Corporate Governance Standards

Corporate Governance Standards

As corporate fiduciaries, directors are expected to adhere to a variety of federal, state, and stock exchange requirements. This resource center provides links to and guidance on these standards. Additional guidance can be found in NACD’s Resource Center on Director Liability.

Major Federal Standards

Securities Act of 1933 Securities Exchange Act of 1934 Investment Company Act of 1940 Statutes, Rules, and Forms Commission Interpretation and Guidance Regarding the Applicability of the Proxy Rules to Proxy Voting Advice (2019) Modernization of Regulation S-K (2019, pending)

Sarbanes-Oxley Act of 2002

Sarbanes-Oxley Rule on Audit Committee Independence Sarbanes-Oxley Rule on the Code of Ethics and Audit Committee Financial Expert (Sections 406 and 407) Sarbanes-Oxley Rule on Director Nominations Sarbanes-Oxley Rule on Internal Control (Section 404) SEC Clarification of Sarbanes-Oxley Rule on Whistleblowing (post Dodd-Frank)

Dodd-Frank Act of 2010

Dodd-Frank Rule on Bank D&O Clawbacks (by FDIC) Dodd-Frank Rule on Bank Risk Committees (by Fed) Dodd-Frank Rule on Clawbacks of Executive Pay (pending) Dodd-Frank Rule on Compensation Committees and Consultants Dodd-Frank Rule on Disclosure of Hedging by Employees, Officers, and Directors Dodd-Frank Rule on Pay Ratio Dodd-Frank Rule on Pay vs. Performance (pending) Dodd-Frank Rule on Proxy Access (Facilitating Director Nominations) Dodd-Frank Rule on Say on Pay and Golden Parachutes Dodd-Frank Rule on Whistleblower Bounties SEC Guidance on Pay Ratio Calculation (2017)

State Standards

Model Business Corporation Act Delaware Corporation Law, Title 8 Delaware Court Opinions National Conference of State Legislatures

Stock Exchange Standards

Links to All U.S. Stock Exchanges (Self Regulatory Organizations) NYSE Listed Company Manual (see 303A.00) NASDAQ Listing Rules: 5600 Corporate Governance Requirements NASDAQ Corporate Governance Certification Form

NACD Comment Letters to the SEC on Dodd-Frank Rules

Audit Committee Report Clawbacks of Executive Pay Compensation Committees and Consultants Earnings Releases and Quarterly Reports Pay Ratio (2013) Pay Ratio (2017) Pay vs. Performance (rule pending) Proxy Access (facilitating shareholder nominations) Proxy Disclosure Enhancements (director and executive compensation, diversity, board leadership, etc.) Proxy Voting System Say on Pay Universal Proxy Whistleblower Bounties

NACD Comment Letters to the PCAOB on Audit Committee Matters

Communications-with-Audit-Committees Mandatory-Audit-Firm-Rotation Auditor’s Report (2013) Auditor's Report (2016) Audit Transparency – Disclosure of Partner

NACD Comment Letters to Others

Enron (to the House Committee on Energy and Commerce, February 6, 2002) Overboarding (to Institutional Shareholder Services) Stock Exchange Listing Standards (to the New York Stock Exchange, March 1, 2002, pp. 89-93) Supervisory Expectations of Boards of Directors (to Federal Reserve Board) Whistleblower Bounties (to the House Committee on Capital Markets, May 11, 2011)

NACD Amicus Briefs

Bohnen v. Troy, Brief of the National Association of Corporate Directors as Amicus Curiae, Urging Reversal, September 8, 2008 (Director Indemnification) Bohnen v. Troy, Court Response to Amicus Brief , September 11, 2008 (D&O Indemnification) In re: Rural/Metro, Amicus Brief of May 26, 2015 (Revlon Duty) Longview Energy Company v. The Huff Energy Fund, Amicus Brief of May 5, 2016 (Duty of Loyalty)

Other NACD Guidance and Tools

Blue Ribbon Commission Report on Director Liability Director Essentials: Strengthening Compliance and Ethics Oversight Customizable Director Role Description Corporate Governance Guidelines Tool Avoiding Conflicts of Interest Board Leadership Structure Boards and Regulation FD Fiduciary Duties Director Independence Independent-Auditor Board’s Role in Data Privacy Oversight Risk Oversight: Sexual Misconduct Role of the SEC Role of the Executive Chair Role of Proxy Advisory Firms Subsidiary Governance What Boards Should Know About the GDPR Who's Driving Your Legal Destiny? Washington Review: Q1 2019

Dodd-Frank Amendments

Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018* *Note: This law raised threshold for bank risk committees from $10 billion to $50 billion.