|
|
Timeframe
|
|
|
Category
|
|
|
Sub-Category
|
|
|
** To make multiple selections, select the first criterion and then press and hold
the Ctrl Key **
|
|
|
1- 50 of 54
Search Results for:
|
Ordering of Search Results
When searching across multiple libraries:
FAQs will appear in alphabetical order by category and sub-category
Listing Council Decisions will appear in reverse chronological order by year.
Staff Interpretations will appear in reverse chronological order by year
When searching using keywords:
Results are returned in order of term frequency (i.e., the number of times the keywords appear in the material).
|
Libraries:  
FAQs - Listings
|
Filters:  
Board Diversity Disclosure; All
|
|
|
|
Identification Number
1816
|
|
No. The definition of “foreign issuer” in the rule relates to whether the company has its principal executive offices located outside of the United States or is incorporated/organized under the laws of any foreign country, pursuant to Rule 3b-4 of the Act, and it is not based on the types of filings the company makes with the SEC.
Publication Date*:
3/10/2022
|
|
|
Identification Number:
1816
|
|
|
|
Identification Number
1817
|
|
No. All foreign issuers are treated the same under the rule, regardless of the location of the company’s country of incorporation and/or principal executive offices.
Publication Date*:
3/10/2022
|
|
|
Identification Number:
1817
|
|
|
|
Identification Number
1818
|
|
Companies that believe the disclosures required on the board diversity matrix are prohibited under home country law must still submit the matrix. However, such companies should indicate “Yes” on the matrix where asked, “Disclosure Prohibited under Home Country Law.” Nasdaq is relying on the representation by the company and will not require the company to also submit any legal analysis supporting its conclusion.
Publication Date*:
3/10/2022
|
|
|
Identification Number:
1818
|
|
|
|
Identification Number
1821
|
|
Directors self-identify as diverse, and such self-identifications are to be reflected on the board diversity matrix (unless the disclosure is prohibited by home country law). Nasdaq is relying on the self-identification of directors in determining whether directors are diverse. Diverse means an individual who self-identifies as one or more of the following: Female, LGBTQ+, or an underrepresented individual based on national, racial, ethnic, indigenous, cultural, religious or linguistic identity in the country of the Company’s principal executive offices (as reported on the Company’s Form F-1, 10-K, 20-F or 40-F).
Publication Date*:
3/10/2022
|
|
|
Identification Number:
1821
|
|
|
|
Identification Number
1829
|
|
No. Foreign issuers are required to comply with Nasdaq's Board Diversity Rule. However, they have some additional flexibility in that foreign Issuers may satisfy the minimum diversity objective by including two female directors, or by including a female director and an individual who self-identifies as LGBTQ+ or an underrepresented individual based on national, racial, ethnic, indigenous, cultural, religious or linguistic identity in the country where the Foreign Issuer's principal executive offices are located. Foreign Issuers may also use an alternative Board Diversity Matrix template found here to annually disclose board-level diversity statistics.
Publication Date*:
4/27/2022
|
|
|
Identification Number:
1829
|
|
|
|
Identification Number
1797
|
|
A Company must have one diverse director, or explain its reasons for not doing so, by December 31, 2023. Such disclosure can be provided in the Company’s proxy statement or on the Company’s website.
Should your company choose to make this disclosure on its website, then the company must also notify Nasdaq by either sending an email to drivingdiversity@nasdaq.com with a URL link to the disclosure or by completing Section 10 (Board Diversity Disclosure) of the Company Event Form, which is available from the Listing Center.
Companies that choose to include the Board Diversity Matrix in their proxy statement or information statement do not need to submit the Company Event Form.
Publication Date*:
1/16/2023
|
|
|
Identification Number:
1797
|
|
|
|
Identification Number
1814
|
|
The reference to “home country law” in the board diversity matrix is a reference to the jurisdiction in which the company is legally organized, consistent with the definition of the company’s “home country” as described in IM-5615-3. By contrast, the reference to “home country jurisdiction” in the board diversity matrix is a reference to the location of the principal executive offices, pursuant to the definition of an underrepresented individual in Rule 5605(f)(2)(B)(ii). Therefore, if a company is incorporated and headquartered in two different places, then the company must ensure that it is applying the correct definition to its matrix response.
Publication Date*:
2/4/2022
|
|
|
Identification Number:
1814
|
|
|
|
Identification Number
1756
|
|
For companies incorporated in the U.S., "Underrepresented Minority" means an individual who self-identifies as one or more of the following: Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or Two or More Races or Ethnicities.
“Two or More Races or Ethnicities” means a person who identifies with more than one of the following categories: White (not of Hispanic or Latinx origin), Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander.
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1756
|
|
|
|
Identification Number
1757
|
|
For a Foreign Issuer, an "underrepresented individual" is defined as a person who self-identifies as an underrepresented individual based on national, racial, ethnic, indigenous, cultural, religious or linguistic identity in the country where the Foreign Issuer’s principal executive offices are located.
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1757
|
|
|
|
Identification Number
1758
|
|
“Smaller Reporting Company” has the definition set forth in Rule 12b-2 under the Act. Under 12b-2 of the Act, a Smaller Reporting Company “means an issuer that is not an investment company, an asset-backed issuer (as defined in § 229.1101 of this chapter), or a majority-owned subsidiary of a parent that is not a smaller reporting company and that: (1) Had a public float of less than $250 million; or (2) Had annual revenues of less than $100 million and either: (i) No public float; or (ii) A public float of less than $700 million.”
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1758
|
|
|
|
Identification Number
1759
|
|
Smaller Reporting Companies may satisfy the minimum diversity objective if they have two female directors, or if they have one female director and one individual who self-identifies as LGBTQ+ or an Underrepresented Minority.
Publication Date*:
1/16/2023
|
|
|
Identification Number:
1759
|
|
|
|
Identification Number
1760
|
|
Nasdaq defines a Foreign Issuer as (a) a Foreign Private Issuer (as defined in Rule 5005(a)(19)) or (b) a company that (i) is considered a "foreign issuer" under Rule 3b-4(b) under the Act and (ii) has its principal executive offices located outside of the United States. This includes all Foreign Private Issuers and any foreign issuers that are not Foreign Private Issuers so long as their principal executive offices are also located outside of the United States.
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1760
|
|
|
|
Identification Number
1761
|
|
Foreign Issuers may satisfy the minimum diversity objective by including two female directors, or by including a female director and an individual who self-identifies as LGBTQ+ or an underrepresented individual based on national, racial, ethnic, indigenous, cultural, religious or linguistic identity in the country where the Foreign Issuer’s principal executive offices are located. Foreign Issuers may also elect to satisfy the board composition disclosure requirement through an alternative disclosure matrix template. View examples of acceptable (i.e., same or substantially similar) and unacceptable (i.e., substantially different) disclosures here.
Publication Date*:
1/13/2023
|
|
|
Identification Number:
1761
|
|
|
|
Identification Number
1762
|
|
SPACs listed under IM-5101-2 are exempt from Nasdaq’s Board Diversity Rule until they de-SPAC. They are not required to provide board diversity disclosure information or to have, or disclose that they do not have, any minimum number of diverse directors until their business combination. Following the business combination, such companies have one year to publicly disclose board-level statistics. Companies must meet, or explain why they do not meet, the diverse director objective by the phase-in periods described in Rule 5605(f)(5).
Publication Date*:
1/16/2023
|
|
|
Identification Number:
1762
|
|
|
|
Identification Number
1763
|
|
Yes. The Board Diversity Rule exempts non-operating companies. Consistent with Nasdaq’s corporate governance rules the following types of companies are exempt:
- acquisition companies listed under IM-5101-2;
- asset-backed issuers and other passive issuers. Note while closed end funds are exempt from the rule, business development companies are not (as set forth in Rule IM-5615-4);
- cooperatives (as set forth in Rule 5615(a)(2));
- limited partnerships (as set forth in Rule 5615(a)(4));
- management investment companies (as set forth in Rule 5615(a)(5));
- issuers of only non- voting preferred securities, debt securities and Derivative Securities (as set forth in Rule 5615(a)(6)); and
- issuers of securities listed under the Rule 5700 Series, including exchange traded products.
Publication Date*:
8/18/2021
|
|
|
Identification Number:
1763
|
|
|
|
Identification Number
1764
|
|
Exempt Companies include acquisition companies listed under IM-5101-2; asset-backed issuers and other passive issuers (as set forth in Rule 5615(a)(1)); cooperatives (as set forth in Rule 5615(a)(2)); limited partnerships (as set forth in Rule 5615(a)(4)); management investment companies (as set forth in Rule 5615(a)(5)); issuers of non- voting preferred securities, debt securities and Derivative Securities (as set forth in Rule 5615(a)(6)) that do not have equity securities listed on Nasdaq; and issuers of securities listed under the Rule 5700 Series. These companies are exempt from the Diversity Objective contained in Rule 5605(f) and the Board Diversity Disclosure contained in Rule 5606.
Any company that ceases to be an Exempt Company will have until the later of: (i) one year from the date that the company no longer qualifies as an Exempt Company, or (ii) the date the company files its proxy statement or its information statement (or, if the company does not file a proxy, in its Form 10-K or 20-F) for the company’s first annual meeting of shareholders subsequent to such event to satisfy the requirements of Rule 5605(f).
Publication Date*:
1/16/2023
|
|
|
Identification Number:
1764
|
|
|
|
Identification Number
1765
|
|
If a company has not been able to add the minimum number of diverse directors by the applicable deadlines, the company can satisfy the diversity objectives of the Rule by providing an explanation, following the specific disclosure instructions set forth in Rule 5605(f)(3).
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1765
|
|
|
|
Identification Number
1766
|
|
If a company (i) does not meet the diversity objectives set forth under Rule 5605(f)(2) and also does not provide an explanation as set forth in Rule 5605(f)(3) (and is not otherwise subject to a grace period), then Nasdaq’s Listing Qualifications Department would promptly notify the company that it has until the later of its next annual shareholders meeting or 180 days from the event that caused the deficiency to cure the deficiency. The company can cure the deficiency either by meeting the applicable minimum diversity objectives of Rule 5605(f)(2) or providing an explanation as set forth in Rule 5605(f)(3). If a company does not regain compliance within the applicable cure period, the Listings Qualifications Department would issue a Staff Delisting Determination Letter. A company that receives a Staff Delisting Determination can appeal the determination to the Hearings Panel through the process set forth in Rule 5815.
If a company does not disclose board diversity matrix as set forth in Rule 5606, Nasdaq will notify the company that it is not in compliance with a listing requirement, and the company will be allowed 45 calendar days to submit a plan sufficient to satisfy Nasdaq staff that the company has adopted processes and procedures designed to identify and disclose the information required under Rule 5606 in the future. If the company does not do so, it would be issued a Staff Delisting Determination, which the company could appeal to a Hearings Panel pursuant to Rule 5815.
Publication Date*:
8/18/2021
|
|
|
Identification Number:
1766
|
|
|
|
Identification Number
1745
|
|
The Board Diversity Rule requires all companies listed on Nasdaq’s U.S. exchange to publicly disclose board-level diversity statistics using a standardized disclosure matrix template. Additionally, the Board Diversity Rule requires most Nasdaq-listed companies to either (i) have at least two diverse directors, including one who self-identifies as female and one who self-identifies as either an Underrepresented Minority or LGBTQ+ or (ii) explain why they do not have two diverse directors. There is a transition period before this rule fully takes effect. Foreign Issuers (as defined under Rule 5605(f)(1)) or Foreign Private Issuers and smaller reporting companies have additional flexibility in satisfying the minimum diversity objective with two female directors, and companies with boards of five or less members can satisfy it with one diverse director. In addition, a phase-in period is available to newly listing companies.
View instructions for completing Nasdaq’s disclosure matrix template here. Examples of acceptable and unacceptable disclosures are provided here.
Publication Date*:
1/16/2023
|
|
|
Identification Number:
1745
|
|
|
|
Identification Number
1748
|
|
Nasdaq-listed
companies have a transition period to achieve compliance. Transition periods vary based on a company’s listing date and market tier, as described in the chart below.*
|
For Companies Listed on Nasdaq
prior to August 6, 2021
|
For Companies Listing on Nasdaq
on or after August 6, 2021
|
|
Board Diversity Matrix
|
One Diverse Director
or Provide Explanation
|
Two Diverse Directors
or Provide Explanation
|
Board Diversity Matrix
|
One Diverse Director
or Provide Explanation
|
Two Diverse Directors
or Provide Explanation
|
Nasdaq Global Select or Global Market
|
Annually by
December 31
|
December 31,
2023
|
December 31, 2025
|
Initial Matrix: One Year From Date of Listing
Subsequent Matrix: Annually by December 31
|
December 31, 2023
or one year from date of listing, whichever is later
|
December 31, 2025
or two years from date of listing, whichever is later
|
Nasdaq Capital Market
|
December 31, 2026
|
No specific milestone
|
December 31, 2026
or two years from date of listing, whichever is later
|
Boards with 5 or fewer directors**
|
N/A
|
December 31, 2023
or two years from date of listing, whichever is later
|
N/A
|
* Reflects amendment filed in December 2022.
** Companies with 5 or fewer directors that listed on the Nasdaq Capital Market on or after August 6, 2021 have until December 31, 2026 or two years from date of listing, whichever is later, to meet the Diverse Director Objective or provide an explanation.
Publication Date*:
2/28/2023
|
|
|
Identification Number:
1748
|
|
|
|
Identification Number
1750
|
|
Nasdaq is providing resources to help our listed companies and their advisors understand and achieve compliance with the Board Diversity Rule.
Nasdaq recognizes that companies want to leverage their own network to create a candidate pipeline, while also tapping into a broader community of candidates outside their immediate network through a cost effective, transparent process. Therefore, Nasdaq-listed companies have access to a variety of free or discounted board recruiting services. We realize one size doesn’t fit all so we are building relationships with a growing number of collaborative partners. To date, Nasdaq has established partnerships with the following organizations to aid Nasdaq-listed companies that have not yet met the diversity objectives and would like assistance doing so:
- African American Board Leadership Institute
- Athena Alliance
- Bank on Women
- theBoardlist
- BoardReady
- Corporate Board Member
- Equilar
- Extraordinary Women on Boards
- Heidrick & Struggles
- Him for Her
- Latino Corporate Directors Association
- Take Your Seat
We also developed a board diversity tool kit to help companies determine which partner is right fit for their business. The services are complimentary or offered at a discount and it is not mandatory that any company use them. To learn more, visit our Board Recruitment and Composition Planning page or contact us at DL-NasdaqBoardDiversity@nasdaq.com.
Publication Date*:
1/16/2023
|
|
|
Identification Number:
1750
|
|
|
|
Identification Number
1768
|
|
Directors may choose to opt out rather than reveal their diversity characteristics to the company. In that case, the company would identify these directors in the “Did Not Disclose” category in the board diversity matrix. If a company is unable to meet the applicable diversity objectives as a result, the company may provide an alternative public disclosure under Rule 5605(f)(3) explaining that the company has directors who do not wish to be identified or counted as diverse in order to satisfy the Rule.
Publication Date*:
8/24/2021
|
|
|
Identification Number:
1768
|
|
|
|
Identification Number
1769
|
|
Nasdaq’s Board Diversity Rule does not limit board size. A company has flexibility to meet the diversity objectives in the manner it sees fit, including by adding an additional board seat or by replacing a current director.
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1769
|
|
|
|
Identification Number
1770
|
|
No. Rule 5605(f) excludes emeritus directors, retired directors and members of an advisory board. The diversity requirements of the Rule are only satisfied by diverse directors actually sitting on the board of directors of the company.
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1770
|
|
|
|
Identification Number
1771
|
|
Nasdaq does not assess the substance of the company’s explanation, but verifies that the company has provided one. Nasdaq believes these disclosures provide stakeholders with a better understanding of the company’s current board composition and its philosophy regarding diversity.
The following are examples of such disclosures:
- If a company is listed on Nasdaq Global Select or Global Market but believes that it is similarly situated to companies listed on Nasdaq Capital Market in terms of its annual revenues and public float, it may explain that for these reasons it therefore has chosen to meet the objectives of Rule 5605(f)(2)(C) applicable to companies listed on the Nasdaq Capital Market in lieu of Rule 5605(f)(2)(A).
- A U.S. company may disclose that it chooses to define diversity more broadly than Nasdaq’s definition by considering national origin, veteran status or individuals with disabilities when identifying nominees for director because it believes such diversity brings a wide range of perspectives and experiences to the board.
- If under Israeli law regarding board diversity, an Israeli company is required only to have a minimum of one woman on the board and such Israeli company chooses to comply with Israeli home country law in lieu of meeting the diversity objectives of Rule 5605(f)(2)(B), it may choose to disclose that “the Company is incorporated in Israel and required by Israeli law to have a minimum of one woman on the board, and satisfies home country requirements in lieu of Nasdaq Rule 5605(f)(2)(B), which requires each Foreign Issuer to have at least two diverse directors.”
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1771
|
|
|
|
Identification Number
1775
|
|
Nasdaq’s Board Diversity Rule disclosure requirement is limited to the board of directors of the company.
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1775
|
|
|
|
Identification Number
1776
|
|
Directors who self-identify as biracial or multi‑ethnic are counted as diverse under Nasdaq’s Board Diversity Rule.
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1776
|
|
|
|
Identification Number
1777
|
|
While Nasdaq’s definition of a “diverse” director substantially aligns with California’s, there are some key differences. These are highlighted here.
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1777
|
|
|
|
Identification Number
1778
|
|
Yes. Disclosure by a director is voluntary and directors are not required to self-identify with respect to gender, race, ethnicity and/or LGBTQ+. The rule’s standardized disclosure matrix template reflects aggregated information and allows for a company to indicate that certain information was not disclosed.
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1778
|
|
|
|
Identification Number
1782
|
|
While Nasdaq’s disclosure requirements align in several ways with the Meeks bill, there are some key differences. These are highlighted here.
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1782
|
|
|
|
Identification Number
1783
|
|
A company that met the diversity objectives of Rule 5605(f)(2) but no longer meets the diversity objectives due to a vacancy on its board of directors (for example if a diverse director falls ill or resigns), has a grace period to regain compliance until the later of: (i) one year from the date of vacancy; or (ii) December 31 in the calendar year following the year of the date of vacancy, whichever is longer, to satisfy Rule 5605(f)(2) or (3). In lieu of providing the explanation required by Rule 5605(f)(3), a company relying on the grace period may publicly disclose that it is relying on the grace period provided by Rule 5605(f)(6)(B). Such disclosure must be provided in any proxy statement or information statement (or, if the company does not file a proxy, in its Form 10-K or 20-F) or on the company’s website.
If the company provides such disclosure on its website, then the company must also notify Nasdaq either by sending an email to drivingdiversity@nasdaq.com with a URL link to the disclosure or by completing Section 10 (Board Diversity Disclosure) of the Company Event Form, which is available from the Listing Center.
Companies that choose to include the Board Diversity Matrix in their proxy statement or information statement do not need to submit the Company Event Form.
Publication Date*:
1/16/2023
|
|
|
Identification Number:
1783
|
|
|
|
Identification Number
1784
|
|
Yes. Both of these disclosures must be provided in the same manner and at the same time.
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1784
|
|
|
|
Identification Number
1785
|
|
No. However, a company in this situation that does not meet the applicable timeline could provide an explanation, such as the below example, as to why it does not:
“While the Company is listed on Nasdaq Global Market, the Company believes that it is similarly situated to companies listed on Nasdaq Capital Market in terms of its annual revenues and public float, and therefore has chosen to meet the objectives of Rule 5605(f)(2)(C) in lieu of Rule 5605(f)(2)(A). The company has met these objectives by having at least two diverse directors on the board within the timeframe provided under Rule 5605(f)(7) applicable to Nasdaq Capital Market-listed companies.”
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1785
|
|
|
|
Identification Number
1786
|
|
No. Disclosure by a director is voluntary and directors are not required to self-identify with respect to gender, race, ethnicity and/or LGBTQ+. The Rule’s standardized disclosure matrix template allows for a company to indicate that the diversity information was not disclosed. A company that indicates in the matrix that its directors’ diversity characteristics are not disclosed would be compliant with the Rule’s requirement that listed companies publicly disclose board-level diversity statistics.
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1786
|
|
|
|
Identification Number
1787
|
|
Under Nasdaq’s Board Diversity Rule, a company with a board of directors of five or fewer members must have, or explain why it does not have, at least one member of its board of directors who is diverse. However, such companies are not automatically subject to a higher threshold by virtue of adding a diverse director that expands their board beyond five members. Specifically, if a company had a five-member board before it was subject to Rule 5605(f), and then the company adds a diverse board member once it becomes subject to Rule 5605(f), this company is still subject to the lower one-diverse board member objective despite the fact that it now has a six person board. However, the rule makes clear that a company would become subject to the two-diverse board member objective if it subsequently expands its board, or if it already had one diverse board member at the time it added the sixth board member.
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1787
|
|
|
|
Identification Number
1795
|
|
Yes. Under Nasdaq’s Board Diversity Rule, a company with a board of directors of five or fewer members, even if the company is otherwise a Foreign Issuer (as defined under Rule 5605(f)(1)) or a Foreign Private Issuer or a Smaller Reporting Company, must have, or explain why it does not have, at least one member of its board of directors who is diverse.
Publication Date*:
1/13/2023
|
|
|
Identification Number:
1795
|
|
|
|
Identification Number
1754
|
|
Nasdaq considered a number of factors before deciding on its terminology and definition of a Diverse director. These included the board diversity laws in effect or being proposed by various states, definitions and terminology used in the EEO-1 Report and discussions with numerous business leaders and governance organizations.
Publication Date*:
11/4/2021
|
|
|
Identification Number:
1754
|
|
|
|
Identification Number
1773
|
|
Yes, a company that is considered a SRC under Rule 12b-2 under the Exchange Act is treated as a SRC under Nasdaq’s Board Diversity Rule, whether or not it applies the scaled disclosure requirements available to SRCs.
Under 12b-2 of the Exchange Act, a company may qualify as a SRC if it has: (1) public float of less than $250 million; or (2) annual revenues of less than $100 million and either: (i) no public float; or (ii) public float of less than $700 million.
Publication Date*:
8/6/2021
|
|
|
Identification Number:
1773
|
|
|
|
Identification Number
1799
|
|
No. The Rule makes no distinction between independent and non-independent directors.
Publication Date*:
8/18/2021
|
|
|
Identification Number:
1799
|
|
|
|
Identification Number
1800
|
|
Yes. Companies with smaller boards can meet the diverse director objective by having a male director who identifies as either an underrepresented minority or LGBTQ+ or a female director on their board.
Publication Date*:
8/18/2021
|
|
|
Identification Number:
1800
|
|
|
|
Identification Number
1801
|
|
The following companies may satisfy the diverse director objective with two female directors:
- Foreign Issuers (as defined under Rule 5605(f)(1)) or Foreign Private Issuers;
- Smaller Reporting Companies (as set forth in Rule 12b-2 under the Act); and
- Companies that have two directors who self-identify as female where one of the females also identifies as either an underrepresented minority or LGBTQ+.
Publication Date*:
1/13/2023
|
|
|
Identification Number:
1801
|
|
|
|
Identification Number
1802
|
|
No. A company cannot double count the same director in more than one diverse category. For example, if a company has one director who self identifies as female and Asian, and no other director self-identifies as female or in any of the other diverse categories, then that company would not satisfy both diversity objectives.
Publication Date*:
8/18/2021
|
|
|
Identification Number:
1802
|
|
|
|
Identification Number
1803
|
|
Directors and nominees are typically required to complete a directors’ and officers’ (D&O) questionnaire and attest to the accuracy of their responses. A company would then use the director’s information provided in the D&O questionnaire to ensure that the company has accurately disclosed information in its SEC filings. Companies may want to consider including voluntary board diversity questions in their annual D&O questionnaire. Sample diversity questions a company may want to consider including in their D&O questionnaire are available here.
Directors may choose to opt out rather than reveal their diversity characteristics to the company. In that case, the company would identify these directors in the “Did Not Disclose” category in the board diversity matrix. If a company is unable to meet the applicable diversity objectives as a result, the company may provide an alternative public disclosure under Rule 5605(f)(3) explaining that the company has directors who do not wish to be identified or counted as diverse in order to satisfy the Rule. Please see FAQs 1768 and 1778.
Publication Date*:
1/16/2023
|
|
|
Identification Number:
1803
|
|
|
|
Identification Number
1755
|
|
Companies that choose to disclose the Board Diversity Matrix only on their website must also notify Nasdaq either by sending an email to drivingdiversity@nasdaq.com with a URL link to the disclosure or by completing Section 10 (Board Diversity Disclosure) of the Company Event Form, which is available from the Listing Center.
Companies that choose to include the Board Diversity Matrix in their proxy statement or information statement do not need to submit the Company Event Form.
Publication Date*:
1/16/2023
|
|
|
Identification Number:
1755
|
|
|
|
Identification Number
1796
|
|
Newly listed operating companies have one year from the date of listing to publicly disclose board diversity statistics using the Board Diversity Matrix template found here, or a format substantially similar.
Should your company choose to provide the Board Diversity Matrix on its website, the company must also notify Nasdaq either by sending an email to drivingdiversity@nasdaq.com with a URL link to the disclosure or by completing Section 10 (Board Diversity Disclosure) of the Company Event Form, which is available from the Listing Center.
Companies that choose to include the Board Diversity Matrix in their proxy statement or information statement do not need to submit the Company Event Form.
Publication Date*:
1/16/2023
|
|
|
Identification Number:
1796
|
|
|
|
Identification Number
1751
|
|
Instructions for completing the board diversity matrix and sample templates can be found here. Examples of acceptable and unacceptable disclosures are provided here.
Publication Date*:
8/18/2021
|
|
|
Identification Number:
1751
|
|
|
|
Identification Number
1752
|
|
Companies are required to annually disclose director self-identified board-level diversity data using the Board Diversity Matrix template found here, or a format substantially similar. Each company is required to provide this disclosure in advance of the company’s next annual meeting of shareholders in any proxy statement or information statement (or, if the company does not file a proxy, in its Form 10-K or 20-F) or on the company’s website by December 31 annually.
If a company elects to provide such disclosure on its website, then the company must also notify Nasdaq either by sending an email to drivingdiversity@nasdaq.com with a URL link to the disclosure or by completing Section 10 (Board Diversity Disclosure) of the Company Event Form, which is available from the Listing Center.
Publication Date*:
1/16/2023
|
|
|
Identification Number:
1752
|
|
|
|
Identification Number
1753
|
|
The first year a company is required to disclose board diversity statistics, the company is required to publish board diversity statistics for the current year only. Each subsequent year, the company is required to publish its data for the current year and prior year. If the immediately prior year data is publicly disclosed elsewhere (i.e., a proxy statement, information statement or company website), then the company can choose to disclose the current year data only.
Publication Date*:
4/26/2022
|
|
|
Identification Number:
1753
|
|
|
|
Identification Number
1767
|
|
Identification Number
1798
|
|
Yes. A company may supplement its disclosure by providing additional information related to its directors within its board diversity matrix or in a separate table. For example, a company may choose to provide the information on a director-by-director basis or may choose to include any skills, experience and attributes of each of its directors that are relevant to the company. However, a company may not substantially alter the matrix.
Please refer to the board diversity matrix examples provided here.
To the extent a company elects to provide supplemental information in any year, it is not required to continue to provide the same disclosure in disclosures in subsequent years.
Publication Date*:
2/18/2022
|
|
|
Identification Number:
1798
|
|
|
|
|