USA Law and Practice Contributed by: Matt Hurd, Melissa Sawyer and Scott Crofton, Sullivan & Cromwell LLP
• compensation of the named executive offic - ers, including the CD&A; • certain pay ratios and say-on-pay policies; and • independent auditor information. Public companies must also disclose the occur - rence of certain events in a current report, including: • a change in control; • the election or departure of a director or officer; • any amendment to certain organisational documents; • any amendment to the company’s code of ethics, or waiver of a provision of the code of ethics; • the voting results of any matters submitted to a vote of stockholders; • stockholder director nominations; or • changes in a company’s certifying account - ant. The federal securities laws also require a pub - lic company to post on its website the charters of its audit, compensation and nominating and corporate governance committees or include the charters as an appendix to its proxy statement every three years. NYSE requires listed compa - nies to make their codes of ethics publicly avail - able on or through its website. 6.3 Companies Registry Filings State law generally requires corporations and certain other entity forms to file the certificate of incorporation for the corporation with the Secretary of State. Certain states also require corporations and certain other entity forms to file annual or biannual reports, which generally require basic information about the entity, such as its legal name, address, registered agent and
names of directors and officers. States typically make these filings publicly available.
7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors The federal securities laws require public com - panies to have an independent auditor review their financial statements and disclosures and provide an opinion as to their fairness and com - pliance with the Generally Accepted Accounting Principles (GAAP). The SEC considers the independence of an auditor impaired if the auditor is not, or if a rea - sonable investor with knowledge of all attendant facts and circumstances would conclude that the auditor is not, capable of exercising impartial judgement on all issues encompassed within the audit engagement. In addition, certain actions and arrangements between a company and its outside auditor are not permitted, including con - tingent fee arrangements, direct or material indi - rect business arrangements between a company and its outside auditor and a company hiring certain employees of the independent auditor during a one-year cooling-off period. SEC rules prohibit independent auditors from providing certain non-audit services to a com - pany, including but not limited to bookkeep - ing, management or human resource functions or legal services and unrelated expert advice. Independent auditors may provide other non- audit services to a company that are not spe - cifically prohibited by SEC rules as long as the audit committee pre-approves such services. A company’s audit committee is responsible for the oversight of its independent auditor.
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