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Frequently Asked Questions
  Staff Interpretation Letter 2005-1  
Identification Number 856
This is in response to your letter regarding Marketplace Listing Rule 4200(a)(15)(B) and IM-4200 (collectively, the “Rule”).  You asked whether the value of health-care benefits would be included for purposes of determining whether a director has accepted payments from the company for purposes of the Rule.
According to the information you provided, the company plans to offer health-care benefits, in the form of health insurance coverage, to its non-employee directors and their families (the “Benefits”).  The directors will not have to become employees to receive the benefits, and their status as “non-employees” will not change.  You stated that the Benefits are compensation for board service.
Following our review of the information you provided and based on your representation that the Benefits are for board service only, we have determined the company’s board is not precluded from finding that non-employee directors who receive the Benefits are independent under the Rule even if the value of the Benefits exceeds $60,000.  Please note that we are not making a determination regarding the eligibility to qualify as an independent director under any other provision of Listing Rule 4200(a)(15).  In addition, pursuant to IM-4200, the company’s board has a responsibility to make an affirmative determination that no relationship exists that would impair the independence of any individuals serving as independent directors.
Publication Date*: 7/31/2012 Mailto Link Identification Number: 856
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