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

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

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

NACD Comment on Clawbacks of Executive Pay NACD Comment on Compensation Committees and Consultants NACD Comment on Pay Ratio (2013) NACD Comment on Pay Ratio (2017) NACD Comment on Pay vs. Performance (rule pending) NACD Comment on Proxy Access (facilitating shareholder nominations) NACD Comment on Proxy Disclosure Enhancements (director and executive compensation, diversity, board leadership, etc.) NACD Comment on Say on Pay NACD Comment on 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

Comment Letters to SEC, NYSE, and Others on Additional Matters

Quarterly Reporting and Earnings Guidance (to SEC) Universal Proxy (to SEC) U.S. Proxy System (to SEC) Audit Committee Report (to SEC) Supervisory Expectations of Boards of Directors (to Federal Reserve Board) Audit Policy (to the European Commission) Overboarding (to Institutional Shareholder Services) Proxy Disclosure Enhancements (re SEC rule anticipating Dodd-Frank) Stock Exchange Listing Standards (to the New York Stock Exchange- 2003 Classic pp. 89-93) Roger W. Raber Testimony on Enron before the House Committee on Energy and Commerce (February 6, 2002) NYSE Report with Letter from Roger Raber re Listing Standards (June 6, 2002) Kenneth Daly Testimony on Whistleblower Bounties – 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 Resource Center: Director Liability Avoiding Conflicts of Interest Board Leadership Structure Boards and Regulation FD Fiduciary Duties Director Independence Oversight of the Independence 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? Board Lens: Delaware Decision Raises Stakes on Duties of Loyalty and Care The Link Between Corporate Governance and Financial Performance

Dodd-Frank Amendments

S 2155 Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 (Law)* *Note: S2155 raised threshold for bank risk committees from $10 billion to $50 billion