viernes , enero 27 2023
Inicio / Sec Rules on Board of Directors

Sec Rules on Board of Directors

(ii) where the registrant is not a listed issuer, a definition of the independence of a national stock exchange or broker-dealer listing system requiring that a majority of the members of the board of directors be independent and an indication of the definition used. Regardless of the definition chosen by the registrant, he or she must use the same definition for all directors and board nominees. If the national stock exchange or national securities association whose standards are used has standards of independence for members of a particular committee, use those committee-specific standards to determine whether the members of a particular committee are independent. 3. The disclosure required by paragraph (d)(3) of this item need not be contained in documents other than a registrant proxy or statement of information relating to an annual meeting of securityholders at which directors are to be elected (or a special meeting or written consents in lieu of such a meeting). (i) The Compensation Committee (or any other committee of the Board of Directors performing equivalent functions or, in the absence of such a committee, the Board as a whole) shall state whether: 2. For the purposes of paragraph (c)(3) of this item, adopt procedures whereby securityholders may recommend candidates to the board of directors of the registrant where the registrant`s recent disclosure in response to the requirements of paragraph (c)(2)(iv) of this item, or paragraph (c)(3) of this section, indicates that the registrant did not have such procedures in place; represents a significant change. (3) For each board of directors and candidate for director status classified as independent, describe by specific class or type any transactions, relationships or arrangements not disclosed pursuant to Article 404(a) (§ 229.404(a)) or, for investment companies, item 22(b) of Schedule 14A (§ 240.14a-101 of this chapter), that the board of directors, in accordance with applicable definitions of independence, Determines: the fact that the director is independent has been taken into account. (2) If the board of directors of a registered issuer decides, in accordance with the registration standards applicable to the issuer, to appoint to the audit committee a director who is not independent (other than as required in section 240.10A-3 of this Chapter), including because of extraordinary, limited or similar circumstances, disclose the nature of the relationship that does not make that person independent, and the reasons for the Board`s decision. (2) Where the registrant has a process in place for securityholders to send notices to the board of directors, (B) The appointment or identification of a person as a financial expert of the audit committee under this section 407 does not impose on that person any duties, obligations or responsibilities other than those imposed on the person as a member of the audit committee and the board of directors in absentia.

such designation or identification. (iii) If the Nominating Committee does not have a policy regarding the review of nominees for director positions recommended by securityholders, state this fact and give reasons for the Board`s opinion that it is appropriate for the registrant not to have such a policy; (1) Indicate the total number of meetings of the Board of Directors (including regular and special meetings) held during the last full fiscal year. Appoint any interim director who, in the last full fiscal year, represents less than 75% of the sum of (ii) The name of each member of the audit committee of the Corporation (or, in the absence of an audit committee, of the board of directors performing equivalent functions or of the board of directors as a whole) shall appear under the disclosure referred to in paragraph (d)(3)(i) of this section. (B) Based on the review and discussion referred to in paragraph (e)(5)(i)(A) of this item, the Compensation Committee has recommended that the Board of Directors include the discussion and analysis of compensation in the annual report of the person on Form 10-K (section 249.310 of this Chapter), the proxy circular in Schedule 14A (section 240.14a-101 of this Chapter) or the information statement in Schedule 14C ( section 240.14c-101 of this chapter). 2. For the purposes of the disclosure referred to in point (f)(2)(ii) of this point, it is not necessary to disclose the process of collecting and arranging communications from a registrant about security holders and similar or related activities, provided that the registrant process is approved by a majority of the independent directors, or in the case of a registered person that is an investment company: a majority of directors who are not “interested persons” of the investment company within the meaning of section 2(a)(19) of the Investment Companies Act of 1940 (15 U.S.C. 80a-2(a)(19)). 2. Where the registrant uses its own definitions to determine whether its directors, appointed directors and members of certain committees of the board of directors are independent, indicate whether these definitions are available to securityholders on the registrant`s website.

If yes, provide the registrant`s website address. If not, attach a copy of these policies to an appendix to the registrant`s proxy circular or information statement provided to securityholders at least every three fiscal years, or if the policies have changed materially since the beginning of the registrant`s last fiscal year. If a recent copy of the policies is not available to securityholders on the registrant`s website and is not included as an appendix to the registrant`s proxy circular or information statement, indicate the last fiscal year in which the policies were included to satisfy this requirement. (D) Based on the reviews and discussions set forth in paragraphs (d)(3)(i)(A) through (d)(3)(i)(C) of this item, the Audit Committee recommended that the Board include audited financial statements in the Company`s Annual Report on Form 10-K (17 CFR 249,310) (or for closed-end investment companies registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.). Annual Report to Shareholders Required by Section 30(e) of the Investment Company Act of 1940 (15 U.S.C. 80a-29(e)) and Rule 30d-1 (17 CFR 270.30d-1) for the most recent fiscal year for filing with the Board. (a) the independence of the Director. Identify each director and, if the disclosure required by this subsection is provided in a proxy or information statement relating to the election of directors, any nominee director who is independent under the independence standards applicable to the person registered in accordance with paragraph (a)(1) of this item. In addition, where these independence standards include independence requirements for committees of the board of directors, identify any director who is a member of the compensation, nominating or audit committee who is not independent under these committee independence standards. If the registrant does not have a separately appointed audit, nomination or remuneration committee or a committee with similar functions, he or she must provide information on directors who are not independent of board members who apply those board independence standards. (vii) In respect of each candidate admitted by the Nominating Committee for registration on the registrant`s proxy card (other than candidates who are officers or directors standing for re-election), indicate which or more of the following classes of persons or entities recommended that nominee: security holder, non-executive director, chief executive officer, other member of senior management, third-party research firm or other specified source.