公司治理外文资料精粹（六）.pdf

Corporate Governance Rule Proposals Reflecting Recommendations from the NYSE Corporate Accountability and Listing Standards Committee As Approved by the NYSE Board of Directors August 1, 2002 The following is the principal text of the rule filing submitted by the Exchange to the Securities and Exchange Commission on August 16, 2002. It includes the proposed corporate governance standards, as well as the related changes made to certain other Exchange rules. It also includes the summary of the written comments received by the Exchange on the June 6, 2002 Report and recommendations of the Corporate Accountability and Listing Standards Committee. This summary of comments is a required part of the rule filing submitted to the SEC. The rule filing is subject to review and approval by the SEC, which includes an additional public comment period. The New York Stock Exchange (the “Exchange” or “NYSE”) has long pioneered advances in corporate governance. The NYSE has required companies to comply with listing standards for nearly 150 years, and has periodically amended and supplemented those standards when the evolution 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 again to raise corporate governance and disclosure standards. On February 13, 2002, Securities and Exchange Commission (“SEC”) Chairman Harvey Pitt asked the Exchange to review its corporate governance listing standards. In conjunction with that request, the NYSE appointed a Corporate Accountability and Listing Standards Committee (the “Committee”) to review the NYSE’s current listing standards, along with recent proposals for reform, with the goal of enhancing the a