| Audit Committee |
Effective Date |
| Auditor independence rules |
Independent auditors prohibited from performing
many non-audit services; all services performed by independent
auditors must be pre-approved by audit committee; audit partner
rotation required; prohibition on hiring former employees of independent
auditor into financial oversight role. |
Generally effective now; some have phase-in periods |
| Audit committee standards |
NYSE/Nasdaq must implement rules requiring
de-listing of issuers that do not have audit committees that are
independent and establish whistle-blowing procedures. |
Req’d by ann. s/h meeting after 12/15/03 |
| Audit committee financial expert |
Companies must disclose name of audit committee
financial expert, and if none, why; to be an expert, committee
member must have relevant experience auditing, preparing, analyzing
or evaluating GAAP financial statements generally comparable to
the issuers, plus other experience. |
Req’d in next 10-K |
| Senior Officers |
| Code of ethics for senior financial officers |
Code applies to CEO, CFO and controller; company
must disclose waivers and amendments; code must be publicly disclosed. |
Req’d in next 10-K |
| Loan prohibition (402) |
New loans and modifications to existing loans
to executive officers are prohibited; consensus view is that cashless
stock option exercises are not prohibited if structured properly. |
7/29/02 |
| CEO/CFO certification of SEC reports (302 & 906) |
Each 10-Q and 10-K must include two CEO and two
CFO certifications as to accuracy of financial statement and adequacy
of “disclosure controls”; companies must implement
disclosure controls that ensure timely and accurate reporting of
material information in SEC reports. |
8/29/02 |
| Internal controls certification and attestation
(404) |
CEO and CFO must each certify annually that they
have evaluated internal controls and whether or not such controls
are effective; independent auditors must attest to the annual CEO/CFO
certifications; officers must also certify as to significant changes
in internal controls on a quarterly basis. |
Effective for accelerated filers for fiscal years
ending after 6/15/04 |
| Reporting |
| Transaction reporting by insiders |
Filing deadline is two days after trade date;
report must be filed electronically via EDGAR |
2 day report - 8/29/02;Elec filing - 6/29/03 |
| Non-GAAP disclosure rules(Regulation G) |
All disclosures of non-GAAP measures trigger need for comparable
GAAP measure and reconciliation; earnings releases must be furnished
to SEC on Form 8-K, regardless of whether they include non-GAAP disclosure;
earnings calls may trigger need for filing of transcript unless company
takes advantage of exception for oral disclosures. |
3/28/03 |
| Enhanced and accelerated disclosure |
Deadlines for 10-Ks and 10-Qs will be shortened
to 60 and 35 days over next three years; annual reports must include
disclosure of off-balance sheet arrangements and a table of contractual
liabilities; companies need to post their SEC filings on their
websites. |
Acceleration over next 3 years; others apply
to next 10-K |
| Other |
| Attorney conduct rules |
Attorneys who practice before the SEC must report
certain violations of federal securities laws. |
8/26/03 |