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®