The Sarbanes-Oxley Act of 2002 (the Act), which was signed into law by U.S. President George W. Bush on July 30, 2002, has far-reaching implications for non-U.S. companies that issue securities in the United States or whose securities are traded on U.S. securities exchanges.
The Act mandated a number of reforms to enhance corporate responsibility and financial disclosure and to combat corporate and accounting fraud. It also created the Public Company Accounting Oversight Board to oversee the activities of the auditing profession. You can find links to all of the rules and reports issued by the U.S. Securities and Exchange Commission (the SEC) under the Act at:
Our compliance with the Act
We comply with all applicable laws and regulations. We further adhere to best practices that are in the best interest of our investors. For example, we adhere to the SEC's Regulation Fair Disclosure (FD), which prohibits selective disclosure of material information, even though Regulation FD does not apply to non-U.S. issuers. We voluntarily subscribe to Regulation FD because we firmly believe that it reinforces the integrity of the securities markets and increases investor confidence.
The steps we have taken to comply with the Act include:
CEO/CFO Certification of Financial Reports
The Act requires that each annual report filed with the SEC on Form 20-F include a written certification by the issuer's CEO and CFO that no material untrue statements are made and no material omissions exist. Beginning in 2003, our CEO and our Executive Vice President of Planning and Finance certified our Form 20-F annual report.
We developed a system to assist the CEO and CFO's certification process, in which all of the senior executives who are responsible for providing operating and financial information for public disclosure certify that the information is accurate and no material omissions exist. This internal certification process is not required by the Act, but we believe it is helpful to ensure compliance.
The Act requires that we include in our annual report on Form 20-F, a report of management on the company's internal control over financial reporting, which must include, among other things, a statement that our external auditors have issued an attestation report on management's assessment of the company's internal control over financial reporting. We are working diligently to ensure that management can give a favorable assessment in our annual report for 2005.
Independent Audit Committee
The Act mandates that each public company establish an audit committee that maintains certain standards of independence. The audit committee is charged, among other things, with overseeing the company's external auditors and establishing mechanisms to ensure the anonymous and confidential treatment of employee complaints regarding accounting and auditing matters. In 2002 our shareholders approved amendments to our by-laws establishing an audit committee. Our audit committee is comprised of three directors, all of whom qualify as independent directors under the Act. In addition, one of the members of the audit committee qualifies as a "financial expert", as defined in the Act.
Code of Ethics
The Act directs the SEC to adopt rules that require each public company to disclose in periodic reports whether it has adopted a code of ethics for its senior financial officers. In 2000 we adopted our code of ethics, which requires all of our employees to abide by the same high standards of conduct. In 2004 we amended and updated our code of ethics to ensure compliance with the Act and to clarify and enhance its provisions.