BOARD DIVERSITY MATRIX DISCLOSURE REQUIREMENTS AND EXAMPLES . (a) A Company, as defined in Rule 5005(a)(6), and a company that has a class of securities that has been suspended or delisted from the Nasdaq Capital Market or the Nasdaq Global Market, but the suspension or delisting decision is under review pursuant to the Rule 5800 Series, may request from Nasdaq a written interpretation of the Rules contained in the Rule 5000 through 5900 Series. Companies that were listed on Nasdaq prior to August 6, 2021 will be required to disclose their diversity statistics by the later of August 8, 2022 or the date on which the company files its 2022 proxy statement. 1 . This document is designed to be a practical guide to being listed on Nasdaq, giving companies and their advisors important information about listing standards, disclosure and notification requirements and fees. The information contained in this checklist must be included in an annual report on Form 10-K if the issuer does not distribute an annual report and proxy statement to shareholders (unless otherwise indicated). . On March 30, 2022, the SEC proposed rules enhancing disclosure requirements associated with SPAC initial public offerings (IPOs) and de-SPAC merger transactions; requiring that a private operating company be a co-registrant when a SPAC files an S-4 or F-4 registration statement associated with a business . The Company, other than a Foreign Private Issuer, must comply with the disclosure requirements set forth in Item 407 (a) of Regulation S-K. A Foreign Private Issuer must disclose in its next . The new listing rules would adopt a "comply or explain" mandate for board diversity for most listed companies and require companies… Nasdaq does not require listed companies to mail proxy materials to the exchange. Board Diversity Disclosure Requirements. futures contracts on the Nasdaq Composite . Proposed Rule 5606(a) would require Nasdaq-listed companies to publicly disclose statistical information about the self‑identified gender, race, and self-identification as LGBTQ+ of the company's directors. Nasdaq Inc. is pushing to require the thousands of companies listed on its stock exchange to include women, racial minorities and LGBT individuals on their boards, in what would be one of the most . For more information about Nasdaq's new disclosure requirement . The report is also prepared in line with the disclosure requirements of the UN Global Compact. Each listing firm must adhere to U.S. Securities and Exchange Commission (SEC) Marketplace Rules for Nasdaq listings, including corporate governance rules . Under Nasdaq's Board Diversity Rule, all operating companies listed on Nasdaq's U.S. exchange would be required to publicly disclose diversity statistics regarding their board of directors using the Board Diversity Matrix template found For countries where a branch of CBL is established, CBL might, under certain . 15 U.S.C. The Nasdaq Diversity Rules have two parts. First, a Nasdaq-listed companies must disclose, in the aggregate, board-level diversity data, such as gender, ethnicity, and LGBTQ+ status, using a specific matrix developed under the rules (Diversity Disclosure Rules). 78s(b)(1). In support of the proposed new rules, Nasdaq cited studies that "found an association between diverse boards and better financial performance and corporate governance.". . On August 6, 2021, a divided Securities and Exchange Commission (the "SEC") voted to approve new listing rules submitted by The Nasdaq Stock Market LLC ("Nasdaq") to advance board diversity through a "comply or disclose" framework and enhance transparency of board diversity statistics (the "Final . The following types of companies would be exempted from the requirements of Rule 5605(f): acquisition companies listed under IM-5101-2 5; asset-backed issuers and . In addition to the disclosure requirements in Rule 5605(f) described above, new Rule 5606(a) requires Nasdaq-listed companies to publicly disclose board diversity statistics on an annual basis in . The disclosure requirements of the new rule, however, would not apply to agreements and arrangements that relate only to reimbursement of expenses incurred in connection with candidacy as a director, whether or not such reimbursement arrangement has been publicly disclosed. The aim of the proposed changes, according to the New York-based stock exchange, is to "provide stakeholders with a better understanding of . requirements of The Nasdaq Stock Market and applicable law. 1 . The Board Diversity Proposal generally requires each Nasdaq-listed company "to have, or explain why it does not have, at least two members of its board of directors who are Diverse," defined as at least one director who self-identifies as female and one . The US Securities and Exchange Commission (SEC) approved new disclosure rules on August 6 regarding board member diversity of Nasdaq-listed companies. KEY INFORMATION. The NASDAQ Stock Market currently has three tiers of listed companies: (1) The NASDAQ Global Select Market, (2) The NASDAQ Global Market and (3) The NASDAQ Capital Market. Initially introduced in 2017 as a voluntary support program for Nasdaq's . The reporting requirements for the Rule are set out in Rule 5606 and 5605(f)(3). Generally, the new rules require a Nasdaq-listed company to have or explain why it does not have, at least two diverse . . These rules will allow investors to gain a better understanding of Nasdaq-listed companies' approach to board diversity, while ensuring that . The new listing standards also will require disclosure, in an aggregated form, of information on the . Prior to the amendments being adopted today, Form 8-K required disclosure regarding nine different specified events. *Fields Marked with an Asterisk are required *Issue Symbol: . Companies that were listed on Nasdaq prior to August 6, 2021 will be required to . In early December, Nasdaq submitted a proposal to the U.S. Securities and Exchange Commission ("SEC") that, if approved, will refashion the public disclosure requirements for Nasdaq-listed companies. Stock exchange listing requirements, for example, those of the New York Stock Exchange and NASDAQ, are another source of corporate governance reporting requirements. In addition to the disclosure requirements in Rule 5605(f) described above, new Rule 5606(a) requires Nasdaq-listed companies to publicly disclose board diversity statistics on an annual basis in . 78s(b)(1). (NASDAQ: TSLA) didn't escape the selling -- indeed . Because of these differences in requirements and because Nasdaq prohibits the inclusion of supplementary information in the prescribed diversity matrix, Canadian public companies subject to Nasdaq's disclosure requirements will have to present the information required by NI 58-101 or the CBCA, as applicable, separate from the information that Nasdaq requires to be included in its prescribed . This disclosure must be provided on the . Beginning in 2022, all Nasdaq-listed companies, unless exempt as discussed below, are required to disclose two years (one year for the first disclosure) of director diversity statistics on a standardized matrix . Nasdaq is the listing venue of choice for the world's most exciting companies. Moreover, brokers and dealers that are subject to the penny stock rules are subject to additional disclosure requirements set forth . It is based on the NASDAQ ESG Reporting Guide 2.0 and Euronext Guidelines to issuers for ESG reporting. On June 17, 2002, we proposed to increase the number of events required to be disclosed on Form 8-K. 20 Form 8-K is the Exchange Act form for current reports. 12. Reminder: New NASDAQ Disclosure Notification Rules Effective September 4: 2007-005: SEC Approves NASDAQ Proposal to Change Disclosure Notification Rules: 2007-004: Annual Russell Reconstitution is Friday, June 22, 2007: 2007-003: NASDAQ Capital Market Securities receive exemption from state "blue sky" law registration requirements: 2007-002 Nasdaq believes that such disclosure will improve the quality of information available to investors who rely on this information to make informed investment and voting decisions. August 12, 2021. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129. . Companies are also required to annually disclose statistical information on board diversity using a standardized board diversity matrix. In an effort to eliminate duplicate disclosures, the Nasdaq rule change will allow companies to make a public announcement by filing a Form 8-K, where required by SEC rules, or by issuing a press release. The SEC announced in a release that these modifications to the NASDAQ rules became effective on March 15, 2010. Today, the Commission voted to approve Nasdaq's proposed rule changes requiring issuers to disclose certain information about the diversity of the company's board and to offer certain companies access to a complimentary board recruiting service. Third, this client advisory analyzes the new NYSE and NASDAQ . If a company has questions or is unable to submit the material disclosure electronically, please contact NASDAQ MarketWatch at 301.978.8500 or 800.537.3929. FORM 8.3 OPENING POSITION DISCLOSURE BYA PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORERule 8.3 of the Takeover Code (the "Code") 1.KEY INFORMATION (a)Full name of . 5610, to replace certain disclosure requirements with references to the applicable disclosure requirements of Regulation S-K, require the same disclosure as required by SEC Rules 10A-3(d)(1) and (2) and permit disclosure through a website and/or a press release to satisfy certain Nasdaq disclosure requirements. . If approved by the SEC, the new listing rules . In addition, the rules will require all companies to disclose information regarding the diversity of their boards. . (a) Full name of discloser: NATIXIS SA. Proxy Statement Disclosures. NASDAQ Listing Requirements. Rule 5606 Diversity Matrix and Alternate Disclosures. Companies should consider recent changes to proxy disclosure requirements and other disclosure trends, . Because of these differences in requirements and because Nasdaq prohibits the inclusion of supplementary information in the prescribed diversity matrix, Canadian public companies subject to Nasdaq's disclosure requirements will have to present the information required by NI 58-101 or the CBCA, as applicable, separate from the information that Nasdaq requires to be included in its prescribed . (3) Disclosure Requirements for Units. 5610, to replace certain disclosure requirements with references to the applicable disclosure requirements of Regulation S-K, require the same disclosure as required by SEC Rules 10A-3(d)(1) and (2) and permit disclosure through a website and/or a press release to satisfy certain Nasdaq disclosure requirements. The new rules will require a Nasdaq-listed company to have at least two diverse directors (including at least one woman and at least one member of an underrepresented community . 2 On October 13, 2020, Insurance Acquisition Corp. ("IAC"), an entity listed on the Nasdaq Capital Market under the trade symbol "INSU", acquired Shift Platform, Inc., formerly known as Shift Technologies, Inc. ("Legacy Shift"), by the merger of IAC Merger Sub, Inc., a direct wholly owned subsidiary of IAC, with and into Legacy Shift, with Legacy Shift continuing as the surviving . This checklist provides a summary of relevant New York Stock Exchange (NYSE) and Nasdaq Stock Exchange (Nasdaq) proxy material disclosure requirements for public companies. The report is also prepared in line with the disclosure requirements of the UN Global Compact. There is a substantial phase-in period, and the disclosure requirements can be addressed either in the Annual Report or on the issuer's website. Nasdaq Rule 5605 delineates the requirements for a Board of Directors and committees. Updated to reflect Nasdaq rules relating to board diversity, which were approved by the SEC on August 6, 2021, including related disclosure requirements. Nasdaq-listed companies should be proactive in communicating these disclosure requirements to their directors. This blog will drill down on audit committees which are part of the corporate governance requirements for listed companies. A company can satisfy the Nasdaq public disclosure requirement by posting the charters and the Code of Conduct on its website and stating in its annual report filed with the SEC that the documents are available on the website and its website address. Listing Requirements for All Companies. For California, the passage of AB 979, combined with SB 826, sets up the following requirements for California public company boards: By the end of 2021, boards with four or fewer directors must . SEC Approves New Board Diversity Disclosure Requirements for Nasdaq-Listed Companies. The approved rule change became effective on March 15, 2010 and includes the following: Going Concern Qualification. D. COVID-19 Disclosure The information contained in this checklist must be included in an annual report on Form 10-K if the issuer does not distribute an annual report and proxy statement to shareholders (unless otherwise indicated). First, this client advisory presents new disclosure requirements implemented by the SEC for Forms 10-K and proxy statements. Today, the Commission approved Nasdaq Stock Market LLC's proposed rule changes related to board diversity and disclosure. This guide has been created to offer a framework to support companies that strive to meet ESG disclosure requirements . A diverse selection of over 5,400 total listings with a market value of more than $30.5 trillion USD choose to list on Nasdaq's U.S., Nordic and Baltic . The Nasdaq rule complies with SEC Rule 10A-3 related to audit committees for companies listed on a national securities exchange. The Nasdaq Stock Market (Nasdaq) . This checklist provides a summary of relevant New York Stock Exchange (NYSE) and Nasdaq Stock Exchange (Nasdaq) proxy material disclosure requirements for public companies. SEC Approves Nasdaq's Board Diversity Listing Requirements August 10, 2021, Covington Alert On August 6, 2021, the Securities and Exchange Commission (the "SEC") approved new listing standards of the Nasdaq Stock Market LLC ("Nasdaq") regarding director diversity. The amended rules permit companies to satisfy their NASDAQ public-disclosure requirements by making the following disclosures by filing a Form 8-K where required by the SEC. Rule Changes Form 8-K. please contact NASDAQ MarketWatch at 301.978.8500 or 800.537.3929. The Rules require Nasdaq-listed companies to have or explain why they do not have at least two diverse directors. Nasdaq-listed companies should be proactive in communicating these disclosure requirements to their directors. Each Nasdaq Global Market issuer of units shall include in its prospectus or other offering document used in connection with any offering of securities that is required to be filed with the Commission under the federal securities laws and the rules and regulations promulgated thereunder a statement . Updated - On August 6, 2021, the U.S. Securities and Exchange Commission approved Nasdaq's Board Diversity Rules (the "Rules"). The Official Blog of Legal & Compliance, LLC. It is based on the NASDAQ ESG Reporting Guide 2.0 and Euronext Guidelines to issuers for ESG reporting. I. Nasdaq (Nasdaq: NDAQ) is a leading global provider of trading, clearing, exchange technology, listing, information and public company services. It will not be a violation of the final rule if a NASDAQ-listed company fails to make a particular required disclosure, as long as the company undertakes reasonable efforts to identify all relevant agreements and arrangements, including by asking each director or nominee in a manner designed to allow timely disclosure, and promptly makes any . If a company elects to satisfy the disclosure requirements of the new rule by explaining why it does not meet the applicable diversity objectives, it must specify the particular aspect of board diversity it fails to satisfy and explain the reasons why it does not have two diverse directors (or one diverse director for a company with a smaller . The new disclosure requirement applies to each Nasdaq-listed company, except that a foreign private issuer may follow its home country practice in lieu of the requirements of Nasdaq's rule if it: submits to Nasdaq "a written statement from an independent counsel in its home country certifying that the company's practices are not . Nasdaq believes that the proposed changes will avoid duplication and confusion, given that the current Nasdaq disclosure requirements are duplicative of the disclosure . Disclosure is made via the 10-K/20-F/40-F documents or in annual proxy statements as required by regulation. Companies that were listed on Nasdaq prior to August 6, 2021 will be required to disclose their diversity statistics by the later of August 8, 2022 or the date on which the company files its 2022 proxy statement. On December 1, 2020, Nasdaq announced that it filed with the U.S. Securities and Exchange Commission . Related Quotes. This information is subject to the disclosure requirements set out in section 4-2 of the Norwegian Securities Trading Act. This includes the annual report if the company has filed its Form 10-K, 20-F or 40-F on EDGAR. [1] As a result: by August 8, 2022, or the date of the company's proxy/information statement for its 2022 annual meeting (if later) , each Nasdaq listed company will need to provide statistical disclosures regarding the self-identified diversity characteristics of its board members in a prescribed board . FPIs that are listed on Nasdaq should also be considering Nasdaq's new board diversity rules, which will apply to FPIs as well as to domestic companies. The SEC on Friday approved Nasdaq's push to require race and gender disclosures in its listing rules. Nasdaq-listed companies should be proactive in communicating these disclosure requirements to their directors. Nasdaq Golden Leash Disclosure Updated to reflect the SEC's approval of new Rule 5250(b)(3), which will require NASDAQ-listed companies to disclose certain payments made by third parties to . Sustainability reporting. This governance framework establishes the practices of our Board with respect to oversight of: our corporate strategy for long-term . Nasdaq believes that the disclosure requirements in current Nasdaq Listing Rule 5615(c)(2) and Instruction 1 to Item 407(a) of Regulation S-K are substantially similar. NEW YORK, Dec. 01, 2020 (GLOBE NEWSWIRE) -- Nasdaq (Nasdaq: NDAQ) today filed a proposal with the U.S. Securities and Exchange Commission (SEC) to adopt new listing rules related to board diversity and disclosure. - Disclosure obligations of bond issuers. Proposed Nasdaq Rule Requires Public Disclosure of Board Diversity. Unlike many Nasdaq corporate governance rules, these requirements will . Source: Nasdaq "Board Diversity Matrix Disclosure Requirements and Examples," available here, which also provides additional examples of acceptable formats for disclosure.. A Nasdaq-listed company that qualifies as a Foreign Issuer may elect to use an alternative format. 21 At the time, the proposals would have increased the number of reportable events under the form to 22. Coinbase, the largest U.S. cryptocurrency exchange, said its disclosure might lead customers to believe that keeping their coins on the platform would be considered "more risky", which would in . CBL has an obligation of professional secrecy under Luxembourg law. (b) Owner or controller of interests and short positions disclosed, if different from 1 (a . On Friday, August 6, 2021, the SEC approved Nasdaq's board diversity requirements. The following information sets forth the requirements to list on the NASDAQ Capital Market, the lowest of the three NASDAQ market tiers, as well as the Corporate Governance Requirements required for such tiers. Through its diverse portfolio of solutions, Nasdaq enables customers to plan, optimize and execute their business vision with confidence, using proven technologies that provide transparency and insight . Nasdaq's new rules require most companies to tell shareholders how many of their board members are diverse in terms of race, gender, and LGBTQ+ status and, if they do not have at least two diverse directors, they must explain to shareholders . Grow, stay competitive, and thrive. On August 6, 2021, the U.S. Securities and Exchange Commission approved new listing rules regarding board diversity and disclosure, described in our prior Client Alert. SEC Proposes New SPAC Rules - Part 2. The Disclosure Requirements are CBL Governing Documents as set forth in the CBL General Terms and Conditions and are subject to CBL's General Terms and Conditions, unless otherwise specified. The first-of-its-kind proposal would require companies listed on the Nasdaq to meet certain . Like the NYSE, Nasdaq rules also require public disclosure of amendments and waivers of a . Max Chen June 17, 2021. Requirements. 2 Summary of the United States reporting requirements relating to substantial shareholdings, takeovers, sensitive industries, short-selling and issuer requests. Background. Each tier has increasingly higher listing standards, with the NASDAQ Global Select Market having the highest initial listing standards and the NASDAQ . This blog will drill down on audit committees which are part of the corporate governance requirements for listed companies. You probably remember that, late last year, Nasdaq filed with the SEC a proposal for new listing rules regarding board diversity and disclosure, accompanied by a proposal to provide free access to a board recruiting service. The House of Representatives has passed legislation to require public companies to disclose environmental, social, and governance metrics, helping shareholders to better . Nasdaq's new board diversity rules, approved by the SEC on August 6, will require listed companies to have diverse board members or explain why they do not. Nasdaq Rule 5605 delineates the requirements for a Board of Directors and committees. Rule 8.3 of the Takeover Code (the "Code") 1. Introduces governance partnership to support board composition planning and execution. Rule 5605 (b) (1) provides that " [a] majority of the board of directors must be comprised of Independent Directors as defined in Rule 5605 (a) (2). The Nasdaq rule complies with SEC Rule 10A-3 related to audit committees for companies listed on a national securities exchange. 15 U.S.C. May 05, 2009 05:32 ET | Source: NASDAQ Iceland hf. Second, it discusses new SEC rules concerning the minimum audit committee standards and a proposed rule regarding stockholder nominations of directors. Click for PDF. Second, a Nasdaq-listed company will be required to either have at least two . LAST UPDATED FEBRUARY 23, 2022 . Nasdaq Rule 5606 will become operative August 2022, and companies must comply with Nasdaq Rule 5606 by the later of (i . The new listing standards will require each Nasdaq-listed company, subject to certain exceptions, to have at least two diverse board members or explain why it does not.