Corporate Governance Certification Form - The Nasdaq Stock Market printable pdf download

The NASDAQ Stock Market

Corporate Governance Certification Form

(To be completed by a company seeking to list on The NASDAQ Stock Market)

Company Name:

Symbol:

Re:

Compliance with NASDAQ's requirements relating to Audit Committees, the

Director Nominations Process, the Compensation of Officers, Board

Composition, Executive Sessions and Code of Conduct

1. Audit Committee Com~osition

Rule 4350(d1(21(A)

I hereby certify that the Company has, and will continue t o have, an Audit Committee of at

least three members, comprised solely of directors each of whom: (1) meets NASDAQ's

definition of independence contained in Rule 4200(a)(15) (subject to the exception provided

in Rule 4350(d)(2)(B) and the cure period provided in Rule 4350(d)(4)); (2) meets the

requirements of SEC Rule 10A-3(b)(l) (subject to exceptions provided in Rule 10A-3(c) and

the cure period provided in Rule 4350(d)(4)); (3) has not participated in the preparation of

the financial statements of the Company or any current subsidiary of the Company a t any

time during the past three years; and (4) is able to read and understand fundamental

financial statements, including a company's balance sheet, income statement, and cash flow

statement, as required by Rule 4350(d)(2).

I n addition, Ihereby certify that the Company has, and will continue to have, a t least one

member of the Audit Committee who has past employment experience i n finance or

accounting, requisite professional certification in accounting, or any other comparable

experience or background which results in the individual's financial sophistication, including

being or having been a chief executive officer, chief financial officer or other senior officer

with financial oversight responsibilities.

For Initial Public Offerings Only: Check here if the Company is utilizing the phase-in

provisions pursuant t o Rule 4350(a)(5) for the Audit Committee requirement. I f this box

is checked, the certifications above will be effective as of the end of the phase-in period.

For Foreign Private 1ssuers1 Only: Check here if the Company is following home country

practices in lieu of this requirement and has provided NASDAQ with a written statement

from an independent counsel in the Company's home country certifying that the

Company's practices are not prohibited by the home country laws. A company checking

this box must still have an audit committee that satisfies Rule 4350(d)(3) and ensure

that such audit committee members meet the independence requirement in Rule

4350(d)(2)(A)(ii). The Company must disclose in its annual reports filed with the SEC

that

does not comply with this requirement (as well as each other requirement of Rule

4350 that it does not follow) and describe the home country practice followed by the

Company in lieu of such requirement.

As defined in SEC Rule 3b-4(c)

Corporate Governance Certification Form - The Nasdaq Stock Market