Corporate Governance Requirements Resource Center

Explore the latest corporate governance resources for guidance on the standards directors and boards must meet as corporate fiduciaries.

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

Stock Exchange Standards                                

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

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 on Other Matters

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

NACD Amicus Briefs

Bohnen v. Troy, Brief of the National Association of Corporate Directors as Amicus Curiae, Urging Reversal (Director Indemnification) Bohnen v. Troy, Court Response to Amicus Brief (D&O Indemnification) In re: Rural/Metro, Amicus Brief (Revlon Duty)

Dodd-Frank Amendments

Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018

Major Federal Standards and Standard Setters

SEC’s New Reg S-K Is Good News SEC Issues Rule on Proxy Advisors Exemptions from the Proxy Rules for Proxy Voting Advice (2020) Modernization of Regulation S-K Items 101, 103, and 105) (2020) Securities Act of 1933 Securities Exchange Act of 1934 Investment Company Act of 1940 Statutes, Rules, and Forms Director FAQ: The Role of the U.S. Securities and Exchange Commission

State and Court Standards

Delaware D&O Litigation Washington State’s New Gender Quota for Boards Reflects Broader Trends Anti-Takeover Defenses FAQ California Consumer Privacy Act (CCPA) Factsheet Fiduciary Duties FAQ Fiduciary Duties Resource Center Model Business Corporation Act (American Bar Association) Delaware Corporation Law, Title 8 Delaware Court Opinions National Conference of State Legislatures

Quarterly Reports on Federal, State, and Stock Exchange Standards

Washington Review 2020 Q4 COVID-19 and ESG Remain Key Issues in Washington Washington Review 2020 Q2 Washington Review 2020 Q1 Washington Review 2019 Q4 Washington Review 2019 Q3 Washington Review 2019 Q2 Washington Review 2019 Q1

NACD Comment Letters to the SEC

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 (Pending) Proxy Access (Facilitating Shareholder Nominations) Proxy Disclosure Enhancements (Director and Executive Compensation, Diversity, Board Leadership, etc.) Proxy Voting System Say on Pay Whistleblower Bounties

Events

NACD Directorship Certification® Virtual Director Professionalism®