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September 1, 2009

NYSE Proposes Changes to Corp. Governance Standards

The New York Stock Exchange has proposed a number of changes to its corporate governance standards under Section 303A of its listed company manual to clarify some disclosure requirements, codify some interpretations since the rules were enacted, and replace certain disclosure requirements of Regulation S-K.

If approved, the changes will take effect January 2010.

Among other things, the rule proposal would eliminate each disclosure requirement in Section 303A that’s also required by Item 407 of Regulation S-K and incorporate the applicable disclosure requirement of Item 407 directly into Section 303A.

NYSE says doing so would avoid duplication and confusion, since Reg S-K, adopted by the SEC in 2006 to consolidate and update its director independence and related corporate governance requirements, overlaps some of the requirements of 303A.

Since Item 407 requires duplicative or more specific disclosures than Section 303A, NYSE says the elimination will “facilitate compliance for listed companies while providing investors with significant transparency on corporate governance.”

While the move “may appear to be redundant,” the rule filing notes that the incorporation of certain requirements of Item 407 into Section 303A “serves an important purpose in that companies whose Item 407 disclosure is deficient will be deemed to be out of compliance with Exchange rules.”

Possible actions against a noncompliant company range from appending a “below compliance” indicator to the company’s ticker to issue a public reprimand letter and in extreme cases delisting.

The full text of the NYSE rule proposal is available here.

Posted by: maguilar @ 1:37 pm

Filed under: Corporate governance, Disclosures, Stock Exchanges, directors

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