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1、Corporate Governance Rule Proposals Reflecting Recommendations from the NYSE Corporate Accountability and Listing Standards CommitteeCorporate Governance Rule ProposalsReflecting Recommendations from theNYSE Corporate Accountability and Listing Standards CommitteeAs Approved by the NYSE Board of Dir
2、ectors August 1, 2002The following is the principal text of the rule filing submitted by the Exchange to theSecurities and Exchange Commission on August 16, 2002. It includes the proposed corporategovernance standards, as well as the related changes made to certain other Exchange rules. Italso inclu
3、des the summary of the written comments received by the Exchange on the June 6,2002 Report and recommendations of the Corporate Accountability and Listing StandardsCommittee. This summary of comments is a required part of the rule filing submitted to theSEC. The rule filing is subject to review and
4、approval by the SEC, which includes an additionalpublic comment period.The New York Stock Exchange (the “Exchange” or “NYSE”) has long pioneered advances incorporate governance. The NYSE has required companies to comply with listing standards fornearly 150 years, and has periodically amended and sup
5、plemented those standards when theevolution of our capital markets has demanded enhanced governance standards or disclosure.Now, in the aftermath of the “meltdown” of significant companies due to failures of diligence,ethics and controls, the NYSE has the opportunity and the responsibility once agai
6、n to raisecorporate governance and disclosure standards.On February 13, 2002, Securities and Exchange Commission (“SEC”) Chairman Harvey Pittasked the Exchange to review its corporate governance listing standards. In conjunction withthat request, the NYSE appointed a Corporate Accountability and Lis
7、ting Standards Committee(the “Committee”) to review the NYSEs current listing standards, along with recent proposalsfor reform, with the goal of enhancing the accountability, integrity and transparency of theExchanges listed companies.The Committee believed that the Exchange could best fulfill this
8、goal by building upon thestrength of the NYSE and its listed companies in the areas of corporate governance anddisclosure. This approach recognizes that new prohibitions and mandates, whether adopted bythe NYSE, the SEC or Congress, cannot guarantee that directors, officers and employees willalways
9、give primacy to the ethical pursuit of shareholders best interests. The system dependsupon the competence and integrity of corporate directors, as it is their responsibility to diligentlyoversee management while adhering to unimpeachable ethical standards. The Exchange nowseeks to strengthen checks
10、and balances and give diligent directors better tools to empower themand encourage excellence. In seeking to empower and encourage the many good and honestpeople that serve NYSE-listed companies and their shareholders as directors, officers andemployees, the Exchange seeks to avoid recommendations t
11、hat would undermine their energy,autonomy and responsibility.The proposed new corporate governance listing requirements are designed to further the abilityof honest and well-intentioned directors, officers and employees to perform their functionseffectively. The resulting proposals will also allow s
12、hareholders to more easily and efficientlymonitor the performance of companies and directors in order to reduce instances of lax andunethical behavior.In preparing the recommendations it made to the NYSE Board, the Committee had the benefit ofthe testimony of 17 witnesses and written submissions fro
13、m 21 organizations or interestedindividuals. The Committee also examined the excellent governance practices that many NYSE-listed companies have long followed. In addition, the Committee reviewed extensivecommentary recommending improvement in corporate governance and disclosure, statements bythe Pr
14、esident of the United States and members of his Cabinet, as well as pending SEC proposalsand legislation introduced in Congress.On June 6, 2002, the Committee submitted its Report and initial recommendations to the NYSEBoard of Directors.1 President Bush, SEC Chairman Harvey Pitt, members of Congres
15、s, CEOsof listed companies, institutional investors and state pension funds, organizations such as theBusiness Roundtable and the Council of Institutional Investors, and leading academics andcommentators expressed strong support for the Committees initiatives. The Committee alsoreceived insightful a
16、nd practical suggestions for the improvement of its recommendations from 1 Report of the NYSE Corporate Accountability and Listing Standards Committee, June 6, 2002.experts within the NYSE, listed companies, institutional investors, outside organizations andinterested individuals. In addition to many face-to-face meetings and telephone calls, theExchange received over 300 comment letters.Many of the commentators argued fo
