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SEC Approves NASDAQ Corporate Governance Rules
New
York, NY
The Nasdaq Stock Market, Inc. ("NASDAQ;" OTCBB: NDAQ)
today announced that the Securities and Exchange Commission (SEC)
has approved new rules proposed by NASDAQâ to strengthen listing
standards.
"Adopting
significant changes that are both clear and objective is part of
NASDAQ's continuous commitment to increase confidence in the markets,"
said NASDAQ President and CEO Robert Greifeld. "In addition
to enhancing disclosure and transparency, these changes will empower
shareholders, independent directors and audit committees."
Key
changes approved by the SEC include:
-
Strengthening
the definition of who is considered an independent director;
-
Requiring
a majority of each issuer's board to be comprised of independent
directors;
-
Requiring
independent directors to approve director nominations and executive
officer compensation, either through an independent committee
or through a majority of the independent directors;
-
Requiring
independent directors to meet in executive sessions;
-
Strengthening
audit committee standards and expanding their responsibilities;
-
Requiring
the audit committee, or a comparable body, to review and approve
all related-party transactions;
-
Requiring
companies to establish a publicly available code of conduct
for all employees and directors. This code must contain the
elements necessary to meet the "code of ethics" requirements,
as defined in item 406 of SEC Regulation S-K; and
-
Requiring
non-U.S. companies listed on NASDAQ to comply with heightened
disclosure standards.
These
new rules will generally take effect with a company's first annual
meeting occurring after January 15, 2004, but no later than October
31, 2004. The code of conduct requirement will be effective beginning
May 2004. Further details about the rules are available on the Web
at: http://www.NASDAQ.com/about/Corp_Gov_Summary.pdf.
In addition, the SEC's approval order will be available at: http://www.NASDAQ.com/about/RecentRuleChanges.stm.
NASDAQ
is the world's largest electronic stock market. With approximately
3,400 companies, it lists more companies and, on average, trades
more shares per day than any other U.S. market. It is home to category-defining
companies that are leaders across all areas of business including
technology, retail, communications, financial services, media and
biotechnology. For more information about NASDAQ, visit the NASDAQ
Web site at www.NASDAQ.com
or the NASDAQ NewsroomSM at www.nasdaq.com/newsroom.
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