How to Draft “Code of Ethics” Disclosure for the Form 10-K

As part of your Form 10-K filed with the SEC – as elicited by Item 406 of Regulation S-K, you will disclose whether your company has adopted a code of ethics that applies to your senior officers, as well as whether you make the code of ethics publicly available.

At the 4:08 mark, our guests – Perkins Coie’s Allison Handy and Zillow’s Shannon Cartales – get into the nitty gritty of codes of ethics, including:

1. Do companies typically adopt codes broader than what Item 406(b) of Regulation S-K requires?
2. Can you talk a little bit about what the NYSE and Nasdaq require for codes?
3. What do you think of maintaining separate codes of ethics – split between senior officers, all employees – and even the board?
4. Which way do you prefer to make the code publicly available – picking from the three choices in Item 406(c)? What do you see companies doing here?
5. If it’s a broad code, do you like to post the entire code – or the Item 406 part only?
6. What do you think of disclosing this information in the proxy rather than the Form 10-K?
7. Amendments & waivers to a code require companies to file an Item 5.05 8-K with the SEC. What type of actions might be considered a waiver – an “implicit” waiver – of the code that might not be obvious?
8. What type of disclosure controls do you recommend to capture any amendments or waivers that need to be disclosed on an Item 5.05 8-K?

For many more Vid-Guides dealing with corporate & securities law, corporate governance, E&S issues and more – particularly if you want to review any Vid-Guides referred to during this Vid-Guide – see the list of Vid-Guides spread throughout these categories:

• Corporate Governance
• Proxy Season
• Executive Pay
• ’34 Act/Other
• ’33 Act/Deals
• Sustainability/E&S
• Career Advice
• Fun Party

And since all the content on ZippyPoint.com is complimentary, please “Pay-What-You-Can” to help keep this fine platform alive & well…