Act, of any rule of the [Public Company Accounting Oversight Board] shall be treated for all purposes in the same manner as a violation of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) or the rules or regulations issued thereunder, consistent with the provisions of this Act, and any such person shall be subject to the same penalties, and the same extent, as for a violation of that Act or such rules or regulations.