Page:United States Statutes at Large Volume 116 Part 1.djvu/815

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PUBLIC LAW 107-204—JULY 30, 2002 116 STAT. 789 "(C) the issuer (if the issuer maintains a corporate Deadline, website) shall provide that statement on that corporate website, not later than the end of the business day following that filing.", (b) EFFECTIVE DATE. —The amendment made by this section 15 USC 78p note, shall be effective 30 days after the date of the enactment of this Act. SEC. 404. MANAGEMENT ASSESSMENT OF INTERNAL CONTROLS. 15 USC 7262. (a) 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 (15 U.S.C. 78m or 78o(d)) to contain an internal control report, which shall— (1) state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and (2) 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. (b) 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 engagement. SEC. 405. EXEMPTION. 15 USC 7263. Nothing in section 401, 402, or 404, the amendments made by those sections, or the rules of the Commission under those sections shall apply to any investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a- 8). SEC. 406. CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS. 15 USC 7264. (a) CODE OF ETHICS DISCLOSURE. — The Commission shall issue Regulations, rules to require each issuer, together with periodic reports required pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934, to disclose whether or not, and if not, the reason therefor, such issuer has adopted a code of ethics for senior financial officers, applicable to its principal financial officer and comptroller or principal accounting officer, or persons performing similar functions. (b) CHANGES IN CODES OF ETHICS.— The Commission shall Regulations. revise its regulations concerning matters requiring prompt disclosure on Form 8-K (or any successor thereto) to require the immediate disclosure, by means of the filing of such form, dissemination by the Internet or by other electronic means, by any issuer of any change in or waiver of the code of ethics for senior financial officers. (c) DEFINITION. —In this section, the term "code of ethics" means such standards as are reasonably necessary to promote— (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;