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
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
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)