Board Operations
Corporate Governance Standards
As corporate fiduciaries, directors are expected to adhere to a variety of federal, state, and stock exchange requirements. This resource center provides links to and guidance on these standards. Additional guidance can be found in NACD’s Resource Center on Director Liability.
Major Federal Standards
Securities Act of 1933
Securities Exchange Act of 1934
Investment Company Act of 1940
Sarbanes-Oxley Act of 2002
Sarbanes-Oxley Rule on Audit Committee Independence
Sarbanes-Oxley Rule on the Code of Ethics and Audit Committee Financial Expert (Sections 406 and 407)
Sarbanes-Oxley Rule on Director Nominations
Sarbanes-Oxley Rule on Internal Control (Section 404)
Recent SEC Clarification of Sarbanes-Oxley Rule on Whistleblowing (post Dodd-Frank)
Dodd-Frank Act of 2010
Dodd-Frank Rule on Bank D&O Clawbacks (by FDIC)
Dodd-Frank Rule on Bank Risk Committees (by Fed)
Dodd-Frank Rule on Clawbacks of Executive Pay (pending)
Dodd-Frank Rule on Compensation Committees and Consultants
Dodd-Frank Rule on Pay Ratio
Dodd-Frank Rule on Pay vs. Performance (pending)
Dodd-Frank Rule on Proxy Access (Facilitating Director Nominations)
Dodd-Frank Rule on Say on Pay and Golden Parachutes
Dodd-Frank Rule on Whistleblower Bounties
Recent SEC Guidance on Pay Ratio Calculation (2017)
State Standards
Model Business Corporation Act (June 2016 Exposure Draft)
Delaware Corporation Law, Title 8
Delaware Court Opinions
Stock Exchange Standards
NYSE Listed Company Manual (see 303A.00)
NASDAQ Listing Rules: 5600 Corporate Governance Requirements
NASDAQ Corporate Governance Certification Form
NACD Comment Letters to the SEC on Dodd-Frank Rules
NACD Comment on Clawbacks of Executive Pay
NACD Comment on Compensation Committees and Consultants
NACD Comment on Pay Ratio (2013)
NACD Comment on Pay Ratio (2017)
NACD Comment on Pay vs. Performance (rule pending)
NACD Comment on Proxy Access (facilitating shareholder nominations)
NACD Comment on Proxy Disclosure Enhancements (director and executive compensation, diversity, board leadership, etc.)
NACD Comment on Say on Pay
NACD Comment on Whistleblower Bounties
NACD Comment Letters to the PCAOB on Audit Committee Matters
Communications-with-Audit-Committees
Mandatory-Audit-Firm-Rotation
Auditor’s Report (2013)
Auditor's Report (2016)
Audit Transparency – Disclosure of Partner
Comment Letters to SEC, NYSE, and Others on Additional Matters
Universal Proxy (to SEC)
U.S. Proxy System (to SEC)
Audit Committee Report (to SEC)
Supervisory Expectations of Boards of Directors (to Federal Reserve Board)
Audit Policy (to the European Commission)
Overboarding (to Institutional Shareholder Services)
Proxy Disclosure Enhancements (re SEC rule anticipating Dodd-Frank)
Stock Exchange Listing Standards (to the New York Stock Exchange- 2003 Classic pp. 89-93)
Roger W. Raber Testimony on Enron before the House Committee on Energy and Commerce (February 6, 2002)
Kenneth Daly Testimony on Whistleblower Bounties – House Committee on Capital Markets (May 11, 2011)
NACD Amicus Briefs
Bohnen v. Troy, Brief of the National Association of Corporate Directors as Amicus Curiae, Urging Reversal, September 8, 2008 (Director Indemnification)
Bohnen v. Troy, Court Response to Amicus Brief , September 11, 2008 (D&O Indemnification)
In re: Rural/Metro, Amicus Brief of May 26, 2015 (Revlon Duty)
Longview Energy Company v. The Huff Energy Fund, Amicus Brief of May 5, 2016 (Duty of Loyalty)
NACD Guidance and Tools
Blue Ribbon Commission Report on Director Liability
Director Essentials: Strengthening Compliance and Ethics Oversight
Customizable Director Role Description
Resource Center: Director Liability
NACD Blog on New Auditor’s Report Standard (2017)
Avoiding Conflicts of Interest
Board Leadership Structure
Boards and Regulation FD
Fiduciary Duties
Director Independence
Oversight of the Independence Auditor
Role of the Executive Chair
Role of proxy advisory firms
Role of the SEC
Subsidiary Governance