SOxOfficer Disclosure Sign-off

SOxOfficer Disclosure Sign-off

Exhibit 2.3 is an example of an officer disclosure sign-off type of statement that officers will be requested to sign. While this exhibit is not an official PCAOB form, it is based on SEC documents, showing the types of things an officer will be asked to certify.

TITLE IV: ENHANCED FINANCIAL DISCLOSURES

This title of SOxis designed to correct some financial reporting disclosure problems, to tighten up conflict-of-interest rules for corporate officers and directors, to mandate a management assessment of internal controls, to require senior officer codes of conduct, and other matters.

Expanded Conflict-of-Interest Provisions, Disclosures, and Codes of Ethics

As an important element of enterprise governance, SOxrequires that corporations must adopt a code of ethics for their senior financial officers and disclose compliance with this code as part of their annual financial reporting. SOxdoes not address the content of these enterprise-wide codes of ethics, but focuses on the need for the same standards for senior officers as for all employees in the enterprise. SOx specifically requires that an enterprise’s code of ethics or conduct for its senior officers must reasonably promote:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• Full, fair, accurate, timely, and understandable disclosure in the enterprise financial reports; and

• Compliance with applicable governmental rules and regulations.

               

                Codes of Ethics

If an enterprise has a code of conduct, management should assure that this code applies to all members of the enterprise, is consistent with SOx, and that these ethical rules are communicated to all members of the enterprise, including the officers. The key governance issue here is making sure that the existing code of conduct covers the above SOxrules, that it has been communicated to senior management, and that these officers have agreed to comply with it.

Other SOxRules and Requirements

SOxalso includes a large and complex set of rules covering such areas as audit committee governance requirements, security analyst conflicts of interest, and other financial disclosure rules.