Who signs the 10-K, and the Sarbanes-Oxley Section 302 and Section 906 certifications

A company's principal financial officer puts a name on its annual report three times: on the signature page, on the Section 302 certification, and on the Section 906 certification. Each comes from a different rule and says something different. Together they are the most reliable public evidence of who held the CFO seat on the day a 10-K was filed, which is why CFO Tribune builds its roster from them.

The signature page

General Instruction D of Form 10-K sets the signing requirement: "The report must be signed by the registrant, and on behalf of the registrant by its principal executive officer or officers, its principal financial officer or officers, its controller or principal accounting officer, and by at least the majority of the board of directors or persons performing similar functions."

Two more sentences explain what the page looks like:

• "The name of each person who signs the report shall be typed or printed beneath his signature."
• "Any person who occupies more than one of the specified positions shall indicate each capacity in which he signs the report."

The form's Signatures page has two blocks. The first is signed for the registrant by an authorized officer. The second, "signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated," is where each officer and director signs, with the instruction to "print the name and title of each signing officer under his signature."

On an electronic filing the signature is typed, usually as "/s/" followed by the name, which is called a conformed signature. Next to it is the capacity, for example "Executive Vice President and Chief Financial Officer (Principal Financial Officer)."

General Instruction D also points to Rule 12b-11 "concerning manual signatures and signatures pursuant to powers of attorney." Directors may sign through an attorney-in-fact, and the page then shows an asterisk or a "By:" line in place of a person's own signature.

The Section 302 certification

Section 302 of the Sarbanes-Oxley Act, codified at 15 U.S.C. 7241, told the SEC to require "that the principal executive officer or officers and the principal financial officer or officers, or persons performing similar functions, certify in each annual or quarterly report."

The SEC did so in Rule 13a-14(a): "Each principal executive and principal financial officer of the issuer, or persons performing similar functions, at the time of filing of the report must sign a certification." The certification is filed as an exhibit, numbered under Item 601(b)(31) of Regulation S-K, which prescribes its text "exactly as set forth." It opens "I, [identify the certifying individual], certify that," and the officer then states, among other things:

• "I have reviewed this [specify report] of [identify registrant]";
• "Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading";
• that the financial statements "fairly present in all material respects the financial condition, results of operations and cash flows of the registrant";
• that the certifying officers are "responsible for establishing and maintaining disclosure controls and procedures" and "internal control over financial reporting."

Each officer signs a separate certificate, so a 10-K from a company with one of each carries two exhibits under Item 601(b)(31): one for the principal executive officer and one for the principal financial officer. The same certifications go with every 10-Q.

The Section 906 certification

Section 906 added 18 U.S.C. 1350 to the criminal code. It requires each periodic report containing financial statements to "be accompanied by a written statement by the chief executive officer and chief financial officer (or equivalent thereof) of the issuer." The statement certifies that the report "fully complies with the requirements" of section 13(a) or section 15(d) of the Securities Exchange Act of 1934 and that the information in it "fairly presents, in all material respects, the financial condition and results of operations of the issuer." The statute sets criminal fines and prison terms for certifying knowing the report does not comply, and higher ones for doing so willfully.

Rule 13a-14(b) brings it into SEC filings: the certifications "must be furnished as an exhibit," and "this requirement may be satisfied by a single certification signed by an issuer's principal executive and principal financial officers." That exhibit is numbered under Item 601(b)(32). Item 601(b)(32)(ii) adds that such a certification is not deemed filed for purposes of Section 18 of the Exchange Act.

No one signs for the officer

Rule 13a-14(c) closes a gap the signature page leaves open: a person required to certify "may not have the certification signed on his or her behalf pursuant to a power of attorney or other form of confirming authority." A director may sign the 10-K through an attorney-in-fact; the principal financial officer may not certify that way.

Amendments and new officers

Rule 12b-15 says an amendment to a report that must include Rule 13a-14(a) certifications "must include new certifications by each principal executive and principal financial officer of the registrant." A 10-K/A filed after a CFO change is therefore certified by the officer in the role when the amendment is filed.

The same timing rule, "at the time of filing of the report," means an interim CFO in office on filing day certifies the report. See interim CFOs.

What the signatures do and do not establish

The signature page and the certifications establish who held the principal financial officer role on the filing date. They do not establish when that person took the seat, or whether the person held a CFO seat before. CFO Tribune's roster therefore records a seat as "verified" on the 10-K's filing date, never "since," and any later Form 8-K on the record replaces it.

On the record, 438 of 483 roster seats name the officer whose own conformed signature carries a principal financial officer or CFO title. The other 45 are recorded as not established, for reasons each record states: a signature by attorney-in-fact, a typed name without "/s/", or a page that does not tie the title to one signer. Each seat is on the companies page, and the guide to tracking CFO changes explains how the roster and the moves fit together.