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What does it mean to be independent on NASDAQ?

The Definition of Independence. Nasdaq believes that it is important for investors to have confidence that individuals serving as independent directors do not have a relationship with the issuer that would impair their independence.

What is an independent director under NASDAQ rule 5605?

Nasdaq Rule 5605 (a) (2) defines an “independent director” to mean a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Why did NASDAQ change the definition of a director's independent judgment?

As the reason for the change, Nasdaq explains that it believes the prior definition was over-inclusive. Nasdaq’s view is that whether a director’s relationship with his or her stepchildren could interfere with the director’s exercise of independent judgment depends on the facts and circumstances.

When did NASDAQ submit Amendment No 1 to the proposed rule change?

On March 11, 2003, Nasdaq submitted Amendment No. 1 to the proposed rule change 3 The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. Nasdaq proposes amendments to NASD Rules 4200 and 4350 to modify the definition of the term "independent director."


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