Overview

This document is a guidance issued by the Securities and Exchange Commission (SEC) on the implementation of Sections 60-63 of the Investments and Securities Act 2007 in Nigeria. It outlines requirements for public companies regarding internal control over financial reporting, including certification by CEOs and CFOs, management's annual assessment and report on internal controls, auditor attestation, and auditor independence. The guidance details the certification format (Appendix 1), references the COSO Internal Control – Integrated Framework (Appendix 2), and provides SEC's specific guidance on management's assessment of internal control over financial reporting under Section 61(2) (Appendix 3). Key requirements include: (1) CEOs and CFOs must certify in annual/periodic reports that they have reviewed the report, it contains no material misstatements or omissions, the financial statements fairly present financial condition and results, and they are responsible for establishing/maintaining internal controls, which they have evaluated within 90 days prior to the report; (2) management must annually assess and report on the effectiveness of internal control over financial reporting; (3) auditors must attest to and report on management's assessment; (4) auditor independence must be maintained; (5) material weaknesses must be identified and disclosed. The guidance emphasizes the duty of directors regarding internal controls and provides a method for evaluating internal controls based on the COSO framework.

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