Summary SEC, NYSE and Nasdaq require companies to provide a means for shareholders and other interested parties to communicate with directors SEC requires proxy statement disclosure about methods adopted by company to enable direct shareholder communication with directors Some disclosures can be made using a company website NYSE has a [more...]
Summary NYSE and Nasdaq require their listed companies to have a compensation committee In addition, other legal requirements are typically satisfied through use of an independent compensation committee NYSE 303A.05 Text of Rule Listed companies to have a compensation committee ... Composed entirely of independent directors [more...]
Summary NYSE and Nasdaq have requirements to enhance the corporate governance of their listed companies Adopted following the Sarbanes-Oxley Act NYSE requirements are found in its Listed Company Manual Sections 303A.00 to 303A.13 Individual sections are covered on various Topic Pages So are any applicable NYSE FAQs See the Quick [more...]
NYSE 303A.12 Certification / Notification Requirements NYSE 303A.12(a) requires CEO to certify to NYSE annually that CEO is unaware of any violation of NYSE listing standards SEC certifications and NYSE certification to be disclosed in annual report to shareholders NYSE 303A.12(b) requires CEO to give prompt written notice to NYSE of any [more...]
Summary NYSE 303A.09 requires listed companies to adopt and disclose formal corporate governance guidelines NASDAQ has no analogous requirement, although many NASDAQ companies have voluntarily adopted guidelines NYSE 303A.09 Text of Rule Listed companies must have corporate governance guidelines Developed in first instance by [more...]
Summary NYSE and Nasdaq rules require that listed companies: Have boards with a majority of independent directors , and Specified committees have only independent directors SEC Rule 10A-3(b)(1): Imposes additional independence requirements on audit committee members Implemented through NYSE / Nasdaq rules Developments [more...]
Summary SEC summary Dec 2005 SEC rule proposal to change proxy rules to require inclusion of shareholder director nominations in company proxy materials in specified circumstances Proposal was criticized by many and has languished since it was proposed in 2003 SEC Proposal Proposal release 34-48626 Summary of comments Supplemental [more...]
Summary SEC recommends use of a disclosure committee "with responsibility for considering the materiality of information and determining disclosure obligations on a timely basis." SEC release 33-8124 text at note 60 2002 Disclosure Committee Charters Sample charters from company websites PepsiCo Shareholder.com Cell [more...]
Summary NYSE, Nasdaq and AMEX require Shareholder approval of equity compensation plans Material revisions thereto, including repricings With limited exemptions for Inducement awards to new employees Tax qualified plans and parallel nonqualified plans M&A transactions Note: while similar, the SRO rules are not identical Imposed by SRO [more...]
Summary Substantive requirement NYSE and Nasdaq require their listed companies to have a code of business conduct and ethics Applies to their directors, officers and employees Disclosure requirement S-K 406 requires disclosure about whether a company has a code of ethics for its CEO and other senior financial officers Adopted by SEC per SOX Act [more...]
Summary NYSE and Nasdaq rules require outside directors to meet in regularly scheduled executive sessions without management present Some companies also designate an outside director to be the presiding director to oversee these executive sessions and related matters NYSE 303A.03 Text of Rule Non-management directors must have separate [more...]
Summary For their listed companies, NYSE and Nasdaq require: all audit committee members to be financially literate at least one to be a financial expert S-K 407(d)(5) requires disclosure about audit committee financial experts Adopted by SEC per SOX Act § 407 NYSE 303A.07(A) Relevant part is in 303A.07(A) [more...]
Summary NYSE and Nasdaq require their listed companies to have a nominating / corporate governance committee SEC has disclosure requirements about nominating committees NYSE 303A.04 Text of Rule Listed companies to have a nominating committee Composed entirely of independent directors With a written [more...]
Summary Pfizer announced initiation of face-to-face meetings between its Board of Directors and institutional shareholders for discussion of corporate governance policies and practices (including executive pay) Pfizer press release 6.28.07 Wachtell Lipton client memorandum 6.28.07 Weil Gotshal client memorandum 6.29.07 These [more...]