Nasdaq’s board of directors has approved modifications to several corporate governance standards.
The rule changes will require shareholder approval for stock option plans that include executive officers or directors, and tighten the definition of an independent director.
The new rules will clarify that a company can be delisted for misrepresenting information to Nasdaq. They will also require that companies disclose the receipt of an audit opinion with a going concern qualification.
As well, under the new rules companies will be permitted to disseminate material information via Regulation FD-compliant methods of disclosure, instead of solely by a press release.
“Today we can announce continuing progress in strengthening corporate governance standards for companies that list on Nasdaq,” said Wick Simmons, chairman and chief executive officer of Nasdaq. “This is part of a process that is far from over.”
These rule changes were also approved by the NASD board of governors, acting in its capacity as Nasdaq’s self-regulatory organization.
They will now be forwarded to the SEC for final approval. The changes grew out of a series of recommendations by the Nasdaq Listing and Hearing Review Council that were endorsed by the Nasdaq executive committee of the board of directors and submitted to the SEC on February 12.