CDF E-Alerts

Corporate Governance Update

1. CDF has established a “Corporate Governance Mentoring Session” to be offered to members (and target members), as an interactive presentation and discussion session focused on “best practices in corporate governance”. One or two members of the CDF Corporate Governance Committee will meet with a company’s board members and/or executives for a session of 20 60 minutes, depending upon the company’s needs, to help educate directors and executives, and to share experiences and ideas for improving corporate governance. This service is offered free to members of CDF, and at a charge of $400 to non members. If you are interested in taking advantage of this service, please contact Linda Sweeney at CDF (phone: 858/455 7930, or by email at cdf@directorsforum.com ).


2. In July 2002, the Sarbanes Oxley Act was passed by the U.S. Congress. The Nasdaq and New York Stock Exchange have circulated proposed rules, as contemplated under the Sarbanes Oxley Act. The SEC is in the process of reviewing these proposed rules, which approval is expected in late April 2003. A summary of the proposed rules is available on the Gray Cary website, accessed at www.graycary.com/practiceareas/corporategovernance/rules+proposals (then go to “Nasdaq”, then “Summary”).


3. Key 2003 dates for Nasdaq companies are:
   
   a. New Audit Committee Charter and requirement for Committee pre approval of audit and non audit services: within six months after SEC approval of Nasdaq Rules.
   
   b. Code of Ethics for Senior officers to be attached to annual reports for fiscal year ending after July 15, 2003.
   
   c. Whistleblowing Policy to be in place by late 2003.
   
   d. Code of Conduct to be publicly available within six months after SEC approves Nasdaq Rules.
   
   e. Financial expert on Audit Committee to be identified in annual report for fiscal year ending after July 15, 2003.