Corporate Responsibility Act of 2002

Requires the principal executive officer or officers and the principal financial officer or officers to certify in each annual or quarterly report filed or submitted that: (1) the signing officer has reviewed the report and that it does not contain untrue statements of a material fact or omit a material fact; (2) such report fairly presents the financial condition and results of operation in all material respects; (3) the signing officers have established and maintained effective internal controls and disclosed to the auditors and the audit committee of the board of directors any significant deficiencies in such controls which could adversely affect financial data and any fraud, whether or not material; and (4) there were or were not changes in internal controls or other factors that could significantly affect such controls subsequent to their evaluation.

Amends the Securities Act of 1933 and the Securities Exchange Act of 1934 to establish a standard of unfitness (as opposed to the current "substantial unfitness") for removal of corporate officers in a judicial, administrative, or cease-and-desist proceeding.

Authorizes the SEC, in a cease-and-desist proceeding, to prohibit those who used manipulative and deceptive devices in the purchase, sale, or swap of securities from serving as officers as directors.