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Frequently Asked Questions
  What types of companies are not required to comply with the compensation committee requirements?
Identification Number 1108
The following companies are not required to comply with the compensation committee requirements under Listing Rule 5605(d):
  • A controlled company is exempt from this rule, provided that the company discloses in its proxy statement that it is a controlled company and the basis for that determination;
  • A company listing in connection with its initial public offering is permitted to phase in compliance with the compensation committee composition requirements within one year of listing;
  • A foreign private issuer may elect to follow its home country practice in lieu of this requirement as long as it meets the disclosure requirements set forth in Listing Rule 5615(a)(3)(B);
  • Management investment companies registered under the Investment Company Act of 1940, asset-backed issuers, unit investment trusts, and cooperative entities, such as agricultural cooperatives, are not subject to this rule; and
  • A limited partnership is exempt from this rule.
In addition, a smaller reporting company is exempt from some, but not all, of the requirements. See Listing Rule 5605(d)(5).
Publication Date*: 1/3/2014 Mailto Link Identification Number: 1108
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