Provision

Commission Action

Effective/Compliance Dates

Revised Audit Committee Standards (independence and responsibilities of committee members, etc.) [§ 301]

 Proposing Release ― Exch. Act Release No. 47,137 (Jan. 8, 2003), 2003 WL 60824. Commission adopts final rules (Rule 10A-3), Sec. Act Release No. 8220 (Apr. 9, 2003), 2003 WL 1833875.Notice of NYSE Proposed Corporate Governance amendments, Exch. Act Release No. 47,672 (Apr. 11, 2003), 2003 WL 1870339; Notice of Nasdaq Proposed Corporate Governance amendments, Exch. Act Release No. 47,516 (Mar. 17, 2003), 2003 WL 1248830. Approved with amendments Exch. Act Release No. 48,745 (Nov. 4, 2003), 2003 WL 22509738

Listed issuers, other than foreign private issuers and small business issuers, must be in compliance with the new listing rules by the earlier of their first annual meeting after January 15, 2004 or October 31, 2004. Foreign private issuers and small business issuers must be in compliance with new listing rules by July 31, 2005. There are special transition provisions relating to companies with a classified board and companies listing in connection with an IPO.

Improper Influence on
Conduct of Audits [§ 303]

Proposed Rule 13b2-2 under the Exchange Act, Exch. Act Release No. 46,685 (Oct. 18, 2002), 2002 WL 31356568. Adopted in Exch. Act Release No. 47,890 (May 20, 2003), 2003 WL 21148349.

Effective date―June 27, 2003

Disclosure of Audit Committee Financial Expertise [§ 407]

Proposed new Item 309, Regulations S-K and S-B, Sec. Act Release No. 8138 (Oct. 22, 2002), 2002 WL 31370458, adopted in Sec. Act Release No. 8177 (Jan. 23, 2003), 2003 WL 164269 (See also Sec. Act ReleaseNo. 8177A), Exch. Act Release No. 47,262 (Jan. 27, 2003), 2003 WL 174021 (investment companies)

Effective date―March 3, 2003; compliance date― annual reports for fiscal year ending on or after July 15, 2003 for issuers other than small business issuers; small business issuers in annual reports for fiscal years ending on or after December 15, 2003

CEO and CFO Reimbursement of Bonuses and Profits in event of Restatement [§ 304]

Self-implementing as to rules of the Commission

7/30/02

Provision

Commission Action

Effective Time

Code of Ethics for Senior Financial Officers [§ 406]

Proposed new Item 406, Regulations S-K and S-B, Sec. Act Release No. 8138 (Oct. 22, 2002), 2002 WL 31370458, adopted in Sec. Act Release No. 8177 (Jan. 23, 2003), 2003 WL 164269 Exch. Act Release No. 47,262  (Jan. 27, 2003), 2003 WL 174021 (investment companies)

Effective date―March 3, 2003; compliance date—annual reports for fiscal year ending on or after July 15, 2003; much comply with disclosure of amendments and waivers on or after date file first annual report including required information.

Prohibition on Loans to
Executives [§ 402]

Self-implementing

7/30/02

Enactment of Professional Responsibility Rules for
Attorneys [§ 307]

Rules proposed in Sec. Act Release No. 8150 (Nov. 21, 2002), 2002 WL 31627090, adopted Sec. Act Release No. 8185 (Jan. 29, 2003), 2003 WL 193527. Reproposal of noisy withdrawal, Sec. Act Release No. 8186 (Jan. 29, 2003), 2003 WL 203262

Effective date—August 5, 2003

Provision

Commission Action

Effective Time

Certification of Financial Reports [§ 302]

Adopted Rules 13a-14, 13a-15, 15d-14, 15-15; Sec. Act Release No. 8124 (Aug. 29, 2002), 2002 WL 31720215. Proposed amendments in Sec. Act Release No. 8138 (Oct. 22, 2002), 2002 WL 31370458. Adopted amendments in Sec. Act Release No. 8238 (June 5, 2003), 2003 WL 21294970. See also for investment companies, Exch. Act Release No. 46,441 (Aug. 30, 2002), 2002 WL 1997955. Exch. Act Release No. 47,262
(Jan. 27, 2003), 2003 WL 174021.

Effective date―8/29/02; amendments--8/14/03; companies must comply with new exhibit requirements and changes to the certification requirements in periodic reports due on or after August 14, 2003. Registered investment companies to extent applicable must comply with amendments on or after August 14, 2003. As to certification relating to internal control over financial reporting compliance as to accelerated filers compliance commences for fiscal years ending on or after November 15, 2004 and as to other filers for fiscal years ending on or after July 15, 2005.

Certification of Financial Reports [§ 906]

Self-implementing. Commission provides to be furnished as Exhibit 32. Sec. Act Release No. 8238 (June 5, 2003), 2003 WL 21294970.

7/30/02. Companies must comply with exhibit requirement established by SEC in periodic reports that include financial statements due on or after August 14, 2003

Accuracy of Financial
Reports [§ 401]

Self-implementing

7/30/02

Off-Balance Sheet
Transactions [§ 401(a)]

Proposed amendments to Item 303 of Regulations S-K and S-B, Sec. Act Release No. 8144 (Nov. 4, 2002), 2002 WL 31453998, adopted Sec. Act Release 8182 (Jan. 28, 2003), 2003 WL 175446

Effective date―4-7-2003; compliance date-disclosure requirements for registration statements, annual reports, and proxy statements including financial statements for fiscal years ending on or after June 15, 2003; table of contractual obligations for fiscal years ending on or after December 15, 2003 (table not applicable to small business issuers)

Rules on Pro Forma Figures [§ 401(b)]

Proposed Regulation G, Sec. Act Release No. 8145 (Nov. 4, 2002), 2002 WL 31455599, adopted Sec. Act Release No. 8176 (Jan. 22, 2003), 2003 WL 161117

Effective and compliance date—March 28, 2003

Assessment of Internal
Controls in Periodic Filings [§ 404]

Proposed in Sec. Act Release No. 8138 (Oct. 22, 2002), 2002 WL 31370458. Adopted Sec. Act Release No. 8238 (June 5 , 2003), 2003 WL 21294970. Compliance dates extended in Sec. Act Release No. 8392 (Feb. 24, 2004), 2004 WL 349829

Accelerated filers, as of the end of its first fiscal year ending on or after November 15, 2004; other filers for first fiscal year ending on or after July 15, 2005

Auditor’s Attestation of Management’s Assessment of Internal Controls [§ 404(b)]

Proposed by Public Company Accounting Oversight Board (PCAOB) on October 7, 2003, the PCAOB proposed an auditing standard to satisfy this requirement (PCAOB Release No. 2003-17 (Oct. 7, 2003), available at http:// www.pcaobus.org/rules/ Release2003-017.pdf ) and on March 9, 2004 the PCAOB adopted the proposal as Auditing Standard 2 (PCAOB Release No. 2004-001 (March 9, 2004), available at http://www.pcaobus. org/rules/Release-20040308-1.pdf). Published for comment on April 8, 2004 in Exch. Act Release No. 49,554, 2004 WL 1217624, approved by SEC on June 17, 2004, Exch. Act Release No. 49,884, 2004 WL 1574003.

Accelerated filers, as of the end of its first fiscal year ending on or after November 15, 2004; other filers for first fiscal year ending on or after July 15, 2005

Enhanced SEC Review of Periodic Disclosures [§ 408]

Self-implementing

7/30/02

Requirement for Real-Time Disclosures [§ 409]

Limited Form 8-K amendment re earnings releases. Adopted in Sec. Act Release No. 8176 (Jan. 22, 2003), 2003 WL 161117. Expansion of events requiring filing of Form 8-K and accelerated filing within 4 business days of the occurrence of the event. Adopted in Sec. Act Release No. 8400 (Mar. 16, 2004), 2004 WL 536851

August 23, 2004

Provision

Commission Action

Effective Time

New criminal offenses and enhanced maximum penalties
Existing Criminal Offenses [§§ 802, 807, 906, 1102 and 1107]

Self-implementing

7/30/02

Sentencing
Guidelines [§§ 805, 905, 1104]

U.S. Sentencing Commission adopts amended guidelines, see Guidelines Manual (Nov. 2003) available at http://www.ussc.gov/2003guid/2003guid.pdf. Corporate Responsibility guidelines, April 30, 2004, http://www.ussc.gov/FEDREG/fedreg1203.pdf.

Effective November 1, 2003; Corporate responsibility amendments, November 1, 2004

Equitable Relief and
Unfitness to Serve as an Officer or Director of a Public Company [§§ 305 and 1105]

Self-implementing

7/30/02

Freeze of Extraordinary Payments [§ 1103]

Self-implementing

7/30/02

Non-Dischargeable Fraud-Related Debts [§ 803]

Self-implementing

7/30/02

Whistleblower Protection [§ 806]

Department of Labor (DOL) adopted implementing rules on May 28, 2003 (29 C.F.R. § 1980.102(b)(1))

7/30/02

Extending Period of Limitations [§ 804]

Self-implementing

7/30/02

Provision

Commission Action

Effective Time

Acceleration of Form 4 Deadline [§ 403]

Amended Rule 16a-3 and other rules to require filing of Form 4 by the end of the second business day following the transaction and limiting use of Form 5, Exch. Act Release No. 46,421 (Aug. 27, 2002), 2002 WL 1974139.

8/29/02

Electronic Filing of Form 4 [§ 403]

Proposed Sec. Act Release No. 8170 (Dec. 20, 2002), 2002 WL 31855307. Adopted in Sec. Act Release No. 8230 (May 7, 2003), 2003 WL 21025853

Effective date―June 30, 2003; compliance date—must file electronically on or after June 30, 2003 and comply with website posting requirements June 30, 2003

Provision

Commission Action

Effective Time

Prohibition on Trades
During Plan Blackout
Periods [§ 306]

Proposed Regulation BTR, Exch. Act Release No. 46,778 (Nov. 6, 2002), 2002 WL 31487278, adopted in Exch. Act Release No. 47,225 (Jan. 22, 2003), 2003 WL 152486

Effective date―1/26/03; Issuer compliance date, commencing March 21, 2003

Regulation of Analysts’
Conflicts of Interest [§ 501]

Notice of NYSE and Nasdaq Stock Market proposed revisions and Amendment 1 to revised Rules 472 and 2711, respectively, Exchange Act Release 47,110 (Dec. 31, 2002), 2002 WL 31893640; Notice of Amendment No. 2, Exch. Act Release No. 47,912 (May 23, 2003), 2003 WL 21205033 Regulation Analyst Certification proposed Sec. Act Release No. 8119 (Aug. 2, 2002); adopted Sec. Act Release No. 8193 (Feb. 20, 2003), 2003 WL 39879. Notice and approval of Amendment No. 3, Exch. Act Release No. 48,252 (July 29, 2003), 2003 WL 21750579. Global Settlement with Ten Investment Banks (Apr. 28, 2003), http://www.sec. gov/spotlight/globalsettlement.htm

Not later than 7/30/03, the national securities exchanges and the Nasdaq stock market shall adopt rules meeting the criteria of this section and approved by the SEC designed to address conflicts of interest arising when research analysts recommend equity securities. Varying effective dates for different aspects of SRO rules, but all effective by January 28, 2004, Regulation AC effective April 14, 2003

Provision

Commission Action

Effective Time

Public Company Accounting Oversight Board (PCAOB) [§ 101]

Founding members appointed by divided (3-2) SEC on Oct. 25, 2002, SEC Press Release 2002-153, available at http://www. sec.gov/news/press/2002-153.htm. Chairman Webster resigns Nov. 12, 2002, SEC Press Release 2002-159, available at http://www.sec. gov/news/press/2002-159.htm Organization meeting held Jan. 9, 2003 SEC declares PCAOB organized and functioning, Sec. Act Release No. 8223 (April 25, 2003), 2003 WL 1956164

SEC declared the PCAOB properly organized and capable of carrying out its responsibilities April 25, 2003..

Registration of Public
Company Accounting Firms [§ 102]

PCAOB adopted registration rules in PCAOB Release No. 2003-007 (May 6, 2003). Commission notice of filing  of registration rules in Exch. Act Release No. 47,990 (June 5, 2003), 2003 WL 21301067; Commission approves PCAOB registration rules, Exch. Act Release No. 48,180 (July 16, 2003), 2003 WL 21659599. Extension of time for foreign public accounting firms approved by SEC in Exch. Act Release No. 49,473 (Mar. 25, 2004), 2004 WL 614533

Public company accounting firms had to be registered with the PCAOB by October 22, 2003. Foreign accounting firms had until July 19, 2004 to register..

SEC’s Enhanced Power to Adopt New GAAP
Standards [§ 108]

SEC recognizes FASB as Section 108 standard setting board. Sec. Act Release No. 8221 (April 25, 2003), 2003 WL 1956186

7/30/02. This section provides for an independently funded standard setting board. There was no time limit, but the Commission on April 25, 2003 recognized the Financial Accounting Standards Board (FASB) as the standards setting body contemplated by the Act.

Limitation on Non-Audit Services [§ 201] [§ 208]

Proposed amendments to Regulation S-X, Sec. Act Release No. 8154 (Dec. 2, 2002), 2002 WL 31687144, adopted Sec. Act Release No. 8183 (Jan. 28, 2003), 2003 WL 183801. See also Sec. Act Release No. 8183A (Mar. 26, 203).

Effective date―May 6, 2003; includes number of transition provisions for services being rendered at effective date

Audit Partner Rotation; Management/Auditor
Conflicts of Interest
[§§ 203 and 206] [§ 208]

Proposed amendments to Regulation S-X, Sec. Act Release No. 8154 (Dec. 2, 2002), 2002 WL 31687144, adopted Sec. Act Release No. 8183 (Jan. 28, 2003), 2003 WL 183801

Effective date―May 6, 2003