United States / National law
SOX
Public Law 107-204 — Sarbanes-Oxley Act of 2002
In force2002-07-30Modified
Topic : Governance · Level : National
Today
In force. No ESG-specific SOX duty: link to climate data fell away with stay and planned rescission of SEC climate rule.
Summary
SOX sets internal control and certification rules for US-listed companies. It contains no ESG duty. ESG data placed in SEC filings is covered by general disclosure controls.
Who is concerned
- Turnover
- non précisé
- Employees
- non précisé
- Listed company
- cotées seulement
- Sectors
- All sectors
- Triggering activities
- SEC reporting issuer
- Extraterritorial reach
- Yes
Applies to foreign private issuers; ESG data in SEC filings falls under disclosure controls.
- Examples
- US-listed multinational
- Chinese ADR issuer on NYSE
- Foreign private issuer filing 20-F
What the law requires
- Maintain internal control over financial reporting (§404)
- Certify reports by CEO and CFO (§302, §906)
- Apply disclosure controls to any ESG data in SEC filings
Penalties
Willful false certification: fines up to USD 5 million and up to 20 years prison (§906). SEC civil remedies apply.
SUPPLIER INTELLIGENCE
What this changes for a supplier in China
Indirect. Where buyers put supplier ESG data in SEC filings, they may ask for documented, auditable data and controls.
Expected evidence
- Source documents for reported data
- Data collection procedure
- Sign-off by responsible manager
Tiers : Tier 1
Consulting