Corporate Governance Requirements

Corporate Governance Requirements

As corporate fiduciaries, directors must adhere to state corporation statutes as interpreted in state courts. Public boards and their members are also subject to federal securities laws 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 Fiduciary Duties.

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 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 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)

Dodd-Frank Amendments

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

Major Federal Standards and Standard Setters

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) Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice Modernization of Regulation S-K (2019, pending) Director FAQ: The Role of the U.S. Securities and Exchange Commission

State Standards

Model Business Corporation Act (American Bar Association) California Consumer Privacy Act (CCPA) Factsheet Delaware Corporation Law, Title 8 Delaware Court Opinions National Conference of State Legislatures Director FAQ: Antitakeover Protection Director FAQ: Fiduciary Duties

Quarterly Reports on Federal, State, and Stock Exchange Standards

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®