Proposed NASDAQ Rule Change Broadens Limited Exception for Non-independent Director Committee Service | Practical Law

Proposed NASDAQ Rule Change Broadens Limited Exception for Non-independent Director Committee Service | Practical Law

On May 17, 2012, NASDAQ issued a proposed rule change broadening its exception permitting listed companies to allow one non-independent director to serve on an audit, compensation or nominations committee for up to two years under certain exceptional circumstances.

Proposed NASDAQ Rule Change Broadens Limited Exception for Non-independent Director Committee Service

by PLC Corporate & Securities
Published on 21 May 2012USA (National/Federal)
On May 17, 2012, NASDAQ issued a proposed rule change broadening its exception permitting listed companies to allow one non-independent director to serve on an audit, compensation or nominations committee for up to two years under certain exceptional circumstances.
On May 17, 2012, NASDAQ proposed a rule change that would broaden an existing exception to its board committee independence rules. Under exceptional and limited circumstances and with proper disclosure, this exception permits listed companies to allow one non-independent director to serve on its audit, compensation or nominations committee for up to two years. Under the amended exception, a director would not be disqualified from serving as a temporary committee member solely because a family member is a non-executive employee of the company.
The SEC has 45 days to approve, institute proceedings to disapprove of or extend the period for consideration of the rule change.
For more information on NASDAQ corporate governance standards, see Comparative Corporate Governance Standards Chart: NYSE vs. NASDAQ.