Sample Audit Committee Whistleblower Policy

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

The focus on the board’s compensation committee has never been sharper. The components of compensation plans and the link between compensation and company performance are under intense scrutiny from shareholders, employees, policymakers, the media, and other stakeholders. The Report of the NACD Blue Ribbon Commission on the Compensation Committee revisits NACD’s 2003 Report of the NACD Blue Ribbon Commission on Executive Compensation to highlight the new environment in which compensation committees—and, more broadly, boards—are now operating. It recommends that the compensation committee and board work together to establish an executive compensation philosophy that supports the company in creating long-term, sustainable value.

The report includes ten specific recommendations for compensation committees to consider when evaluating their compensation philosophies. It also provides practical tools, such as sample compensation committee charters, a compensation committee assessment, and guidance on executive employment contracts.