The Sarbanes-Oxley Act of 2002 addresses a wide range of corporate-accountability issues. Key provisions of the legislation, which apply to both U.S. and foreign private issuers, will:

• Create a Public Company Accounting Oversight Board to establish auditing standards and regulate accountants who audit public companies;
  
• Prohibit auditors from providing non-audit services to audit clients, except with oversight board pre-approval;
  
• Require CEOs and CFOs to certify their companies’ annual and quarterly financial reports, subject to civil and criminal penalties;
  
• Require CEOs and CFOs to forfeit bonuses, incentive compensation or gains from the sale of company securities during the 12-month period after the initial publication of financial statements that have to be reinstated as a result of misconduct;
  
• Demand real-time disclosure, in plain English, of material changes to an issuer’s financial condition or operations;
  
• Require public companies to have an audit committee composed entirely of independent directors;
  
• Require public companies to disclose the adoption of, and any changes to, corporate codes of ethics;
  
• Prohibit issuers from extending new personal loans to directors and executive officers;
  
• Accelerate the reporting of insider transactions to within two business days;
  
• Prohibit directors and executive officers from trading company stock during company benefit plan blackout periods;
  
• Provide criminal penalties for destroying audit records or falsifying documents;
  
• Enhance criminal penalties for violations of antifraud rules, federal securities laws and other “white-collar” crimes;
  
• Protect employees of public companies against retaliation for whistle-blowing;
  
• Increase the frequency of SEC reviews of public-company filings to at least once every three years.