
[Federal Register: July 29, 2010 (Volume 75, Number 145)]
[Notices]               
[Page 44829-44830]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr29jy10-91]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-62554; File No. SR-NASDAQ-2008-014]

 
Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order 
Approving a Proposed Rule Change, as Modified by Amendments No. 1 and 2 
Thereto, To Amend Certain Corporate Governance Disclosure Requirements 
for Listed Companies

July 22, 2010.
    On February 27, 2008, The NASDAQ Stock Market LLC (``Nasdaq'') 
filed with the Securities and Exchange Commission (``Commission''), 
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to 
amend certain of its rules relating to corporate governance standards 
for listed companies. The proposed rule change, as modified by 
Amendments No. 1 and 2 thereto, was published for comment in the 
Federal

[[Page 44830]]

Register on June 17, 2010.\3\ The Commission received no comments on 
the proposal.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 62285 (June 11, 
2010), 75 FR 34506.
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    The proposed rule change would remove the disclosure requirements 
that a listed company must fulfill when it relies on certain exceptions 
to Nasdaq rules concerning the composition and independence of audit, 
compensation, and nominating committees, and replace them with 
references to equivalent disclosure requirements of Regulation S-K 
under the Securities Act of 1933. The proposal also would add a 
reference to the disclosures that a listed company must make pursuant 
to Rule 10A-3 under the Act when a listed company relies on certain 
exceptions to that rule. The proposal further would allow a listed 
company the option of disclosing on or through its website, instead of 
in its annual proxy (or similar document), when it has relied on the 
exception that permits the appointment of a non-independent director to 
a company's compensation or nominating committee in exceptional and 
limited circumstances.\4\ Finally, the proposal would permit the 
disclosure of waivers of a company's code of conduct, as required by 
Nasdaq Rule 5610, to be made on or through a listed company's website 
or, in certain circumstances, through a press release.
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    \4\ In general, directors serving on the compensation and 
nominating committees of listed companies must be independent. See 
Nasdaq Rules 5605(d)(1) and (2) and 5605(e)(1) and (2). Non-
independent directors, however, are permitted under exceptional and 
limited circumstances. See Nasdaq Rules 5605(d)(3) and 5605(e)(3).
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    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder applicable to a national securities exchange \5\ and, in 
particular, the requirements of Section 6 of the Act \6\ and the rules 
and regulations thereunder. The Commission finds specifically that the 
proposed rule change is consistent with Section 6(b)(5) of the Act \7\ 
because it would remove disclosure requirements in Nasdaq's rules that 
duplicate Commission disclosure requirements and replace them with 
direct references to those Commission requirements. In addition, the 
proposed rule change would afford Nasdaq-listed companies additional 
methods to make certain disclosures required by the Exchange's rules, 
thereby easing compliance for listed companies and allowing them to 
rely on technology to provide information to investors in a timelier 
manner, consistent with the goal of investor protection.
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    \5\ In approving this proposed rule change, the Commission notes 
that it has considered the proposed rule's impact on efficiency, 
competition, and capital formation. 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78f.
    \7\ 15 U.S.C. 78f(b)(5).
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    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\8\ that the proposed rule change (SR-NASDAQ-2008-014), as modified 
by Amendments No. 1 and 2 thereto, be, and it hereby is, approved.
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    \8\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-18671 Filed 7-28-10; 8:45 am]
BILLING CODE 8010-01-P

