§7262 Management Assessment of Internal Controls

Summary

The Commission must make rules so every annual report filed under section 78m(a) or 78o(d) includes an internal control report. The report must say that company management is responsible for setting up and keeping internal controls for financial reporting, and it must give management’s judgment about how well those controls worked at the end of the most recent fiscal year. The company’s registered public accounting firm that issues the audit must also attest to and report on management’s assessment, unless the company is an emerging growth company (see section 78c). That attestation must follow Board attestation standards and not be a separate engagement. The attestation duty does not apply to issuers that are neither “large accelerated filers” nor “accelerated filers” as defined in Rule 12b–2 (17 C.F.R. 240.12b–2).