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Corporate Governance Certification Form - Official Federal Forms
| Corporate Governance Certification Form Form. This is a national form and can be used in General Forms NASDAQ . |
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Corporate Governance Certification Form Company Name: Symbol: All NASDAQ-listed companies must comply with NASDAQ's requirements relating to audit committees, the director nomination's process, the compensation of officers, board composition, executive sessions, quorum and code of conduct. By completing this form, you are certifying your company's compliance with, or exemption from, these requirements. Note that an officer of the Company must sign this certification. In addition, NASDAQ's listing rules include certain disclosure and notification requirements relating to the use of exemptions and phase-in schedules that are not outlined in this certification. Each Company is responsible for ensuring compliance with such requirements. Also note that in the event a Company ceases to be a Controlled Company or a Foreign Private Issuer, the Company must submit a new certification. 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. 1 American LegalNet, Inc. www.FormsWorkFlow.com 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). 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. 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). 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, by having a Nominations Committee comprised solely of independent directors. I hereby certify that the Company complies with Rule 5605(e)(1), which requires independent director involvement in the selection of director nominees, 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. 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.* 1 As defined in SEC Rule 3b-4(c) 2 American LegalNet, Inc. www.FormsWorkFlow.com 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
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