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Frequently Asked Questions
  If a company ceases to be a Controlled Company, when must it comply with the corporate governance requirements?
Identification Number 112
If a company ceases to be a Controlled Company, it is permitted to phase in its compliance with the independent committee requirements set forth in Listing Rule 5605(d) and (e) as follows: (1) one independent member at the time it ceases to be a controlled company; (2) a majority of independent members within 90 days; and (3) all independent members within one year of the time it ceases to be a controlled company. Furthermore, the company must comply with the majority independent board requirement in Listing Rule 5605(b) within twelve months of the date it ceases to be a controlled company. If a company previously indicated on its corporate governance certification that it was not subject to a requirement because it was a controlled company, that company must submit a new corporate governance certification form, which is accessible through the Company Event Notification Form in the Listing Center, if it ceases to be a controlled company.
 
A company that has ceased to be a Controlled Company must comply with the audit committee requirements of Listing Rule 5605(c) as of the date it ceased to be a Controlled Company. Furthermore, the executive sessions requirement of Listing Rule 5605(b)(2) applies to Controlled Companies as of the date of listing and continues to apply after it ceases to be controlled.
 
 
Publication Date*: 7/31/2012 Mailto Link Identification Number: 112
material_search_footer*The Publication Date reflects the date of first inclusion in the Reference Library, which was launched on July 31, 2012, or a subsequent update to the material. Material may have been previously available on a different Nasdaq web site.
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