Recent and Pending Corporate Governance Reforms For NYSE-Listed Companies

In the past year, dramatic changes have been made to the rules that govern the conduct of public companies and their directors and officers. In an attempt to restore investor confidence in the integrity of the U.S. capital markets and their participants, the New York Stock Exchange ("NYSE") proposed new standards to strengthen corporate governance requirements for NYSE-listed companies. For its part, Congress passed the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), which as 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.

Over the course of the past year, the Securities and Exchange Commission (the "SEC") has adopted final rules to implement the corporate governance reforms mandated by Sarbanes-Oxley and has approved substantially all of the reforms proposed by the NYSE. This White Paper is a summary of the corporate governance reforms that are mandated by Sarbanes-Oxley and the rules thereunder, as well as those that have been adopted by the NYSE.

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