As a result of the Penn Central Railroad affair, the SEC took the position that:

a. Only those board directors personally involved in wrongdoing would be held liable.

b. Board directors should take over active administration of financial operations.

c. Audit committees should meet at least annually with the external auditors.

d. Internal auditors should have uninhibited access to the audit committee.

e. Any director who is in a position to know what wrongdoing was going on and to do something about it would be held liable.