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'Thelen's Chart Summarizing The Status Of SEC Rulemaking On Corporate Governance / Sarbanes-Oxley'

July 01, 2004

Subject	Proposing Release	Adopting Release (SOX citation, if appicable)
FINANCIAL & ACCOUNTING
SEC Approves PCAOB Auditing Standard No. 2	PCAOB Release No. 2004-1 (Mar. 9, 2004)	Release No. 34-49884 (June 17, 2004) FREQUENTLY ASKED QUESTIONS on Management's Report on Internal Control Over Financial Reporting and Disclosure in Exchange Act Periodic Reports
PCAOB Auditing Standard No. 1 Effective May 24, 2004	PCAOB Release No. 2003-25 (Dec. 17, 2003)	Release No. 34-49707 (May 14, 2004)
Strengthening the Commission's Requirements Regarding Auditor Independence	Release No. 33-8154 (Dec. 2, 2002)	Release No. 33-8183 (Jan. 28, 2003) As amended by: Release No. 33-8183a (Mar. 26, 2003) FREQUENTLY ASKED QUESTIONS on Auditor Independence (Aug. 13, 2003) (SOX §§ 201 - 207)
Improper Influence on Conduct of Audits	Release 34-46685 (Oct. 18, 2002)	Release No. 34-47890 (May 20, 2003) (SOX § 303)
Retention of Records Relevant to Audits and Reviews	Release No. 33-8151 (Nov. 21, 2002)	Release No. 33-8180 (Jan. 24, 2003) (SOX § 802)
DISCLOSURE
Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date	Release No. 33-8106 (June 17, 2002)	Release No. 34-49424 (Mar. 16, 2004)
Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports	Release No. 33-8089 (Apr. 12, 2002)	Release No. 33-8128 (Sept. 5, 2002) As amended by: Release No. 33-8128A (Apr. 8, 2003)
Certification of Disclosure in Companies' Quarterly and Annual Reports Memo on March 21, 2003 Proposing Release	Release No. 34-46079 (June 17, 2002) Release No. 33-8212 (Mar. 21, 2003)	Release No. 33-8124 (Aug. 29, 2002) (SOX § 302(a)) (SOX § 906) Final certification rules proposed in Rel. No. 33-8212 were adopted in Rel. No. 33-8238 (June 5, 2003).
Disclosure in MD&A of Critical Accounting Policies	Release No. 33-8098 (May 10, 2002)	Pending; see Proposing Release: Disclosure in MD&A, re Off-Balance Sheet, below See also Commission Guidance Regarding MD&A Interpretive Release No. 33-8350 (Dec. 19, 2003)
Disclosure in MD&A of Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities and Commitments	Release No. 33-8144 (Nov. 4, 2002)	Release No. 33-8182 (Jan. 27, 2003) (SOX § 401(a))
Conditions for Use of Non-GAAP (Pro Forma) Financial Measures; Filing Earnings Releases by 8-K Memo on FAQs	Release No. 33-8145 (Nov. 5, 2002)	Release No. 33-8176 (Jan. 22, 2003) (SOX § 401(b)) FILING GUIDANCE: Release No. 33-8216 (Mar. 27, 2003) FREQUENTLY ASKED QUESTIONS Regarding the Use of Non-GAAP Financial Measures Release No. 34-47226 (June 12, 2003)
Disclosure Required by Section 404 of Sarbanes-Oxley on Internal Controls	Release No. 33-8138 (Oct. 22, 2002)	Release No. 33-8238 (June 5, 2003) (SOX § 404) PCAOB Release No. 2003-017 (Oct. 7, 2003), Proposed Auditing Standard: An Audit of Internal Control Over Financial Reporting Performed in Conjunction with an Audit of Financial Statements.
Disclosure Required by Sections 406 and 407 of Sarbanes-Oxley on Audit Committee Financial Expert and Code of Ethics	Release No. 33-8138 (Oct. 22, 2002)	Release No. 33-8177 (Jan. 22, 2003) (SOX §§ 406, 407) As amended by: Release No. 33-8177a (Mar. 26, 2003)
Disclosure Regarding Nominating Committee Functions and Communications Between Security Holders and Boards of Directors	Release No. 34-48301 (Aug. 8, 2003)	Release No. 33-8340 (Nov. 24, 2003)
Form 8-K Disclosure of Certain Management Transactions	Release No. 33-8090 (Apr. 12, 2002)	Pending; see Additional Form 8-K proposing release, below.
Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date	Release No. 33-8106 (June 17, 2002)	Pending; not required by SOX, no statutory deadline for final rule adoption
CORPORATE GOVERNANCE
Standards Relating To Listed Company Audit Committees	Release No. 34-47137 (Jan. 8, 2003)	Release No. 33-8220 (Apr. 9, 2003) (SOX § 301)
NYSE: New Standards and Changes in Corporate Governance and Practices of NYSE-Listed Companies	Amendment No. 2 (October 8, 2003) Amendment No. 1 Release No. 34-4672 (Apr. 11, 2003) Original Proposal (Aug. 16, 2002)	SEC Release No. 34-48745 (Nov. 4, 2003) Order Approving Proposed Rule Changes Relating to Corporate Governance (NYSE and NASD) (SOX § 301) NYSE Final Corporate Governance Rules (Nov. 4, 2003) (NYSE Rule 303A) FAQs NYSE Listed Company Manual Section 303A Corporate Governance Listing Standards (Feb. 13, 2004) Proposed Corporate Governance Amendments (Section 303A)
Security Holder Director Nominations	Rel. No. 34-48626 (Oct. 14, 2003) See also Staff Report: Review of the Proxy Process Regarding the Nomination and Election of Directors (Jul. 15, 2003)	SEC final rule pending
NYSE: Shareholder Approval of Equity Compensation Plans	Amended W/R/T Equity Compensation Plans (Oct. 8, 2002, as corrected Oct. 21, 2002)	Release No. 34-48108 (June 30, 2003)Order Approving NYSE and Nasdaq Proposed Rule Changes Relating to Equity Compensation Plans (NYSE Rule 303A(8)) FAQs on Equity Compensation Plans (Dec. 12, 2003)
INSIDERS
Insider Trades During Pension Fund Blackout Periods	Release No. 34-46778 (Nov. 6, 2002)	Release No. 34-47225 (Jan. 22, 2003) (SOX §306(a))
Acceleration of Ownership Reports on Trading by Officers, Directors and Principal Security Holders	None	Release No. 34-46421 (Aug. 27, 2002) (SOX § 403(a)) Rules supplemented by Mandated Electronic Filing and Website Posting for Forms 3, 4 and 5, below
Mandated Electronic Filing and Website Posting for Forms 3, 4 and 5	Release No. 33-8170 (Dec. 20, 2002)	Release No. 33-8230 (May 7, 2003)(SOX § 403)
ATTORNEY CONDUCT
Implementation of Standards of Professional Conduct for Attorneys Memo on "Up-the-Ladder" reporting: Memo on "Noisy Withdrawal" proposals:	Release No. 33-8150 (Nov. 21, 2002) Release No. 33-8186 (Jan. 29, 2003) (re: Noisy Withdrawal)	Release No. 33-8185 (Jan. 29, 2003) (SOX § 307)

© Thelen LLP. This guide is published as an information service to clients and friends. Please recognize that the information is general in nature and must not be relied upon as legal advice.

The members of our Corporate Governance Group are following recent events carefully and have extensive experience in advising companies and their officers and directors as to how best to comply with the changing regulatory environment. We look forward to continue working with you and to assisting you in your efforts to comply with these new laws and regulations. Should you have any questions, please contact your Thelen partner or any member of our Corporate Governance Group.

We welcome your comments and suggestions.

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