Code of Ethics Disclosure Requirements

Summary

This practice note discusses Section 406(a) (15 U.S.C. § 7264) of the Sarbanes-Oxley Act (SOX), which directs the U.S. Securities and Exchange Commission (SEC) to issue rules requiring all companies subject to the reporting requirements of Section 13(a) (15 U.S.C. §78m) or 15(d) (15 U.S.C. §78o) of the Securities Exchange Act of 1934, including foreign private issuers, to disclose in their annual reports whether they have adopted a code of ethics for the company’s senior financial officers and, if not, their reasons for not doing so.