Title 15 — Commerce and TradeRelease 119-73

§7264 Code of ethics for senior financial officers

Title 15 › Chapter CHAPTER 98— - PUBLIC COMPANY ACCOUNTING REFORM AND CORPORATE RESPONSIBILITY › Subchapter SUBCHAPTER IV— - ENHANCED FINANCIAL DISCLOSURES › § 7264

Last updated Apr 6, 2026|Official source

Summary

The SEC must make rules that force each issuer, when filing the periodic reports called for under sections 78m(a) or 78o(d) of this title, to say whether it has a code of ethics for its principal financial officer and comptroller or principal accounting officer, or people in similar jobs, and if not, explain why. The SEC must also require immediate public notice—by filing Form 8‑K (or any successor) and by posting online or using other electronic means—of any change or waiver of that code. The code must promote three things: honest, ethical conduct and handling conflicts of interest; complete, accurate, timely, and clear periodic reports; and compliance with applicable laws and rules. The SEC had to propose rules within 90 days and issue final rules within 180 days after July 30, 2002.

Full Legal Text

Title 15, §7264

Commerce and Trade — Source: USLM XML via OLRC

(a)The Commission shall issue rules to require each issuer, together with periodic reports required pursuant to section 78m(a) or 78o(d) of this title, 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.

(b)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.

(c)In this section, the term “code of ethics” means such standards as are reasonably necessary to promote—

(1)honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2)full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the issuer; and

(3)compliance with applicable governmental rules and regulations.

(d)The Commission shall—

(1)propose rules to implement this section, not later than 90 days after July 30, 2002; and

(2)issue final rules to implement this section, not later than 180 days after July 30, 2002.

Reference

Citations & Metadata

Citation

15 U.S.C. § 7264

Title 15 — Commerce and Trade

Last Updated

Apr 6, 2026

Release point: 119-73