Corporate Governance: An Overview of Public Company Requirements

The Sarbanes-Oxley Act of 2002 has had a dramatic effect on public companies. Sarbanes-Oxley, which became law on July 30, 2002, was the first comprehensive federal legislation to impose significant corporate governance requirements on public companies and to address the responsibilities of corporate executives and board members. The Act touched almost every aspect of corporate governance and imposed new standards on boards of directors, officers, auditors, and counsel.

Following the enactment of Sarbanes-Oxley, the Securities and Exchange Commission adopted numerous regulations implementing the law, and each of the major stock markets—the New York Stock Exchange (NYSE), the Nasdaq Stock Market, Inc. (Nasdaq), and the American Stock Exchange (Amex)—adopted new listing standards in an effort to strengthen the corporate governance practices of listed companies. Specifically, the White Paper outlines the following topics:

• Director Independence
• Audit Committees
• Compensation Committees
• Nominating Committees
• Stock Option Plans
• Codes of Conduct
• Certifications
• Directors/Officers
• Disclosure
• Foreign Issuers
• Miscellaneous

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