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Libraries:   Frequently Asked Questions
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Frequently Asked Questions
Are listed companies required to submit a certification of compliance with Nasdaq's corporate governance rules?  
Identification Number
400
Yes. As part of initial application process, each company completes a Corporate Governance Certification Form and submits this form along with its Listing Application. The form certifies the company's compliance with Nasdaq's requirements relating to the audit committee, the director nominating process, the determination of officer compensation, board composition, executive sessions, quorum and code of conduct. This form can be completed electronically after logging in to the Listing Center.
 
Once listed, companies do not need to submit annual certifications, but must update the form if a change in the company's status results in the prior certification no longer being accurate.  For example, if a company indicated on its certification that it was not subject to a requirement because it was a controlled company, that company must submit a new form if it ceases to be a controlled company. Similarly, a Foreign Private Issuer that relied on an exemption in its certification would have to file a new certification if the company ceased to be a Foreign Private Issuer. To submit an updated Certification Form once the Company is already listed, log in to the Listing Center and complete a Company Event Notification Form.
 
Publication Date*: 5/23/2013 Identification Number: 400 Mailto Link
Frequently Asked Questions
How do the corporate governance requirements of Listing Rule 5600 apply to Foreign Private Issuers?    
Identification Number
156
Nasdaq's corporate governance requirements generally apply to Foreign Private Issuers (as defined in Listing Rule 5005). However, Listing Rule 5615(a)(3) permits a Foreign Private Issuer to follow home country governance practices in lieu of certain Nasdaq requirements provided the company properly notifies Nasdaq and makes the required disclosure.
 
Publication Date*: 7/31/2012 Identification Number: 156 Mailto Link
Frequently Asked Questions
What notification is required to be submitted to Nasdaq when a Foreign Private Issuer relies on an exemption to the corporate governance requirements?    
Identification Number
158
A Foreign Private Issuer that elects to follow home country practice in lieu of a requirement of Listing Rule 5600 or Listing Rule 5250(d) must submit to Nasdaq a written statement from an independent counsel in its home country certifying that the company's practices are not prohibited by home country law. This letter is required only once, either at the time of initial listing, or prior to the time the company first adopts a non-conforming practice. The letter to Nasdaq does not have to be specific with regard to the particular rule for which the exemption will be utilized, however, the public disclosure required to rely on the exemption must be specific as to which rules the company does not follow.
 
Publication Date*: 7/31/2012 Identification Number: 158 Mailto Link
Frequently Asked Questions
Are Foreign Private Issuers required to comply with Nasdaq's voting rights requirements, set forth in Listing Rule 5640 and IM-5640?
Identification Number
166
In accordance with Listing Rule 5640 and IM-5640, Nasdaq will accept any action or issuance relating to the voting rights structure of a non-U.S. company that is either in compliance with the Nasdaq Stock Market's requirements for domestic companies or that is not prohibited by the company's home country law.
 
Publication Date*: 7/31/2012 Identification Number: 166 Mailto Link
Frequently Asked Questions
Are there provisions of the Listing Rules for which exceptions are not available?    
Identification Number
157
Yes. As set forth in IM-5615-3, a Foreign Private Issuer must comply with Listing Rule 5625 (Notification of Noncompliance). A Foreign Private Issuer must also have an audit committee that satisfies Listing Rule 5605(c)(3). Members of the audit committee must meet the criteria for independence referenced in Listing Rule 5605(c)(2)(A)(ii) (the criteria set forth in Rule 10A-3(b)(1) under the Act, subject to the exemptions provided in Rule 10A-3(c) under the Act). A Foreign Private Issuer must also comply with Listing Rule 5210(c) and Listing Rule 5255 (Direct Registration Program) unless prohibited from complying by a law or regulation in its home country.
 
Publication Date*: 7/31/2012 Identification Number: 157 Mailto Link
Frequently Asked Questions
What is the definition of "home country"?  
Identification Number
163
The term "home country" is defined in the General Instructions of Form 20-F. Thus, "home country" means the jurisdiction in which the company is legally organized, incorporated or established and, if different, the jurisdiction where it has its principal listing.
 
Publication Date*: 7/31/2012 Identification Number: 163 Mailto Link
Frequently Asked Questions
Can Nasdaq provide an example of the letter that should be sent to Nasdaq from the company's home country counsel?    
Identification Number
159
Yes. Here is a sample letter:
 
Dear ______:
 
We are HOME COUNTRY independent counsel to COMPANY, which is incorporated in HOME COUNTRY. Pursuant to Listing Rule 5615(a)(3), we hereby inform you that COMPANY has elected to follow HOME COUNTRY practices in lieu of the requirements of Listing Rule 5600 with the exception of those rules which are required to be followed pursuant to the provisions of Listing Rule 5615(a)(3). COMPANY's practices with regard to these requirements are not prohibited by HOME COUNTRY law.
 
As required by Listing Rule 5615(a)(3), COMPANY will disclose in its Form 20-F each requirement of Listing Rule 5600 that it does not follow and describe the home country practice followed in lieu of such requirements.
 
Sincerely,  
 
Publication Date*: 7/31/2012 Identification Number: 159 Mailto Link
Frequently Asked Questions
What disclosure is required by a Foreign Private Issuer that follows a home country practice in lieu of one or more of the Listing Rules?    
Identification Number
160
In the interest of transparency, as set forth in IM-5615-3, a Foreign Private Issuer is required to make appropriate disclosures in its annual filings with the SEC (typically Form 20-F or 40-F), and at the time of the company's original listing in the United States, if that listing is on Nasdaq, in its registration statement (typically Form F-1, 20-F, or 40-F); alternatively, a company that is not required to file an annual report on Form 20-F may provide these disclosures in English on its website in addition to, or instead of, providing these disclosures on its registration statement or annual report. The company must disclose each requirement that it does not follow and include a brief statement of the home country practice the company follows in lieu of Nasdaq's corporate governance requirements. If the disclosure is only available on the website, the annual report and registration statement should so state and provide the web address at which the information may be obtained. Companies that must file annual reports on Form 20-F are encouraged to provide these disclosures on their websites, in addition to the required Form 20-F disclosures, to provide maximum transparency about their practices.
 
Publication Date*: 7/31/2012 Identification Number: 160 Mailto Link
Frequently Asked Questions
What if a company that is relying on an exemption or is utilizing the non-conforming practices provision of Listing Rule 5615(a)(3) does not provide the required disclosure?    
Identification Number
161
A company that fails to comply with the disclosure requirement would not be in compliance with Nasdaq's listing requirements and would be subject to delisting unless the failure is promptly cured. Generally, this deficiency could be cured by making the required disclosure in an amended Form 20-F or Form 40-F (or alternatively for 40-F filers, on the company's website). Disclosure by means of a press release or Form 6-K does not satisfy this requirement.
 
Publication Date*: 7/31/2012 Identification Number: 161 Mailto Link
Frequently Asked Questions
How do the corporate governance requirements of Listing Rule 5600 apply to non-U.S. companies that are not Foreign Private Issuers?      
Identification Number
162
Non-U.S. companies that are not Foreign Private Issuers are not eligible to receive exemptions from Nasdaq's corporate governance requirements and must comply with all provisions of Listing Rule 5600.
 
Publication Date*: 7/31/2012 Identification Number: 162 Mailto Link
Frequently Asked Questions
Are the filing requirements different for a Foreign Private Issuer that does not file periodic reports on Forms 10-K and 10-Q?    
Identification Number
126
Pursuant to Listing Rule 5250(c)(2), all Foreign Private Issuers must file a Form 6-K with an interim balance sheet and income statement as of the end of its second quarter. This information, which must be presented in English but does not have to be reconciled to U.S. GAAP, must be provided not later than six months following the end of the company's second quarter.  
 
Publication Date*: 7/31/2012 Identification Number: 126 Mailto Link
Frequently Asked Questions
Are non-U.S. companies required to submit LAS Notifications?
Identification Number
397
Non-U.S. companies are required to submit LAS Notifications unless the non-U.S. company lists only ADRs or ADSs on Nasdaq.
 
Publication Date*: 7/31/2012 Identification Number: 397 Mailto Link
Frequently Asked Questions
When should a company complete a US Share Certification Form?  
Identification Number
70
A non-U.S. company with ordinary or common shares listed on the Nasdaq Global Market or Nasdaq Global Select Market should complete this form annually (in November or December). This form is used to collect the number of shares issued and outstanding in the United States, which is used to generate annual fee invoices issued to companies in January.
 
Publication Date*: 7/31/2012 Identification Number: 70 Mailto Link
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