"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.
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.NASDAQnews.com.
