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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
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