If the disclosure is only made available on the web site, the annual report shall so state and provide the web address at which the information may be obtained. Commentary: A listed company's board may negate this presumption with respect to a director if the board determines (and no independent director dissents) that, based upon the relevant facts and circumstances, such compensatory relationship is not material. The New York Stock Exchange has long recognized the role of good corporate governance in protecting shareholder value and, in turn, the capital markets. For the following key corporate actions, however, the NYSE specifically requires shareholder approval: Shareholders must approve any new equity-based compensation plan (or arrangement), whether or not officers and directors can participate in the plan. Initial and continued listing standards, including mandated corporate governance practices; Rules requiring shareholder approval for certain corporate actions and events; Rules requiring NYSE notification regarding certain corporate actions and events; and. However, foreign private issuers are not required to present a detailed, item-by-item analysis of these differences. The NYSE has prepared summaries, set forth in Sections A, B, and C below of the most significant aspects of such statements. H��T�n!���. the board's determination that the service of an audit committee member on more than three public company audit committees does not impair the ability of the member to serve effectively on the listed company's audit committee. Being a current partner or employee of the company’s internal or outside auditor; Having an immediate family member who is a current partner of the company’s internal or outside auditor; Having an immediate family member who is a current employee of the company’s internal or outside auditor and personally works on the listed company’s audit; or. NYSE Corporate Governance Rules Under NYSE rules, foreign private issuers are subject to more limited corporate governance requirements than U.S. domestic issuers. In making its evaluation, the audit committee should take into account the opinions of management and the company's internal auditors (or other personnel responsible for the internal audit function). 0000010964 00000 n The Exchange clarified in subsection 4 of Section 303A that the selection and nomination of such directors need not be subject to the nominating committee process. The NYSE represents that it has long pioneered advances in corporate governance. (B) prepare the report required by the SEC's proxy rules to be included in the company's annual proxy statement, or, if the company does not file a proxy statement, in the company's annual report filed on Form 10-K with the SEC; (ii) the duties and responsibilities of the audit committee set out in Section 303A (7)(c) and (d); and. This disclosure requirement should inhibit casual and perhaps questionable waivers, and should help assure that, when warranted, a waiver is accompanied by appropriate controls designed to protect the company. 0000021131 00000 n The NYSE rules require that, among other things: %%EOF These companies cited the competing demands on the board's time and attention; the likelihood that the "no material relationship" requirement would unduly shrink the pool of qualified directorship candidates; and the possibility that the fact-specific inquiry required would expose directors to additional scrutiny and potential liability, which they may be unwilling to assume without additional compensation and/or protection. These rules have their genesis in the June 2002 recommendations of the NYSE's Corporate Accountability and Listing Standards Committee, and were subsequently refined to comply with the Sarbanes-Oxley Act of 2002 (S-Ox) and to generally harmonize them with Nasdaq's corporate governance requirements. Practical Tip: Be Timely – Apply for Listing of Equity Compensation Plan Shares. Procedures for Public Disclosure of Material News. (c) As required by Rule 10A-3(b)(2), (3), (4) and (5) of the Securities Exchange Act of 1934, and subject to the exemptions provided for in Rule 10A-3(c), the audit committee must: (i) directly appoint, retain, compensate, evaluate and terminate the company's independent auditors; Commentary: In connection with this requirement, the audit committee must have the sole authority to approve all audit engagement fees and terms, as well as all significant non-audit engagements with the independent auditors.
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