Corporate Governance Requirements Resource Center

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

Rulemaking Under the 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)

Rulemaking Under the 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 Board Diversity Rule (FAQs from Nasdaq August 2021)

NACD Comment Letters to the PCAOB on Audit Committee Matters

Communications with Audit Committees Mandatory Audit Firm Rotation Auditor's Report (2016) Auditor’s Report (2013) 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

Securities Act of 1933 Securities Exchange Act of 1934 Investment Company Act of 1940 Sarbanes-Oxley Act of 2002 Dodd-Frank Act of 2010 Exemptions from the Proxy Rules for Proxy Voting Advice (2020) Modernization of Regulation S-K Items 101, 103, and 105) (2020) Statutes, Rules, and Forms

State and Court Standards

Delaware D&O Litigation Model Business Corporation Act (American Bar Association) Delaware Corporation Law, Title 8 Delaware Court Opinions National Conference of State Legislatures NACD Resource Center: Fiduciary Duties

NACD Blogs on New Governance Requirements

Are Universal Proxies in the Cards for 2022? (August 2021) SEC Approves New Nasdaq Rule on Board Diversity Disclosures (August 2021) The Fed’s New Guidance Speaks to Resiliency and Effectiveness for All Boards (April 2021) 2020 Year-End Washington Review (January 2021) SEC’s New Reg S-K Is Good News (August 2020) SEC Issues Rule on Proxy Advisors (August 2020) Washington State’s New Gender Quota for Boards Reflects Broader Trends (July 2020) California Consumer Privacy Act (CCPA) Factsheet (January 2020)

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 Universal Proxy (pending) Whistleblower Bounties

Events

NACD Summit 2021 NACD Continuous Learning Cohorts NACD Directorship Certification® Virtual Director Professionalism®

NACD FAQs on Regulatory Matters

Director FAQ: Anti-Takeover Defenses Director FAQ: Board Diversity Director FAQ: Fiduciary Duties Director FAQ: Role of the U.S. Securities and Exchange Commission