AI in finance and accounting
Section 302 requires the principal executive and principal financial officers to certify the report personally, and Rule 13a-14(c) forbids signature by power of attorney or any other form of conferred authority. A person signs. Where a model produced part of the work, the design duty in section 302(a)(4)(B) is the provision that has to carry it.
§ 1Who it binds
The principal executive officer or officers and the principal financial officer or officers, or persons performing similar functions, of a United States issuer filing an annual or quarterly report under section 13(a) or 15(d) of the Exchange Act. The certification is personal to those individuals. Rule 13a-14(c) forbids its signature by power of attorney or any other form of conferred authority, so no committee, adviser or delegate can stand in.
§ 2In practice
The certification is a set of statements about the officer's own knowledge and the officer's own acts. Based on their knowledge, the report contains no untrue statement of a material fact and no material omission, and the financial information fairly presents the issuer's condition and results. They are responsible for establishing and maintaining internal controls; they "have designed such internal controls to ensure that material information relating to the issuer and its consolidated subsidiaries is made known to such officers by others within those entities"; they have evaluated effectiveness and presented their conclusions. And they have disclosed to the auditors and the audit committee all significant deficiencies in the design or operation of internal controls, and any fraud involving people with a significant role in those controls.
The phrase to sit with is "made known to such officers by others within those entities". It was drafted for a world in which the thing that surfaces a problem is a person who noticed. A model that flags an anomaly, drafts a commentary or clears a reconciliation is not "others within those entities", and it will not raise a hand in a meeting. That does not relieve the duty; it relocates the work. The officers still have to have designed controls that bring the material information to them, and where a machine is the first — sometimes the only — thing that sees it, the design has to specify how what the machine saw reaches a human who can escalate. The ethics code catalogues the threats that arise on the other side of that boundary: see technology threats in the finance function.
Rule 13a-14 supplies the sharpness. It puts the certification in the filing, requires each specified officer to sign it, and at paragraph (c) forbids signature by power of attorney or any other form of conferred authority. Nothing about that is delegable, and nothing about it is corporate. Compare the underlying control duty, which the entity owes — see an AI tool inside a control you must evaluate. The regime deliberately splits the two: a company maintains and evaluates; two named people put their names to the result. That split is why the sub-certification chain matters so much, and why a chain that never asks about AI systems leaves the signatory holding a representation nobody made to them.
The mismatch this collection is built around lands here in its most personal form. A certification is a statement made on a date about a quarter; a model behaves differently in the second half of that quarter than in the first, for reasons that may be a supplier's. What an officer can honestly certify is not that the model was right, which nobody can know, but that the controls around it were designed to bring what mattered to their attention and that they evaluated whether those controls worked. Being able to say that with a straight face requires having asked questions during the period, not at the point of signature. The competence to stay answerable for figures a model helped produce is the substance of this credential, and section 302(a)(4)(B) is where the law puts it.
§ 3What discharges it
The artefacts an assessor asks to see, and what makes each one sufficient rather than merely present.
01
Who represented what to the signatory, in writing, and whether any of them was asked about automated components. An unmodified chain is the commonest single reason a signatory is uninformed.
02
It should show the question being put and answered, not merely a standing agenda item. Minutes that record attendance and a conclusion evidence a meeting rather than an enquiry.
03
Required by the certification itself. Where an automated component produced a deficiency, the schedule should say so in terms the audit committee can act on rather than in supplier language.
04
A flag with no named recipient and no time limit is not a route. This is the artefact that answers section 302(a)(4)(B) directly, and it is almost never drawn.
05
Dated questions and the answers given. Certification is a statement about the officer's knowledge, and knowledge acquired on the day of signature is thin material to make it from.
§ 4Worked example
A chief financial officer signs the quarterly certification. During the quarter, an AI-assisted expense-review tool suppressed a category of exceptions after a configuration change made by a shared-services team, and the suppressed items included two that would previously have been escalated. Nobody in the sub-certification chain was asked about tools; the questionnaire is organised by process and asks each owner to confirm that controls operated as designed.
Was the design duty in section 302(a)(4)(B) discharged?
On these facts, no — and the failure is in the questionnaire rather than in the tool. Each process owner could truthfully confirm that the control operated as designed, because it did: the design had been changed. The chain was built to detect an operating failure and was blind to a configuration change, so the information that should have travelled upward had no route. Section 302(a)(4)(B) asks the officers to have designed controls ensuring material information is made known to them, and a chain that never asks who may alter a threshold, or who did during the period, is not such a design. The remedy is unglamorous: one additional question about changes to automated components, answered by name, with the changes listed. The officer would then either have been told, or would hold a signed statement that nothing changed — which is a different position entirely from having asked nobody.
§ 5What a weak answer looks like
A sub-certification questionnaire that has not been touched since the year it was written. It asks each process owner to confirm that controls operated as designed and that they are aware of no fraud, and it contains no question a person could answer differently because a machine now does part of their job. The signatory receives a full set of green responses and is entitled to rely on them, which is exactly the problem: the design duty is theirs, the instrument they designed cannot surface the risk, and every answer in it is true.
§ 6When it applies
30 July 2002
Enactment of the Sarbanes-Oxley Act of 2002, which contains section 302 and directed the Commission to make rules giving it effect.
29 August 2002
The Commission rules implementing the certification, including Rule 13a-14, taking effect — which is the date the signature requirement began to bind individuals rather than the statute binding Congress's intention.
§ 7Exposure
No fixed maximum — Commission proceedings against the individual as well as the issuer
A false or unsupported certification is pursued by the Securities and Exchange Commission against the signing officer personally, in an administrative proceeding or a civil action, with remedies that may include an officer and director bar. The exposure is individual, which is the point of the provision, and it is not extinguished by the issuer settling separately. No ceiling is set by section 302 or by Rule 13a-14.
§ 8Elsewhere
Where another instrument addresses the same obligation. These are correspondences, not comparisons — the Council does not rank one framework against another.
Article 14 approaches oversight as a design property of the system, so that a natural person can intervene. Section 302(a)(4)(B) approaches it as a duty of named officers to have designed the controls that bring information to them.
Agentic AI guidance
The agentic material sets out where a person must be placed in a chain of automated steps. The certification regime asks the complementary question: which person, by name, answers for what the chain produced.
A correspondence indicates that two instruments address the same underlying obligation. It is not a mapping endorsed by either body, not a statement that one satisfies the other, and not a judgement about which is more demanding.
§ 9Where this is assessed
Examined in 2 credentials, in the domains named on each card.
Responsible use and accountability · 15% of the paper
For finance and accounting professionals who use AI in analysis, close and reporting work — and verify the output before the numbers are relied on.
Accountability to auditors, committees and regulators · 15% of the paper
For senior finance and accounting professionals who set the terms on which AI is used across a finance function — and answer for the estimates, controls and disclosures it touches.
§ 10provenance
This page sets out what the instrument requires and what discharges it. The official text is the authority — these go straight to it.
§ 11Also read
Certification
What this page sets out is examined, on work the candidate has not seen, in the credentials beside it. Every paper is machine marked against its key and every result is reviewed and released by a named person, and every credential is on the public register.
AIAC-FNAF
Certified AI in Finance & Accounting, Fundamentals2 hours · remote, proctored · valid 2 years
AIAC-FNAP
Certified AI in Finance & Accounting, Professional2 hours · remote, proctored · valid 2 years
Ten questions on using AI at work. About two minutes, free. You finish as one of six types, with a card to share.
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A free quiz from the AI Assurance Council. Not a certification.