NEW YORK, Nov. 5, 2003 – New York Stock Exchange Interim Chairman and CEO John S. Reed today proposed far-reaching changes in how the NYSE is governed, establishing for the Exchange the highest standards of independence, oversight and transparency. Mr. Reed also named candidates for a reconstituted board of directors that will be independent from management, members and listed companies.
“Today, we take an important step toward a governance architecture with standards of independence and disclosure that are comparable to or stronger than those we require of our listed companies,” Mr. Reed said. “Taken together with the changes implemented in June, today’s proposals create a new structure that best serves our member-owners, business model, and most importantly, the investing public.”
The Exchange’s proposal would establish an independent board of directors with full fiduciary responsibility who will supervise regulation, governance, compensation and internal controls. The board of directors would appoint a board of executives composed of constituent representatives who will meet regularly and discuss NYSE marketplace operations, membership issues, listed-company issues and public issues relating to market structure and performance. The board of directors would appoint a Chief Regulatory Officer who would report to the board’s Regulatory Oversight Committee, not the Exchange’s CEO.
In the attached letter to members, Mr. Reed also asked for “fast track” authority to implement the changes to the NYSE’s constitution (subject to SEC approval), and proposed the following candidates for election to the reconstituted board: Madeleine K. Albright, Herbert M. Allison, Jr., D. Euan Baird, Marshall N. Carter, Shirley Ann Jackson, James S. McDonald, Robert B. Shapiro and Sir Dennis Weatherstone. If elected, these members will serve until June 2004. After that, the entire board will stand for election each June.