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Sarbanes Oxley
Act |
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SEC. 406.
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS.
(a) CODE OF ETHICS
DISCLOSURE.—The Commission shall
issue
rules to
require each issuer, together with periodic
reports required
pursuant to
section 13(a) or 15(d) of the Securities
Exchange Act
of 1934, to
disclose whether or not, and if not, the
reason therefor,
such issuer
has adopted a code of ethics for senior
financial officers,
applicable to
its principal financial officer and
comptroller or principal
accounting
officer, or persons performing similar
functions.
(b) CHANGES IN CODES
OF ETHICS.—The Commission shall
revise its
regulations concerning matters requiring
prompt disclosure
on Form 8–K
(or any successor thereto) to require the
immediate
disclosure,
by means of the filing of such form,
dissemination
by the
Internet or by other electronic means, by any
issuer of
any change in
or waiver of the code of ethics for senior
financial
officers.
(c) DEFINITION.—In
this section, the term ‘‘code of ethics’’
means
such
standards as are reasonably necessary to
promote—
(1) honest
and ethical conduct, including the ethical
handling
of actual or
apparent conflicts of interest between
personal
and
professional relationships;
(2) full,
fair, accurate, timely, and understandable
disclosure
in the
periodic reports required to be filed by the
issuer; and
(3)
compliance with applicable governmental rules
and
regulations.
(d) DEADLINE FOR
RULEMAKING.—The Commission shall—
(1) propose
rules to implement this section, not later
than
90 days after
the date of enactment of this Act; and
(2) issue
final rules to implement this section, not
later
than 180 days
after that date of enactment.
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