Nasdaq: Corporate Governance Certification Form
Nasdaq is requiring a one-time certification of compliance with rules regarding audit and nominating committees, executive sessions, and codes of conduct. This form can be obtained at www.nasdaq.com. Most companies are required to submit the form immediately following their next annual meeting after January 15, 2004, but in any event no later than October 31, 2004. Foreign private issuers and small-business filers generally are not required to submit this form until July 31, 2005.
The New York Stock Exchange
All forms are available at www.nyse.com.
Section 303A Annual Written Affirmation. This form must be submitted within 30 days after the earlier of (a) the first annual meeting after January 15, 2004 or (b) October 31, 2004; and within 30 days of each annual meeting thereafter. Foreign private issuers are not required to file this form until their 2005 annual meeting. Please note that www.nyse.com also includes the required form for Exhibit G to the Written Affirmation, as well as a separate document containing instructions for completing the Affirmation. This form calls for detailed disclosure, so we encourage you to review it as soon as possible.
Annual CEO Certification.
Each CEO must certify annually that he or she is not aware of any violations of NYSE corporate governance requirements. This form must be submitted simultaneously with the Section 303A Annual Written Affirmation. Foreign private issuers are not required to file this form.
Section 303A Interim Written Affirmation. This form must be filed promptly after changes in board composition. It can only be used after the initial Section 303A Annual Written Affirmation has been filed. There is a separate Section 303 form for disclosing any changes in Audit Committee composition that occur prior to the filing of the initial Section 303A Annual Written Affirmation.
The American Stock Exchange: Corporate Governance Certification
Amex is requiring a certification of compliance with rules relating to audit committees, board composition and nominations, executive compensation, executive sessions, codes of conduct and ethics, and notice. Amex has not yet determined whether the certification will be required in future years. You can obtain this form at www.amex.com. Most companies are required to submit the form immediately following their first annual meeting after March 15, 2004, but no later than October 31, 2004. Foreign private issuers and small-business filers generally are not required to submit this form until July 31, 2005.
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