Attached files

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EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 - FRANKLIN RESOURCES INCexhibit32293020.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 - FRANKLIN RESOURCES INCexhibit32193020.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 - FRANKLIN RESOURCES INCexhibit31193020.htm
EX-23 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - FRANKLIN RESOURCES INCexhibit2393020.htm
EX-21 - LIST OF SUBSIDIARIES - FRANKLIN RESOURCES INCexhibit2193020.htm
EX-10.11 - NAMED EXECUTIVE OFFICER COMPENSATION AS OF OCTOBER 1, 2020 - FRANKLIN RESOURCES INCexhibit101193020.htm
EX-10.4 - 2006 DIRECTORS DEFERRED COMPENSATION PLAN - FRANKLIN RESOURCES INCexhibit10493020.htm
EX-10.3 - REPRESENTATIVE FORM OF NOTICE OF RSU AWARD AND RSU AWARD AGREEMENT - FRANKLIN RESOURCES INCexhibit10393020.htm
EX-10.2 - REPRESENTATIVE FORMS OF NOTICE OF RS AWARD AND RS AWARD AGREEMENT - FRANKLIN RESOURCES INCexhibit10293020.htm
EX-4.16 - DESCRIPTION OF REGISTRANT'S SECURITIES - FRANKLIN RESOURCES INCexhibit41693020.htm
10-K - FORM 10-K - FRANKLIN RESOURCES INCform10-k93020.htm


EXHIBIT 31.2
CERTIFICATION
I, Matthew Nicholls, certify that:
1.
I have reviewed this annual report on Form 10-K of Franklin Resources, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
November 20, 2020
 
/s/    MATTHEW NICHOLLS
 
 
 
Matthew Nicholls
Executive Vice President and Chief Financial Officer