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U.S. Securities and Exchange Commission

Pitt Seeks Review of Corporate Governance, Conduct Codes


Washington, DC, February 13, 2002 — As part of an ongoing effort to bolster investor confidence, Chairman Harvey L. Pitt of the Securities and Exchange Commission has asked the New York Stock Exchange and Nasdaq to review corporate governance and listing standards, including the important issues of officer and director qualifications and the codes of conduct of public companies.

"Recent events have underscored the need for public companies to have a strong commitment to full disclosure and compliance with all regulatory regimes to which their companies are subject," Pitt said in a letter to the chairmen of the NYSE and Nasdaq. "While no set of rules can stop every venal actor determined to put personal interests ahead of those of the companies they manage, we believe that there are a number of ways that current corporate governance standards can be improved to strengthen the resolve of honest managers and the directors who oversee management's actions."

Pitt commended the NYSE for establishing a Special Committee on Corporate Accountability and Listing Standards to examine corporate governance issues, including the possibility of requiring continuing education programs for officers and directors. The Nasdaq is taking similar steps.

Separately, Pitt commended Financial Executives International for reemphasizing its members' code of ethics and asked FEI to consider whether there is a need to update the code in light of recent developments.



Modified: 02/13/2002