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146 Nasdaq Equity Rule 5605(e)(4).
147 NYSE Listed Company Manual Section 303A.00.
148 Nasdaq Equity Rule 5615(c)(2).
149 Website Posting Requirement and Disclosure Requirements of NYSE Listed Company Manual Section 303A.04.
150 See CFTC, End-User Exception to the Clearing Requirement for Swaps, 77 Fed. Reg. 42560 (July 19, 2012),
available at http://www.cftc.org/LawRegulation/FederalRegister/FinalRules/2012-17291.
151 See SEC Release No. 34-63556, End-User Exception to Mandatory Clearing of Security-Based Swaps,
(December 15, 2010), available at http://www.sec.gov/rules/proposed/2010/34-63556.pdf.
152 The CFTC has published a phased-in compliance schedule giving eligible commercial end-users of particular
swaps subject to the Dodd-Frank Act clearing requirements up to 270 days after publication of a final clearing
determination by the CFTC in the Federal Register to make an election to use the End-User Exception. See CFTC,
Swap Transaction Compliance and Implementation Schedule: Clearing Requirement Under Section 2(h) of the
CEA, 77 Fed. Reg. 44441 (July 30, 2012), available at
http://www.cftc.gov/ucm/groups/public/@lrfederalregister/documents/file/2012-18383a.pdf. To date, the CFTC has
designated for clearing certain interest rate swaps and credit default index swaps, thereby triggering the running of
the 270-day timetable. CFTC, Clearing Requirement Determination, 77 Fed. Reg. 74283 (December 13, 2012),
available at http://www.cftc.gov/LawRegulation/FederalRegister/FinalRules/2012-29211. In addition, the U.S.
Treasury Department has exercised its authority under the Dodd-Frank Act to exempt foreign exchange swaps and
foreign exchange forwards from the statutory definition of “swap.” While this means that foreign exchange swaps
and foreign exchange forwards will not be subject to clearing, trade execution and margin requirements otherwise
applicable to swaps, these exempt transactions are still covered by the Dodd-Frank Act swap reporting and certain
other requirements. See Department of the Treasury, Determination on Foreign Exchange Swaps and Foreign
Exchange Forwards under the Commodity Exchange Act, available at http://www.treasury.gov/press-center/pressreleases/Pages/tg1773.aspx.
153 Federal Reserve System Regulation YY, Docket No. 1438 (January 5, 2012). The comment period ended April
30, 2012.
154 While the SEC’s rules do not explicitly require board oversight of this code of ethics, given the seniority of the
officers involved and the subject matter, responsibility to adopt and oversee the code will usually be a board
responsibility and often falls within the audit committee’s responsibilities.
155 However, Forms 20-F and 40-F provide that a foreign private issuer may disclose any change to or waiver from
the Code of Business Conduct and Ethics on a Form 6-K or its website.
156 NYSE Listed Company Manual Section 303A.10.
157 Nasdaq Equity Rule 5610; Nasdaq IM-5610.
158 NYSE Listed Company Manual Section 303A.10.
159 Disclosure Requirements of NYSE Listed Company Manual Section 303A.10.
160 Nasdaq Equity Rule 5610.
161 Website Posting Requirement and Disclosure Requirements of NYSE Listed Company Manual Section 303A.10.
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