Code of Business Conduct and Ethics

Overview: In view of recent corporate practices that have resulted in a negative impact on the stock market and a loss of investor confidence in corporate America and public company disclosure, Congress passed, and the President signed into law on July 30, 2002, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"),1 which, among other things, directs the Securities and Exchange Commission (the "SEC") to issue rules generally requiring companies to maintain a code of conduct and ethics for senior financial officers. Similarly, the New York Stock Exchange ("NYSE"), the Nasdaq Stock Market ("Nasdaq") and the American Stock Exchange ("Amex") have also made proposals requiring listed companies to implement a code of business conduct and ethics for directors, officers and employees. The proposed rules adopted by the NYSE, Accordingly, the SEC adopted final rules to implement the requirements of Section 406 of the Sarbanes-Oxley Act with respect to operating companies on January 15, 2003 and with respect to registered management investment companies on January 22, 2003. Public companies listed on the NYSE, Nasdaq and Amex will need to implement a code of ethics and/or ensure their existing code of ethics is in compliance with the applicable rules once the SEC approves the NYSE Proposals, the Nasdaq Proposals and/or the Amex Proposals, as applicable. Public companies will also need to ensure that they are in compliance with the final rules promulgated by the SEC under Section 406 of the Sarbanes-Oxley Act. Although the SEC's final rules permit a company to have separate codes of ethics for different types of officers, we suggest that companies adopt and implement a single code of ethics applicable to all directors, officers and employees. A single code of ethics will result in the preservation of consistency and harmony within an organization.

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Format: PDF | Size: 141KB | Date: Feb 2003 | Pages: 5