Corporate Governance: An Overview of Recently Adopted Reforms

In the past year, dramatic changes have been made to the rules that govern the conduct of public company directors and officers, and the companies they serve. In an attempt to restore investor confidence in the integrity of the U.S. capital markets and their participants, each of the major stock markets has recently adopted new standards to strengthen corporate governance requirements for listed companies. For its part, Congress passed the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), which was signed into law on July 30, 2002. Sarbanes-Oxley imposes significant new disclosure and corporate governance requirements for public companies, and also provides for substantially increased liability under the federal securities laws for public companies, and their executives and directors.

This White Paper is a summary of the corporate governance reforms that have been adopted by the NYSE, Nasdaq and Amex. The applicable corporate governance provisions of Sarbanes-Oxley are also detailed below. Certain provisions of Sarbanes-Oxley were effective immediately upon signing, while others required the SEC to promulgate and adopt final rules to implement the reforms. Throughout the past year, the SEC has adopted final rules that implement the rovisions of Sarbanes-Oxley, including the corporate governance provisions detailed below.

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