Code Of Ethics Requirements Under The Sarbanes-Oxley Act

On January 24, 2003, the Securities and Exchange Commission implemented Section 406 of the Sarbanes-Oxley Act of 2002¹, which requires reporting companies to disclose the following information:

• Whether a company has adopted a code of ethics for its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions;
• If a company has not adopted a code of ethics, the reasons therefore; and
• Any changes to, or waivers of any provisions of, the code of ethics.

Section 406 defines "code of ethics" as written standards that are reasonably designed to deter wrongdoing and to promote:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;