Sample Audit Committee Whistleblower Policy

By NACD Staff


Audit Committee Compliance Whistleblower

In brief: Rule 10-A3(b)(3) under Sarbanes-Oxley (SOX) requires publicly listed companies to “establish procedures for the receipt, retention and treatment of complaints received by the listed issuer regarding accounting, internal accounting controls, or auditing matters; and the confidential anonymous submission by employees of the listed issuer of concerns regarding questionable accounting or auditing matters.” This sample, produced by Weil, Gotshal & Manges LLP, is an example whistleblower policy for reporting of complaints related to accounting and audit matters.

This resource can help your board:

  • Establish whistleblowing procedures through the audit committee in line with NYSE and Nasdaq listing rules.

  • Consider the laws in jurisdictions outside the U.S. in which the company operates to ensure compliance when designing whistleblower mechanisms.

Most relevant audiences: audit committee members

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