Board Diversity
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Frequently Asked Questions
  What types of companies are not required to have a majority independent board of directors?
Identification Number 145
The following companies are not required to have a majority independent board of directors:
    • 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 majority independent board requirement within one year of listing;
    • A Foreign Private Issuer may elect to follow its home country practice in lieu of this requirement. For additional information, see FAQs for Non-U.S. Companies; and
    • 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.  
Publication Date*: 7/31/2012 Mailto Link Identification Number: 145
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