NYSE rules

Listed companies must have a majority of independent directors
Listed companies must have a nominating/corporate governance committee composed entirely of independent directors.
Listed companies must have a compensation committee composed entirely of independent directors.
Listed companies must have an audit committee with a minimum of three members and must be independent.
Non-management directors must meet at regularly scheduled executive sessions without management.
Listed companies must require shareholder approval for equity compensation plans, subject to limited exemptions.
Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.