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Libraries:  
FAQs - Listings
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Filters:  
Board Diversity Disclosure; Diverse Director Objective,Foreign Companies,General,Matrix Instructions,New Company Listings
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Identification Number
1821
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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
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Identification Number:
1821
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Identification Number
1802
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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
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Identification Number:
1802
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Identification Number
1776
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Directors who self-identify as biracial or multi‑ethnic are counted as diverse under Nasdaq’s Board Diversity Rule.
Publication Date*:
8/6/2021
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Identification Number:
1776
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Identification Number
1745
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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
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Identification Number:
1745
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Identification Number
1757
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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
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Identification Number:
1757
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Identification Number
1759
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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
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Identification Number:
1759
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Identification Number
1761
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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
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Identification Number:
1761
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Identification Number
1778
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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
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Identification Number:
1778
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Identification Number
1786
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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
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Identification Number:
1786
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Identification Number
1829
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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
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Identification Number:
1829
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Identification Number
1756
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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
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Identification Number:
1756
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Identification Number
1752
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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
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Identification Number:
1752
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Identification Number
1801
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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
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Identification Number:
1801
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