Corporate Governance Certification Form - The Nasdaq Stock Market (Page 2 of 5) in pdf

2. Audit Committee Charter

Rule 4350[d1(11

I hereby certify that the Company has adopted a formal written Audit Committee charter

specifying the items enumerated in Rule 4350(d)(1), and that the Audit Committee will

review and assess the adequacy of the charter on an annual basis. Please provide a copy of

the charter and note the date of its adoption.

For Foreign Private Issuers 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. The Company must

disclose in its annual reports filed with the SEC that it 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.

3. Nominations of Directors

Rule 4350(c)(41(A)

I hereby certify that the Company complies with Rule 4350(c)(4)(A), which requires

independent director involvement in the selection of director nominees.

The Company complies with this requirement by having a Nominations Committee

comprised solely of independent directors.

The Company complies with this requirement by having director nominees selected

or recommended by a majority of its independent directors.

For Initial Public Offerings, Spin-offs, and Companies Emerging From Bankruptcy: Check

here if the Company is utilizing the phase-in provisions pursuant t o Rule 4350(a)(5) for

the Director Nominations Process requirement. I f this box is checked, the certifications

above will be effective as of the end of the phase-in period.

For "Controlled Companies" Only: Check here if the Company is utilizing the "Controlled

Company" exemption pursuant to Rule 4350(c)(5) for purposes of the Director

Nominations Process requirement. A company relying upon this exemption must

disclose in its annual meeting proxy statement (or, if the Company does not file a proxy,

in its Form 10-K or 20-F) that it is a Controlled Company and the basis for that

determination. I n the event the Company ceases to be a Controlled Company, a new

certification will be required.

For Foreign Private Issuers Only: Check here i f 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. 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.

For Companies with Pre-Existing Agreements Only: Check here if the Company is

subject to a binding obligation that was in effect prior t o November 4, 2003 that requires

a director nomination structure inconsistent with Rule 4350(c)(4). Pursuant to Rule

4350(c)(4)(E), such a company is not required to comply with the nomination

requirements.

Corporate Governance Certification Form - The Nasdaq Stock Market Page 2

Related Articles

Related forms

Related Categories