This Note discusses the corporate governance standards relating specifically to the audit committee of the board of directors established by the SEC, the NYSE and Nasdaq. In particular, this Note describes the audit committee requirements imposed by the Sarbanes-Oxley Act of 2002, including independence, responsibility for the auditors, setting up complaint procedures, authority to retain advisors and the need for adequate funding, and disclosure of audit committee information under the securities laws. This Note also reviews listing standards of the NYSE and Nasdaq relating to the audit committee, including compliance with SEC rules, committee membership and independence, and the need for a written audit committee charter. This Note compares these requirements and discusses preparation of the committee charter.