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Proposal Would Clarify NYSE Corporate Governance Requirements

Washington, DC, September 15, 2004 - The SEC has asked for comments on proposed changes to the corporate governance requirements in New York Stock Exchange’s Listed Company Manual.

Background
The SEC explains that since Section 303A of the Manual was approved in December 2003, the NYSE staff has received numerous requests for clarification and interpretation. In response to these requests, the NYSE has proposed to clarify Section 303A consistent with the NYSE staff interpretations.

The proposed amendments would clarify that:

  • listed companies are required to identify which of their directors have been deemed independent;
  • listed companies’ compensation committees should focus on executive officers’ compensation;
  • the audit committee of each listed company (including closed-end investment companies) must meet to review and discuss the company’s financial statements and must review the company’s specific Management’s Discussion and Analysis disclosures.
  • all listed companies (including closed-end investment companies and exchange-traded investment companies organized as open-end investment companies) submit annual and interim written affirmations to the NYSE.

ICI Position
The Institute has long supported measures to strengthen the ability of boards of directors – of all listed companies, including mutual funds - to fulfill their oversight responsibilities and protect shareholders.

Related Links
In addition to the links below, sections of this website are devoted to corporate governance issues and issues impacting mutual fund directors.