Sarbanes Oxley Act Section 406

 

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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