Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 49
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69includes in its annual report a registered public accounting firm’s attestation report on internal control over
financial reporting, a statement that the registered public accounting firm that audited the financial statements
included in the annual report containing the disclosure required by this Item has issued an attestation report
on management’s assessment of the issuer’s internal control over financial reporting.
(c)
Attestation report of the registered public accounting firm. If an issuer is an accelerated filer or a large accelerated
filer (as defined in § 240.12b-2 of this chapter), and where the Form is being used as an annual report filed under Section
13(a) or 15(d) of the Exchange Act, provide the registered public accounting firm’s attestation report on management’s
assessment of the issuer’s internal control over financial reporting in the issuer’s annual report containing the
disclosure required by this Item.
(d)
Changes in internal control over financial reporting. Disclose any change in the issuer’s internal control over financial
reporting identified in connection with the evaluation required by paragraph (d) of 17 CFR 240.13a-15 or 240.15d-15
that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to
materially affect, the issuer’s internal control over financial reporting.
Instructions to Item 15.
1. An issuer need not comply with paragraphs (b) and (c) of this Item until it either had been required to file an annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) for the prior fiscal year or had filed an
annual report with the Commission for the prior fiscal year. An issuer that does not comply shall include a statement in the first
annual report that it files in substantially the following form:
“This annual report does not include a report of management’s assessment regarding internal control over financial
reporting or an attestation report of the company’s registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly
public companies.”
2. The issuer must maintain evidential matter, including documentation, to provide reasonable support for management’s
assessment of the effectiveness of the issuer’s internal control over financial reporting.
Item 15T. Controls and Procedures.
Note to Item 15T: This is a special temporary section that applies instead of Item 15 only to: (1) an issuer that is an
"accelerated filer,” but not a “large accelerated filer,” as those terms are defined in §240.12b-2 of this chapter and only with
respect to an annual report that the issuer is required to file for a fiscal year ending on or after July 15, 2006 but before July 15,
2007; or (2) an issuer that is neither a “large accelerated filer” nor an “accelerated filer” as those terms are defined in §240.12b-2
of this chapter and only with respect to an annual report that the issuer is required to file for a fiscal year ending on or after
December 15, 2007 but before December 15, 2008.
(a) Disclosure Controls and Procedures. Where the Form is being used as an annual report filed under section 13(a) or
15(d) of the Exchange Act, disclose the conclusions of the issuer’s principal executive and principal financial officers, or
persons performing similar functions, regarding the effectiveness of the issuer’s disclosure controls and procedures (as
defined in 17 CFR 240.13a-15(e) or 240.15d-15(e)) as of the end of the period covered by the report, based on the evaluation of
these controls and procedures required by paragraph (b) of 17 CFR 240.13a-15 or 240.15d-15.
(b) Management’s annual report on internal control over financial reporting. Where the Form is being used as an
annual report filed under section 13(a) or 15(d) of the Exchange Act, provide a report of management on the issuer’s internal
control over financial reporting (as defined in §240.13a-15(f) or 240.15d-15(f) of this chapter). The report shall not be deemed to
be filed for purposes of section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the issuer
specifically states that the report is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing
under the Securities Act or the Exchange Act. The report must contain:
(1) A statement of management’s responsibility for establishing and maintaining adequate internal control over
financial reporting for the issuer;
(2) A statement identifying the framework used by management to evaluate the effectiveness of the issuer’s internal
control over financial reporting as required by paragraph (c) of §240.13a-15 or 240.15d-15 of this chapter; and
(3) Management’s assessment of the effectiveness of the issuer’s internal control over financial reporting as of the
end of the issuer’s most recent fiscal year, including a statement as to whether or not internal control over financial reporting is
effective. This discussion must include disclosure of any material weakness in the issuer’s internal control over financial
reporting identified by management. Management is not permitted to conclude that the issuer’s internal control over financial
reporting is effective if there are one or more material weaknesses in the issuer’s internal control over financial reporting; and
(4) A statement in substantially the following form: “This annual report does not include an attestation report of the
company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not
subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and
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