Under Sarbanes-Oxley certification, which officers must certify financial statements?

• A. Internal audit head
• B. All directors
• C. Chief Operating Officer and Chief Accounting Officer
• D. Chief Executive Officer and Chief Financial Officer

Answer: (D)

Under Sarbanes-Oxley, the responsibility for the accuracy and integrity of financial reporting rests with the top financial leaders of the company. The Chief Executive Officer and the Chief Financial Officer must personally certify that the financial statements and disclosures filed with the SEC comply with requirements and fairly present the company’s financial condition and results. They also attest that they have evaluated the effectiveness of internal controls and disclosed any material weaknesses. This certification is required for both quarterly and annual filings, and false certification carries serious criminal penalties. Other roles, such as the head of internal audit, all directors, or the Chief Operating Officer (and even the Chief Accounting Officer as a general rule), are not required to provide this certification under SOX.