Corporate Governance

Summary

NYSE and Nasdaq have requirements to enhance
the corporate governance of their listed companies

Adopted following the Sarbanes-Oxley Act

NYSE requirements are found in its Listed Company Manual

Sections 303A.00 to 303A.13
Individual sections are covered on various Topic Pages
So are any applicable NYSE FAQs
See the Quick Finder below

Developments

UK revises its Combined Code on Corporate Governance

Combined Code June 2006

Issued by the Financial Reporting Counsel
Press release 6.27.06

SEC makes changes to its disclosure requirements

As part of its Executive Compensation Disclosure Proposal

NYSE proposes to amend Rule 303A 11.23.05

Form 19b-4 filed with SEC (SR-2005-81)
Proposed changes include

Easing phase-in for IPOs and spin-offs
Changes to disclosures in 10-K and proxy
Making company websites mandatory

Nasdaq makes changes affecting foreign issuers

Announcement 2.11.05
Permits foreign issuers to follow home country corporate governance practices without need to seek an individual exemption

NYSE 303A amended 11.03.04

SEC grants accelerated approval to Amendments #2 - #3

NYSE 303A

303A.00 General provisions

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Full text of NYSE 303A

Full test of NYSE 303A.08

NYSE FAQs

NYSE 303A.08 FAQs

303A.01 Requires a majority of independent directors

See Director Independence

303A.02 Tightens definition of independent director

See Director Independence

303A.03 Non-management directors to meet separately

See Executive Sessions

303A.04 Requires a nominating committee

See Nominating Committees

303A.05 Requires a compensation committee

See Compensation Committees

303A.06 Audit committee independence requirements

See Director Independence

303A.07 Requires increased audit committee authority

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303A.08 Equity compensation plan approval

See Equity Compensation - Shareholder Approval

303A.09 Requires corporate governance guidelines

See Corporate Governance Guidelines

303A.10 Requires a code of business ethics

See Ethics Codes

303A.11 Foreign issuers to disclose differences

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303A.12 CEO certification / notification requirements

Rule
Requires CEO to certify to NYSE annually that CEO is unaware of any violation of NYSE listing standards
Also requires CEO to give prompt written notice to NYSE of any material non-compliance with NYSE 303A provisions
SEC certifications and NYSE certification to be disclosed in annual report to shareholders

303A.13 NYSE public reprimand letter for violations

NYSE Archive

Historical Rule Filings

Rule Proposal: SR-NYSE-2002-33