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Corporate Codes of Ethics, Governance Guidelines

Not Yet Ready for Prime Time, Execs Say


Corporate Secretaries See Changes Coming

Due to SEC, NYSE Changes, “Straw Poll” Finds


Morristown, N.J. (September 10, 2002) -- Corporate governance executives say that:


-- more than 8 of 10 corporations (84%) have not yet externally published their code of ethics, or need to update or write a code to meet a proposed New York Stock Exchange rule; and


-- a large minority (44%) of corporations need to develop or update their corporate governance guidelines and board of directors committee charters in order to meet proposed NYSE disclosure requirements.


Those new findings came in a “straw poll” by corporate governance consulting firm Rhoda Anderson Associates at the American Society of Corporate Secretaries (ASCS) annual meeting held in July 2002 in Toronto.


The straw poll of 25 corporate executives also showed that:


-- shortened filing deadlines for quarterly and annual reports will mean “significant” or “some” change for their work in readying annual reports and proxy statements.


-- more than half need to find or develop a means for web publishing of their corporate documents such as 10-K, 10-Q, and 8-K documents.


The corporate secretary is the lead corporate governance executive in most public companies and is critical in meeting changing governance requirements.


Responding to the investor confidence crisis, the Securities and Exchange Commission (SEC) is shortening corporate filing deadlines from 45 to 35 days for quarterly reports and from 90 to 60 days for annual reports.  The code of ethics disclosure requirements, approved August 1 by the NYSE, are awaiting SEC approval. 


Rhoda Anderson, founder and president of Rhoda Anderson Associates, noted, “Governance of corporations is changing very quickly.  For the corporate secretary, that means: lead the change -- or be led by it.”



About the Survey: The straw poll drew responses from 25 members of a corporate governance round table at the meeting, and was not sponsored by the ASCS.  Rhoda Anderson Associates does not infer statistical conclusions based on this sample size.  The “straw poll” survey questions and answers can be found here.



Rhoda Anderson

(973) 683-1484   



Charles Wasilewski

(908) 221-9256   



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