Title 15, Commerce and TradeRelease 119-110

§7264 Code of Ethics for Senior Financial Officers

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

Last updated Sep 22, 2026|Official source

Summary

Companies that file regular reports under section 78m(a) or 78o(d) must say, when they file those reports, whether they have a written code of ethics for their top finance officers (like the chief financial officer and chief accounting officer) or people doing the same jobs. If they do not have one, they must explain why. Any change to or waiver of that code must be reported right away by filing Form 8‑K (or its successor) and by posting it electronically. The code of ethics must cover three things: honest and ethical behavior (including handling conflicts of interest), clear and accurate periodic reporting, and following applicable laws and rules. The Commission had to propose rules within 90 days after July 30, 2002, and issue final rules within 180 days after that date.

Full Legal Text

Title 15, §7264

Commerce and Trade, Source: USLM XML via OLRC

(a)Code of ethics disclosure

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)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.

(c)Definition

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)Deadline for rulemaking

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

Sep 22, 2026

Release point: 119-110