Exploring Corporate Governance Around the World

By Allison Garrett, Senior Vice President for Academic Affairs at Oklahoma Christian University

Tuesday, January 24, 2006

NYSE Letter on Corporate Governance to Foreign Private Issuers

On January 20, the NYSE issued its annual letter on corporate governance issues to foreign private issuers. This letter apprises issuers of certain corporate governance matters as they gear up for the annual meeting season.

The letter reminds issuers of their annual report and Form 20-F filing requirements. The NYSE has pending with the SEC proposed modifications to Listed Company Manual section 303A.11. The proposed modification would require foreign issuers to note on their web sites significant differences between their corporate governance practices and the practices of U.S. companies.

Like U.S. companies, foreign private issuers are also required to send the NYSE within 30 days of its annual report filing with the SEC an Annual Written Affirmation regarding audit committee membership and independence. Pending rule changes will clarify the NYSE's expectations of foreign private issuers with regard to these disclosures.

Issuers are also reminded of the need to file a Subsequent Listing Application with respect to ADSs, ADRs or shares issued in the company's home country or elsewhere.

A copy of the NYSE's letter, which should be sent to all foreign private issuers, is at the following site:

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