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Libraries:   FAQs - Listings
Filters:   Board Diversity Disclosure; Diverse Director Objective,Foreign Companies,General,Matrix Instructions,New Company Listings
 
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Frequently Asked Questions
  How is Nasdaq determining whether a director of a foreign issuer is "diverse" under the board diversity rule?
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 Mailto Link Identification Number: 1821
Frequently Asked Questions
  Can one director satisfy both diversity objectives?
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 Mailto Link Identification Number: 1802
Frequently Asked Questions
  How are biracial or multi-ethnic directors counted under Nasdaq's Board Diversity Rule?
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 Mailto Link Identification Number: 1776
Frequently Asked Questions
  How do companies comply with Nasdaq's Board Diversity Rule?
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 Mailto Link Identification Number: 1745
Frequently Asked Questions
  Who qualifies as an "underrepresented individual" for a Foreign Issuer?
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 Mailto Link Identification Number: 1757
Frequently Asked Questions
  What flexibility does Nasdaq provide for Smaller Reporting Companies in connection with the Board Diversity Rule?
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 Mailto Link Identification Number: 1759
Frequently Asked Questions
  What flexibility does Nasdaq provide to foreign companies in connection with the Board Diversity Rule?
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 Mailto Link Identification Number: 1761
Frequently Asked Questions
  Can a director choose not to self-identify with respect to gender, race, ethnicity and/or LGBTQ+?
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 Mailto Link Identification Number: 1778
Frequently Asked Questions
  Does Nasdaq's Board Diversity Rule require our Board members to disclose whether they are diverse?
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 Mailto Link Identification Number: 1786
Frequently Asked Questions
  Can foreign issuers exempt themselves from Nasdaq's Board Diversity Rule under Nasdaq Rule 5615 that exempts foreign private issuers from certain requirements of the 5600 Series of Listing Rules?
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 Mailto Link Identification Number: 1829
Frequently Asked Questions
  How does Nasdaq define "Underrepresented Minority" for companies incorporated in the U.S.?
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 Mailto Link Identification Number: 1756
Frequently Asked Questions
  How are companies required to disclose board diversity statistics?
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 Mailto Link Identification Number: 1752
Frequently Asked Questions
  Can two female directors satisfy the diverse director objective?
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 Mailto Link Identification Number: 1801
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