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1- 7 of 7
Search Results for:
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Ordering of Search Results
When searching across multiple libraries:
FAQs will appear in alphabetical order by category and sub-category
Listing Council Decisions will appear in reverse chronological order by year.
Staff Interpretations will appear in reverse chronological order by year
When searching using keywords:
Results are returned in order of term frequency (i.e., the number of times the keywords appear in the material).
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Libraries:
FAQs - Listings
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Filters:
Board Composition/Committee Assignments; Compensation Committee
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Identification Number
1108
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The following companies are not required to comply with the compensation committee requirements under Listing Rule 5605(d):
- A controlled company is exempt from this rule, provided that the company discloses in its proxy statement that it is a controlled company and the basis for that determination;
- A company listing in connection with its initial public offering is permitted to phase in compliance with the compensation committee composition requirements within one year of listing;
- A foreign private issuer may elect to follow its home country practice in lieu of this requirement as long as it meets the disclosure requirements set forth in Listing Rule 5615(a)(3)(B);
- Management investment companies registered under the Investment Company Act of 1940, asset-backed issuers, unit investment trusts, and cooperative entities, such as agricultural cooperatives, are not subject to this rule; and
- A limited partnership is exempt from this rule.
In addition, a smaller reporting company is exempt from some, but not all, of the requirements. See Listing Rule 5605(d)(5).
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Publication Date*:
1/3/2014
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Identification Number:
1108
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Identification Number
1107
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Yes. Business development companies are required to comply with all of the provisions of the Rule 5600 Series, including the compensation committee requirements in Rule 5605(d) and IM 5605-6.
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Publication Date*:
1/3/2014
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Identification Number:
1107
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Identification Number
107
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Each company must adopt a formal written compensation committee charter specifying the content set forth in Listing Rule 5605(d)(1). The compensation committee must review and reassess the adequacy of the charter on an annual basis.
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Publication Date*:
12/4/2014
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Identification Number:
107
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Identification Number
104
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Each company must have a compensation committee consisting of at least two members. However, for a company to be eligible to appoint a non-independent director under the exceptional and limited circumstances provision of Listing Rule 5605(d)(2)(B), the compensation committee must consist of at least three directors.
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Publication Date*:
1/3/2014
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Identification Number:
104
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Identification Number
103
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No. Listing Rule 5605(d)(2) and IM-5605-6 require the company to have a compensation committee consisting of at least two members. Each committee member must be an independent director as defined under Rule 5605(a)(2). In addition, in affirmatively determining the independence of any director who will serve on the compensation committee of a board of directors, the board of directors must consider all factors specifically relevant to determining whether a director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:
(i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director; and
(ii) whether such director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.
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Publication Date*:
12/4/2014
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Identification Number:
103
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Identification Number
1041
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No. Under the requirements, each member of the committee must be an independent director unless the company appropriately utilizes the exceptional and limited circumstances exception. Accordingly, absent relying on the exception, a non-independent director cannot be a committee member regardless of voting status.
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Publication Date*:
7/31/2012
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Identification Number:
1041
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Identification Number
106
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No. A company may choose to rely on the exception without obtaining Nasdaq's approval. A company that relies on this exception must disclose either on or through the company's website or in the proxy statement for the next annual meeting subsequent to such determination (or, if the company does not file a proxy, in its Form 10-K or 20-F), the nature of the relationship and the reasons for the determination. In addition, the company must provide any disclosure required by Instruction 1 to Item 407(a) of Regulation S-K regarding its reliance on this exception. A member appointed under this exception may not serve longer than two years.
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Publication Date*:
7/31/2012
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Identification Number:
106
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