Section 406 -- Code of Ethics for Senior Financial Officers
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.
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.
Definition. In this section, the term "code
of ethics" means such standards as are reasonably necessary to promote--
honest and ethical conduct, including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships;
full, fair, accurate, timely, and understandable
disclosure in the periodic reports required to be filed by the issuer;
compliance with applicable governmental rules
Deadline for Rulemaking. The Commission
propose rules to implement this section,
not later than 90 days after the date of enactment of this Act; and
issue final rules to implement this section,
not later than 180 days after that date of enactment.
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