Following is a summary of the NYSE corporate governancerequirements of companies listed on this stock exchange.For each requirement, state how it is intended to help to addressthe risk of fraud in publicly traded organizations.a. Boards need to consist of a majority of independent directors.b. Boards need to hold regular executive sessions of independentdirectors without management present.c. Boards must have a nominating/corporate governance committeecomposed entirely of independent directors.d. The nominating/corporate governance committee must have awritten charter that addresses the committee’s purpose andresponsibilities, and there must be an annual performanceevaluation of the committee.e. Boards must have a compensation committee composedentirely of independent directors.f. The compensation committee must have a written charterthat addresses the committee’s purpose and responsibilities,which must include (at a minimum) the responsibility toreview and approve corporate goals relevant to CEO compensation,make recommendations to the board about non-CEO compensation and incentive-based compensation plans,and produce a report on executive compensation; there mustalso be an annual performance evaluation of the committee.g. Boards must have an audit committee with a minimum ofthree independent members.h. The audit committee must have a written charter thataddresses the committee’s purpose and responsibilities, andthe committee must produce an audit committee report; theremust also be an annual performance evaluation of thecommittee.i. Companies must adopt and disclose corporate governanceguidelines addressing director qualification standards, directorresponsibilities, director access to management and independentadvisors, director compensation, director continuingeducation, management succession, and an annual performanceevaluation of the board.j. Companies must adopt and disclose a code of business conductand ethics for directors, officers, and employees.k. Foreign companies must disclose how their corporate governancepractices differ from those followed by domesticcompaniesl. CEOs need to provide an annual certification of compliancewith corporate governance standards.m. Companies must have an internal audit function, whetherhoused internally or outsourced.
Following is a summary of the NYSE corporate governance
requirements of companies listed on this stock exchange.
For each requirement, state how it is intended to help to address
the risk of fraud in publicly traded organizations.
a. Boards need to consist of a majority of independent directors.
b. Boards need to hold regular executive sessions of independent
directors without management present.
c. Boards must have a nominating/corporate governance committee
composed entirely of independent directors.
d. The nominating/corporate governance committee must have a
written charter that addresses the committee’s purpose and
responsibilities, and there must be an annual performance
evaluation of the committee.
e. Boards must have a compensation committee composed
entirely of independent directors.
f. The compensation committee must have a written charter
that addresses the committee’s purpose and responsibilities,
which must include (at a minimum) the responsibility to
review and approve corporate goals relevant to CEO compensation,
make recommendations to the board about non-
CEO compensation and incentive-based compensation plans,
and produce a report on executive compensation; there must
also be an annual performance evaluation of the committee.
g. Boards must have an audit committee with a minimum of
three independent members.
h. The audit committee must have a written charter that
addresses the committee’s purpose and responsibilities, and
the committee must produce an audit committee report; there
must also be an annual performance evaluation of the
committee.
i. Companies must adopt and disclose corporate governance
guidelines addressing director qualification standards, director
responsibilities, director access to management and independent
advisors, director compensation, director continuing
education, management succession, and an annual performance
evaluation of the board.
j. Companies must adopt and disclose a code of business conduct
and ethics for directors, officers, and employees.
k. Foreign companies must disclose how their corporate governance
practices differ from those followed by domestic
companies
l. CEOs need to provide an annual certification of compliance
with corporate governance standards.
m. Companies must have an internal audit function, whether
housed internally or outsourced.
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