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Frequently Asked Questions
  A company's board of directors consists of a majority of independent directors. Can the whole board serve as a nominating committee?
Identification Number 149
No. Listing Rule 5605(e) requires director nomination decisions to be made by independent directors. Under the Rule, this can be done either by a majority of the independent directors in a vote in which only independent directors participate, or by a committee comprised solely of independent directors. If the company chooses to rely on a vote of a majority of the independent directors, the independent directors must meet alone to make these decisions, such as during the executive sessions of independent directors.  
Publication Date*: 7/31/2012 Mailto Link Identification Number: 149
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