manattmanatt | phelps | phillipsFriends and ClientsTo:Manatt, Phelps & Phillips, LLPFrom:April 22, 2003Date:SEC Adopts Final Rules Regarding Standards for Listed Company AuditSubject:Committees in Accordance with Section 301 of the Sarbanes-Oxley Act of20021Effective April 25, 2003, the SEC issued final rules that direct the national securitiesexchanges and national securities associations (collectively, “SROs”) to prohibit the listing ofany security of an issuer that is not in compliance with the following five standards, as discussedin more detail below:• Independence. Each member of the audit committee of the issuer must be a memberof the board of directors and independent according to specified criteria.• Oversight and Selection Responsibility. The audit committee of each issuer must bedirectly responsible for the appointment, compensation, retention and oversight of thework of any registered public accounting firm engaged for the purpose of preparingor issuing an audit report or related work or performing other audit, review orattestation services for the issuer, and each such registered public accounting firmmust report directly to the audit committee.• Procedures for Handling Complaints. The audit committee must establish proceduresfor the receipt, retention and treatment of complaints regarding accounting, internalaccounting controls or auditing matters, including procedures for the confidential,anonymous submission by employees of the ...