Section 404 -- Management Assessment of Internal Controls
Rules Required. The Commission shall prescribe
rules requiring each annual report required by section 13(a)
or 15(d) of the Securities Exchange Act
of 1934 to contain an internal control report, which shall--
state the responsibility of management for
establishing and maintaining an adequate internal control structure and
procedures for financial reporting; and
contain an assessment, as of the end of the
most recent fiscal year of the issuer, of the effectiveness of the internal
control structure and procedures of the issuer for financial reporting.
Internal Control Evaluation and Reporting.
With respect to the internal control assessment required by subsection (a),
each registered public accounting firm that prepares or issues the audit report
for the issuer shall attest to, and report on, the assessment made by the
management of the issuer. An attestation made under this subsection shall
be made in accordance with standards for attestation engagements issued or
adopted by the Board. Any such attestation shall not be the subject of a separate
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