SEC adopts new S-K 407(a)

• New disclosure requirement reflects changes in
  director independence requirements since
  adoption of the Sarbanes-Oxley Act

• Particularly the corporate governance rules
  of NYSE and Nasdaq
• See Director Independence

• Requires an issuer to identify its independent directors

• Using the applicable definition of independence
• E.g., either the NYSE or Nasdaq definition
  for listed companies
• Its own definition, for unlisted companies

• Must also identify members of key committees
  that aren't independent

• For compensation, nominating and audit committees

New S-K 407(a) replaces old S-K 404(b)

• Change is part of consolidation of SEC's corporate governance disclosure requirements under new S-K 407

• Adopted per SEC Release 33-8732A  August 2006

• S-K 404(b) had instead required disclosure of
  specific business relationships

See also SEC Interpretations below

S-K Item 407 Interpretations

• General 407(a) Interpretations
• Specific 407(a) Interpretations

• Issued 3.14.07
• Replace prior S-K 407 interpretations in July 1997 Manual of Publicly Available Telephone Interpretations
• See S-K 407 Interpretations

Law Firm Commentary

• Perkins Coie reference chart

Final release 33-8732A  August 2006

• Corporate governance disclosure §V.D

Proposal release 33-8655  January 2006

• Corporate governance disclosure §V.D

Corporate Governance

Regulation S-K Index

Director Independence