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Corporate Governance Certification Form. This is a Official Federal Forms form and can be use in General Forms NASDAQ.
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Corporate Governance Certification Form
(To be completed by a company currently listed on The NASDAQ Stock Market. An updated certification form is
required only if a change in the company's status results in the prior certification no longer being accurate.)
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, Quorum and Code of Conduct
1. Audit Committee Composition – Rule 5605(c)(2)(A)
I hereby certify that the Company has, and will continue to 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
5605(a)(2) (subject to the exception provided in Rule 5605(c)(2)(B) and the cure period provided in Rule
5605(c)(4)); (2) meets the requirements of SEC Rule 10A-3(b)(1) (subject to exceptions provided in Rule 10A-3(c)
and the cure period provided in Rule 5605(c)(4)); (3) has not participated in the preparation of the financial
statements of the Company or any current subsidiary of the Company at 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 5605(c)(2).
In addition, I hereby certify that the Company has, and will continue to have, at least one member of the Audit
Committee who has past employment experience in 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 Companies with Exceptional and Limited Circumstances Only: Check here if the Company will comply with
this requirement by having a committee comprised of all independent directors, except for one director, who
meets the criteria set forth in Section 10A(m)(3) under the Act, where the board, under exceptional and limited
circumstances, has determined that it is in the best interests of the company and its shareholders.*
For Initial Public Offerings: Check here if the Company is utilizing the phase-in provisions pursuant to Rule
5615(b) for the Audit Committee Composition requirement. If this box is checked, the certifications above will be
effective as of the end of the phase-in period.
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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. A company
checking this box must still have an audit committee that satisfies Rule 5605(c)(3) and ensure that such audit
committee members meet the independence requirement in Rule
5605(c)(2)(A)(ii).*
For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement
pursuant to Rule 5615(a)(1).
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As defined in SEC Rule 3b-4(c)
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2. Audit Committee Charter – Rule 5605(c)(1)
I hereby certify that the Company has adopted a formal written Audit Committee charter specifying the items
enumerated in Rule 5605(c)(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.*
For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement
pursuant to Rule 5615(a)(1).
3. Independent Director Oversight of Director Nominations – Rule 5605(e)(1)
I hereby certify that the Company complies with Rule 5605(e)(1), 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 meeting in executive session.
For Companies with Exceptional and Limited Circumstances Only: Check here if the Company will comply with
this requirement by having a committee comprised of all independent directors, except for one director where the
board, under exceptional and limited circumstances, has determined that it is in the best interests of the
company and its shareholders.*
For Initial Public Offerings (including Spin-offs) and Companies Emerging From Bankruptcy Only: Check here if
the Company is utilizing the phase-in provisions pursuant to Rule 5615(b) for the Director Nominations Process
requirement. If 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 5615(c) for purposes of the Director Nominations Process requirement. In the event the
Company ceases to be a Controlled Company, a new certification will be required.*
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.*
For Companies with Pre-Existing Agreements Only: Check here if the Company is subject to a binding obligation
that was in effect prior to November 4, 2003 that requires a director nomination structure inconsistent with Rule
5605(e)(1). Pursuant to Rule 5605(e)(5), such a company is not required to comply with the nomination
requirements.
For Limited Partnerships Only: Check here if the Company is exempt from this requirement as a limited
partnership.
For Management Investment Companies Only: Check here if the Company is exempt from this requirement as a
management investment company registered under the Investment Company Act of 1940.
For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement
pursuant to Rule 5615(a)(1).
For Cooperatives Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(2).
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4. Nominations Committee Charter or Board Resolution – Rule 5605(e)(2)
Rule 5605(e)(2) requires companies to adopt a formal written charter or board resolution, as applicable, addressing
the nominations process and such related matters as may be required under the federal securities laws. Please
provide a copy of the charter or board resolution and note the date of adoption.
For Controlled Companies Only: Check here if the Company is utilizing the “Controlled Company” exemption
pursuant to Rule 5615(c) for purposes of the Nominations Committee Charter requirement. In the event the
Company ceases to be a Controlled Company, a new certification will be required.*
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.*
For Companies with Pre-Existing Agreements Only: Check here if the Company is subject to a binding obligation
that was in effect prior to November 4, 2003 that requires a director nomination structure inconsistent with Rule
5605(e)(1). Pursuant to Rule 5605(e)(5), such a company is not required to comply with the nomination
requirements.
For Limited Partnerships Only: Check here if the Company is exempt from this requirement as a limited
partnership.
For Management Investment Companies Only: Check here if the Company is exempt from this requirement as a
management investment company registered under the Investment Company Act of 1940.
For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement
pursuant to Rule 5615(a)(1).
For Cooperatives Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(2).
5. Independent Director Oversight of Executive Officer Compensation – Rule
5605(d)
I hereby certify that the Company complies with Rule 5605(d), which requires independent director involvement in the
determination of executive compensation.
The Company complies with this requirement by having a Compensation Committee comprised solely of
independent directors.
The Company complies with this requirement by submitting such matters for approval or recommendation by a
majority of the independent directors meeting in executive session.
For Companies with Exceptional and Limited Circumstances Only: Check here if the Company will comply with
this requirement by having a committee comprised of all independent directors, except for one director where the
board, under exceptional and limited circumstances, has determined that it is in the best interests of the
company and its shareholders.*
For Initial Public Offerings (including Spin-offs) and Companies Emerging From Bankruptcy Only: Check here if
the Company is utilizing the phase-in provisions pursuant to Rule 5615(b) for the Compensation of Officers
requirement. If 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 5615(c) for purposes of the Compensation of Officers requirement. In the event the Company
ceases to be a Controlled Company, a new certification will be required.*
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.*
For Limited Partnerships Only: Check here if the Company is exempt from this requirement as a limited
partnership.
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For Management Investment Companies Only: Check here if the Company is exempt from this requirement as a
management investment company registered under the Investment Company Act of 1940.
For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement
pursuant to Rule 5615(a)(1).
For Cooperatives Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(2).
6. Independent Directors – Rule 5605(b)(1)
I hereby certify that the Company’s board of directors is comprised of a majority of independent directors as required
by Rule 5605(b)(1).
For Initial Public Offerings (including Spin-offs) and Companies Emerging From Bankruptcy Only: Check here if
the Company is utilizing the phase-in provisions pursuant to Rule 5615(b) for the Majority Independent Director
requirement. If 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 5615(c) for purposes of the Majority Independent Directors requirement. In the event the
Company ceases to be a Controlled Company, a new certification will be required.*
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.*
For Limited Partnerships Only: Check here if the Company is exempt from this requirement as a limited
partnership.
For Management Investment Companies Only: Check here if the Company is exempt from this requirement as a
management investment company registered under the investment company Act of 1940.
For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement
pursuant to Rule 5615(a)(1).
For Cooperatives Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(2).
7. Executive Sessions - Rule 5605(b)(2)
I hereby certify that the Company will have regularly scheduled meetings at which only independent directors are
present (“executive sessions”), as required by Rule 5605(b)(2).
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.*
For Limited Partnerships Only: Check here if the Company is exempt from this requirement as a limited
partnership.
For Management Investment Companies Only: Check here if the Company is exempt from this requirement as a
management investment company registered under the investment company Act of 1940.
For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement
pursuant to Rule 5615(a)(1).
For Cooperatives Only: Check here if the Company is exempt from this requirement pursuant to Rule 5615(a)(2).
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8. Quorum – Rule 5620(c)
I hereby certify that the Company’s by-laws provide for a quorum of at least 33 1/3 percent of the outstanding shares
of the Company’s common voting stock, as required by Rule 5620(c).
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.*
9. Code of Conduct – Rule 5610
I hereby certify that the Company has adopted one or more codes of conduct applicable to all directors, officers and
employees, and that such codes are publicly available, as required by Rule 5610.
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.*
For Limited Partnerships Only: Check here if the Company is exempt from this requirement as a limited
partnership.
For Management Investment Companies Only: Check here if the Company is exempt from this requirement as a
management investment company registered under the investment company Act of 1940.
For Asset Backed or Other Passive Issuers Only: Check here if the Company is exempt from this requirement
pursuant to Rule 5615(a)(1).
10. DRS Eligibility Requirement – Rule 5255
I hereby certify that the Company’s securities are eligible for a Direct Registration Program operated by a clearing
agency registered under Section 17A of the Exchange Act, as required by Rule 5255.
For Companies whose Securities are Book Entry Only: Check here if the Company is exempt from this
requirement.*
*Companies are required to disclose their reliance on certain exemptions under NASDAQ rules, Item 407 of SEC
Regulation S-K and SEC Form 20-K.
A duly authorized officer of the Company must sign this certification.
Signature:
Print Name:
Title:
Company Name:
Date:
Submit this Certification Form utilizing the NASDAQ OMX Listing Center’s upload function.
If you have any questions, please contact Listing Qualifications at: +1 301 978 8008.
©February 2012, The NASDAQ OMX Group, Inc.
trademarks of The NASDAQ OMX Group, Inc.
All rights reserved.
The NASDAQ Stock Market and NASDAQ are registered
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