New York (Dec. 19, 2003) — On the heels of the approval of sweeping reforms to its governance structure, the New York Stock Exchange appointed Goldman Sachs president and chief operating officer John A. Thain as chief executive officer and a member of its board.

Thain, 48, assumes the post Jan. 15, replacing John S. Reed, who has served as interim chairman and CEO since Sept. 30. Reed will stay on as interim chairman until a new one is appointed. Thain has been president and chief operating officer of Goldman Sachs Group Inc. since July. He served as president and co-chief operating officer from May 1999 to June 2003, and has been a director at the firm since 1998. He previously served as president and co-COO of The Goldman Sachs Group L.P. and as chief financial officer and head of operations, technology and finance, as well as co-CEO for European operations.

On Wednesday, the Securities and Exchange Commission approved a number of changes to the NYSE governance structure proposed last month by Reed. The plan trims the exchange’s board to six to 12 members plus the chairman and chief executive, down from 24 to 27 members. Board members (except the CEO) are required to be independent of management, the members, and issuers.

It also creates a constituent board of executives consisting of the chairman and the CEO and at least 20 but no more than 25 members, including representatives from member firms, institutional investors, and listed companies. The body will meet at least six times a year to discuss exchange performance, membership issues, listed-company issues and public issues relating to market structure and performance. It will also meet with the board of directors in joint session, will provide the board reports of deliberations, and serve on some joint committees with members of the board of directors. Members will be appointed annually in June.

The NYSE also will establish an autonomous regulatory office, including a Chief Regulatory Officer appointed by the board to oversee the NYSE's regulatory function. The CRO will report to an independent board committee that will exercise control over the NYSE's regulatory plan, budget and staffing, and recommend the compensation of senior regulatory employees. The exchange will create four standing committees of independent directors to oversee nominating and governance, human resources and compensation, audit, and regulatory oversight and regulatory budget.


— WebCPA staff

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