Section 302 of the Sarbanes-Oxley Act of 2002 requires the SEC to issue rules that would require the CEO and CFO of public companies to certify in each annual or quarterly report filed or submitted to the Commission that:

1. the signing officer has reviewed the reports
   
   
2. based on the officer’s knowledge, the report does not contain any untrue statement of a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading
   
   
3. based on the officer’s knowledge, the financial statements and other financial information included in the report, fairly present, in all material respects the financial condition and results of operations of the issuer as of, and for, the periods presented in the report
   
   
4. the signing officers
   1. are responsible for establishing and maintaining internal controls
   2. have designed such internal controls to ensure that material information relating to the issuer and its consolidated subsidiaries is made known to such officers by others within those entities, particularly during the period in which the periodic reports are being prepared
   3. have evaluated the effectiveness of the issuer’s internal controls as of a date within 90 days prior to the report, and
   4. have presented in the report their conclusions about the effectiveness of their internal controls based on their evaluation of that date
      
      
5. the signing officers have disclosed to the issuer’s auditors and the audit committee of the board of directors
   1. any significant deficiencies in the design or operation of internal controls
   2. any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control
      
      
6. the signing officers have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
   

The SEC issued final rules (http://www.sec.gov/rules/final/33-8238.htm).

We have heard that in many companies, the CEO and CFO are requesting people within the finance organization to certify to them (the CEO and CFO) much of the same information that they must certify to the SEC, often referred to as sub-certification.

Many of our members have asked for information about what other companies are doing and so we asked people to submit copies of what they use as sub-certifications so members could compare – sort of a non-disclosed benchmark. We hesitate to call these “best practices” because frankly, we don’t know if they are… but we do know that it is useful information.

Further down on this page we have provided links that will enable you to download some of these sub-certifications. Click on the NUMBER next to the descriptor of the document to download the Word file associated with the document.

DISCLAIMER: These sample sub-certifications are designed to provide illustrative information with respect to the subject matter covered. It does not establish standards or preferred practices. These materials have not been considered or acted upon by any senior technical committee or the AICPA Board of Directors and does not represent an official opinion or position of the AICPA or the companies that submitted their samples. These sample documents are provided with the understanding that the author, publisher, and sponsors are not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required the services of a competent professional should be sought. The AICPA and the companies that submitted samples make no representations, warranties, guarantees as to, and assume no responsibility for the content or application of the material contained herein, and expressly disclaim all liability for any damages arising out of the use of, reference to, or reliance on such materials.

Following are the submissions from members

1. A Fortune 500 company in the service sector. #1
   
   
2. Large multi-national insurance company.
   1. Certification to the CFO and Controller from a business segment. #2a
   2. Certification to business segment officers from operations service center which are not direct reports. #2b
      
      
3. US division of a $1+ billion of a publicly-traded foreign conglomerate with 19 domestic reporting units. #3
   
   
4. $400 million retail subsidiary of a UK parent. #4
   
   
5. International polymer services company with annual revenues of approximately $2 billion, with manufacturing sites and joint ventures throughout the world.
   1. Certification from corporate controller to CEO, CFO, general counsel. #5a
   2. Certification from business general manager to corporate controller. #5b
   3. Certification from business finance director to corporate controller. #5c
   4. Certification from finance manager or director to corporate controller. #5d
   5. Certification from chief information officer and director to corporate controller. #5e
   6. Financial disclosures policy. #5f
      
      
6. Small public company with revenue less than $50 million.
   1. Controller certification. #6a
   2. Officer certification. #6b
      
      
7. $1billion public company in the hospitality industry. #7
   
   
8. Managed healthcare company with revenues of approximately $1.5 billion.
   1. Attestation for earnings release. #8a
   2. Attestation for 10-K, 10-Q or other filing from Release. #8b
      
      
9. Private university which has opted to comply with "best practices" of Sarbanes-Oxley Act. #9
   
   
10. Fortune 100 communications services company. #10
    
    
11. Small public company with $400-$500 million in revenues, 1200 employees, capital intensive utility company in 10 states. This company includes a questionnaire as well as its Accounting Policy and Procedure Statement. #11
    
    
12. Fortune 500 consumer products company with $5 billion in sales. #12
    

If you have a sample sub-certification that differs from the samples presented here, please e-mail it to BusIndNews@aicpa.org and we will add it to this list of samples.

Good Luck!