Corporate Governance Requirements Resource Center

Corporate Governance Requirements Resource Center

Explore the latest resources on board requirements and the standards directors must meet as corporate fiduciaries.

Rulemaking Under the Sarbanes-Oxley Act of 2002

Sarbanes-Oxley Rule on Audit Committee Independence Sarbanes-Oxley Rule on the Code of Ethics and Audit Committee Financial Expert (Sections 406 and 407) Sarbanes-Oxley Rule on Director Nominations Sarbanes-Oxley Rule on Internal Control (Section 404) SEC Clarification of Sarbanes-Oxley Rule on Whistleblowing (post Dodd-Frank)

Rulemaking Under the Dodd-Frank Act

Dodd-Frank Rule on Bank D&O Clawbacks (by FDIC) Dodd-Frank Rule on Bank Risk Committees (by Fed) Dodd-Frank Rule on Clawbacks of Executive Pay (pending) Dodd-Frank Rule on Compensation Committees and Consultants Dodd-Frank Rule on Disclosure of Hedging by Employees, Officers, and Directors Dodd-Frank Rule on Pay Ratio Dodd-Frank Rule on Pay vs. Performance Dodd-Frank Rule on Proxy Access (Facilitating Shareholder Director Nominations) Dodd-Frank Rule on Say on Pay and Golden Parachutes Dodd-Frank Rule on Whistleblower Bounties Reopening of the Comment Period for Pending Dodd-Frank Rule on Executive Pay Clawbacks SEC Guidance on Pay Ratio Calculation

Stock Exchange Standards

All U.S. Stock Exchanges (Self Regulatory Organization Rulemaking) NYSE Listed Company Manual (See Section 3) Nasdaq Listing Rules: 5600 Corporate Governance Requirements Nasdaq Board Diversity Rule (FAQs from Nasdaq August 2021) Requirements for Public Company Boards (Weil Gotshal January 2022)

NACD Comment Letters to the PCAOB on Audit Committee Matters

Communications with Audit Committees Mandatory Audit Firm Rotation Auditor's Report (2016) Auditor’s Report (2013) Audit Transparency – Disclosure of Partner

NACD Comment Letters on Other Matters

Enron (to the House Committee on Energy and Commerce) Overboarding (to Institutional Shareholder Services) Stock Exchange Listing Standards (to the New York Stock Exchange, pp. 89-93) Supervisory Expectations of Boards of Directors (to the Federal Reserve Board) Whistleblower Bounties (to the House Committee on Capital Markets)

NACD Amicus Briefs

Bohnen v. Troy, Brief of the National Association of Corporate Directors as Amicus Curiae, Urging Reversal (Director Indemnification) Bohnen v. Troy, Court Response to Amicus Brief (D&O Indemnification) In re: Rural/Metro, Amicus Brief (Revlon Duty)

Dodd-Frank Amendments

Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018

Major Federal Standards

Securities Act of 1933 Securities Exchange Act of 1934 Investment Company Act of 1940 Sarbanes-Oxley Act of 2002 Dodd-Frank Act of 2010 Statutes, Rules, and Forms

State and Court Standards

Delaware D&O Litigation Model Business Corporation Act (American Bar Association) Restatement of the Law, Corporate Governance (American Law Institute) Delaware Corporation Law, Title 8 Delaware Court Opinions National Conference of State Legislatures NACD Resource Center: Fiduciary Duties

NACD Blogs on New Governance Requirements

Board Diversity Action Expands to Courtrooms, Regulators, and Investors (June 2022) New SEC Cybersecurity Rules Focus on Board Accountability (June 2022) Day of Reckoning: SEC Votes 3-2 to Propose New Climate Disclosure Rules (March 2022) SEC Approves New Nasdaq Rule on Board Diversity Disclosures (August 2021) The Fed’s New Guidance Speaks to Resiliency and Effectiveness for All Boards (April 2021) SEC’s New Reg S-K Is Good News (August 2020) SEC Issues Rule on Proxy Advisors (August 2020) Washington State’s New Gender Quota for Boards Reflects Broader Trends (July 2020)

NACD Comment Letters to the SEC

Audit Committee Report Clawbacks of Executive Pay (pending in 2022) Climate Disclosure (pending in 2022) Compensation Committees and Consultants Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure (pending in 2022) Earnings Releases and Quarterly Reports Pay Ratio (2013) Pay Ratio (2017) Pay vs. Performance Proxy Access (Facilitating Shareholder Nominations) Proxy Disclosure Enhancements (Director and Executive Compensation, Diversity, Board Leadership, etc.) Proxy Voting System Say on Pay SEC Climate Comment Letter Universal Proxy Whistleblower Bounties

Relevant NACD Educational Events

NACD Summit 2022 NACD All Events Calendar (includes Summit, chapter events, annual events, webinars, and roundtables)

NACD FAQs on Regulatory Matters

Director FAQ: Anti-Takeover Defenses Director FAQ: Board Diversity Director FAQ: Board Independence Director FAQ: Fiduciary Duties Director FAQ: GDPR Director FAQ: Regulation FD Director FAQ: Role of the U.S. Securities and Exchange Commission

Other Major Federal Rulemaking

Exemptions from the Proxy Rules for Proxy Voting Advice Modernization of S-K Items 101, 103, and 105 Universal Proxy (2021) Climate Disclosures (pending in 2022) Cybersecurity Disclosure (pending in 2022)