Companies will provide this disclosure in the company's proxy statement or its information statement (or if the company does not file a proxy, its Form 10-K or 20-F), or on the company's . See Nasdaq FAQ Identification Number 1767 and Question 2 of the following Nasdaq guidance. The Board Diversity Rule requires each Nasdaq-listed company [2] to have, or explain why it does not have, at least two "Diverse" directors ("Diverse Board Requirement"), including one who self-identifies as "Female" and one who self-identifies as either an "Underrepresented Minority" or "LGBTQ+." Our free Nasdaq Diversity Matrix Toolkit is an invaluable resource for companies affected by the new regulations. 1 While the impact of comply-or-explain diversity quotas is, at best, difficult to predict, these mandatory disclosure requirements may nudge companies to improve the diversity of their boards or risk facing investor pressure. Resources. Board Diversity Matrix (As of 6/30/2022) Total Number of Directors. Clearly label the disclosure as board diversity matrix on its website. The Board Diversity Matrix below presents the Board's diversity statistics in the format prescribed by the Nasdaq rules. Additionally, the Board Diversity Rule requires most Nasdaq-listed companies to either (i) have at least two diverse directors, including one who self-identifies as female and one who self-identifies as either . Beginning in 2022, all Nasdaq-listed companies, unless exempt as discussed below, are required to disclose two years (one year for the first disclosure) of director diversity statistics . The Nasdaq Stock Market, Nasdaq, The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market, ExACT and Exchange Analysis and Compliance . All Nasdaq listed companies, except those that are exempt under Nasdaq Listing Rule 5605(f)(4) are required to disclose board level diversity statistics using the format below. Rule 5606 will require each Nasdaq-listed company subject to certain exceptions, to publicly disclose in an aggregated form, to the extent permitted by applicable law, information on the voluntary self-identified gender, racial characteristics, and LGBTQ+ status of the company's board of directors. Newly-listed companies will have one year from the date of listing on Nasdaq to provide its . The new rules will require a Nasdaq-listed company to have at least two diverse directors (including at least one woman and at least . If approved, Nasdaq-listed companies will be required to (1) disclose certain board diversity statistics on an annual basis and (2) have, or disclose why they do not have, a minimum of two diverse board members. The new listing rule adopts a "comply or explain" mandate for board diversity for most listed companies and requires companies listed on Nasdaq's U.S. exchange to publicly disclose "consistent, transparent diversity statistics" regarding the composition of their boards in a matrix format. This is intended to provide access to a network of board-ready diverse candidates for companies. To assist companies in complying . Instructions: All Nasdaq listed companies, except those that are exempt under Nasdaq Listing Rule 5605(f)(4) are required to disclose board level diversity statistics using the format below. Complete Section 10 (Board Diversity Disclosure) of the Nasdaq Company Event Form within one business day after posting the matrix on its website. Board Diversity Matrix Nasdaq's listing rules require disclosure of specified board diversity metrics and diverse board composition, subject to certain exceptions and phase-in periods. The matrix must be disclosed by either (i) the date the company files its 2022 proxy (or, for a company that does not file a proxy, its 10-K or 20-F filing . The below table provides information related to the composition of our board members and nominees. The exchange operator last month filed a proposal with the SEC to adopt new listing rules that would require companies to have - or explain why they do not have . Printer-Friendly Version. The information presented below is based on voluntary self-identification responses we received from each director. On August 6, 2021, the SEC approved Nasdaq's proposal in a similar, but not identical, form to what was initially proposed. The proposal was the culmination of Nasdaq's assessment of a number of factors, including: its engagement with organizational leaders in the business, investor, governance, regulatory and civil rights communities, who expressed overwhelming support for the diversification of boardrooms; its review of academic . In lieu of utilizing the fillable PDF, your company may create its own template if the format is substantially similar to the standardized template. On December 1, 2020, the Nasdaq Stock Market LLC ("Nasdaq") proposed to adopt listing rules related to board diversity after determining that the national market and the public interest would . Board of Directors Diversity Matrix Our Board of Directors Diversity Matrix (Nasdaq Rule 5606) Home; ; Investors & Media; ; Board of Directors Diversity Matrix The following matrix discloses the gender and demographic backgrounds of our Board as self-identified by its members in accordance with Nasdaq Listing Rule 5606. Nasdaq provides on its website examples of the Board Diversity Matrix and the alternative disclosure matrix for Foreign Issuers as well as examples of acceptable and unacceptable matrices. Nasdaq provides a fillable PDF of the Board Diversity Matrix for U.S. companies and a fillable PDF for Foreign Isusers. ESG. All operating companies listed on Nasdaq's U.S. exchange will need to use the Board Diversity Matrix found here, or a format substantially similar, to annually disclose board-level diversity data. Nasdaq Board Diversity Matrix Financial information The table below provides certain highlights of the composition of the Board members of Columbia as of March 31, 2020 Banking System, Inc. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f). Complete the Board Diversity Matrix template. The template is reproduced immediately below. Goodwin has been tracking disclosures in proxy statements filed by Nasdaq-listed companies since January 1, 2022 to see if they provided the Nasdaq-prescribed board diversity matrix in their proxy statements. Clearly label the disclosure as Board Diversity Matrix on your company's website . The matrix below provides certain information regarding the . Governance. Such form requires the company to provide the disclosure date and URL location of the matrix. On August 6, 2021, the U.S. Securities and Exchange Commission approved new listing rules regarding board diversity and disclosure, described in our prior Client Alert. subject to transition periods and limited exceptions, nasdaq-listed companies will be required to (i) publicly disclose board-level diversity statistics on an annual basis using a standardized matrix template under nasdaq rule 5606 and (ii) have, or disclose why they do not have, a minimum of two diverse board members under nasdaq rule 5605 (f). USA August 1 2022. Board Diversity Matrix (As of July 26, 2022) Total Number of Directors. All Nasdaq-listed companies will be required to publicly disclose director self-identified board-level diversity statistics by the later of August 8, 2022, or the date the company files its next . As Nasdaq's new board diversity listing requirements will be a significant step-up in corporate governance for some issuers, the exchange has taken several affirmative steps to help issuers prepare for and comply with the new requirements. Nasdaq's Board Diversity Objective Rule These requirements would be phased in over a four- or five-year period, subject to listing tier. WFW previously authored this article on that draft. Download Library; Share; RSS News Feeds; Print; Facebook; LinkedIn; Twitter; RSS; Close. The board diversity matrix and associated instructions in the Nasdaq rule filing are reproduced below for reference. As of April 30, 2022. nasdaq filed a proposal for the new rules with the sec on december 1, 2020, and subsequently amended the proposal on february 26, 2021, to, among other things, require companies with five or fewer board members to: have (or explain the absence of) one diverse board member, allow newly listed companies additional time to achieve compliance and The Securities and Exchange Commission (SEC) recently approved the Nasdaq Stock Market LLC's (Nasdaq) board diversity rules (Rules 5605(f) and 5606).The new rules require Nasdaq-listed companies to disclose annually demographic board composition information in a prescribed tabular format, and, if a company lacks at least two diverse directors, one self-identified as . The post . This accommodation is removed if a company subsequently expands its board. It includes It includes A brief outline of the new diversity ruling, including the new requirements, a timeline, the process, and more. NASDAQ: (YY) Price: Change: Data Provided by Refinitiv. If a company has yet to disclose its Board Diversity Matrix, it may need to do so no later than August 8, 2022. Under the Nasdaq rule, approved Aug. 6 by the SEC, most Nasdaq-listed . Nasdaq Board Diversity Matrix Deadline. The Nasdaq Inc. stock exchange's new diversity rules will impose board diversity disclosure requirements on Nasdaq-listed companies. Under Nasdaq's new Rule 5606, the board diversity disclosure rule, the deadline for most Nasdaq-listed companies to publicly disclose diversity statistics regarding their board of directors using a Board Diversity Matrix is approaching. (See this PubCo post .) Nasdaq Board Diversity Matrix Template. We believe diversity is a key factor to the effectiveness and success of our Board. Nasdaq's proposal includes an example "Board Diversity Matrix" that companies may use to structure the presentation of this information. Nasdaq-listed companies would be required to provide the Board Diversity Matrix in the company's proxy statement (or in its annual report on Form 10-K if it does not file a proxy statement) or on the company's website. Each Nasdaq-listed company (other than exempt companies as described above) will be required to annually disclose (to the extent permitted by applicable law) board-level diversity data based on each director's voluntary self-identified characteristics in a substantially similar format to the "Board Diversity Matrix . The disclosure must be titled "Board . To facilitate compliance monitoring with Nasdaq's Board Diversity Rule 5606, a company that elects to provide disclosure on its website needs to: 1. Minimum 15 minutes delayed. Such disclosure would be provided annually in a format substantially similar to a Board Diversity Matrix that Nasdaq provided an example of in its rule proposalsee below in the appendixwhich identifies the total number of directors and the number of directors who identify in the various Diverse categories. Governance. The reporting requirements for the Rule are set out in Rule 5606 and 5605(f)(3). Complete a Board Diversity Matrix . 8. Note that under the proposed rule, directors opting not to disclose a gender would be included under "Gender Undisclosed," and directors opting not to . The Nasdaq board diversity rule approved by the U.S. Securities and Exchange Commission last week represents the latest victory for a new generation of shareholders demanding more diversity in corporate America, one that will compel Nasdaq-listed companies to comply or risk falling behind their peers, attorneys told Law360. A company may supplement the required tabular disclosure with other information such as the skills, experience and any additional attributes (e.g., individuals with disabilities . Nasdaq Board Diversity Matrix Samples By Randi Morrison posted 05-05-2022 09:49 PM 0 Recommend. Board Diversity Matrix. A company would be required to . Companies that fail to comply risk being delisted. Rule 5606 Diversity Matrix and Alternate Disclosures. All Nasdaq-listed companies must comply with the board diversity matrix disclosure rule by the later of (i) Aug. 8, 2022, or (ii) the date the company files its proxy statement for its 2022 annual . This simple format has versions for US and foreign companies, and both include board members' self-disclosed gender identity, relevant underrepresented racial/ethnic . Under NASDAQ rules, each NASDAQ-listed company must have, or explain why it does not have, at least two members of its Board of Directors who are "Diverse," including (1) at least one Diverse director who self-identifies as Female; and (2) at least one Diverse director who self-identifies as an "Underrepresented Minority" or LGBTQ+. Last August, Nasdaq adopted rules mandating that Nasdaq-listed operating companies disclose a Board Diversity Matrix either in an SEC filing or on their website. Keep reading for a list of FAQs about the new rules and how to ensure you meet the requirements. Board Diversity Matrix In compliance with NASDAQ's Board Diversity Rule, the table below provides information regarding our director's diversity information. The Board Diversity Rule requires all companies listed on Nasdaq's U.S. exchanges to publicly disclose board-level diversity statistics using a standardized disclosure matrix template. Rather than a mandatory board composition regulation, the set of Nasdaq rules should, instead, be viewed as a move towards more robust requirements for public disclosure about board-level diversity. The disclosure must be titled "Board Diversity Matrix" and include the date the information is reported as the "As of Date" (e.g., the filing date of proxy material s or the date the Matrix is posted on the . To facilitate comparability, Nasdaq will require its listed companies to use a prescribed board diversity matrix. Under Nasdaq's Board Diversity Rule, all operating companies listed on Nasdaq's U.S. exchange would be required to publicly disclose diversity statistics regarding their board of directors using the Board Diversity Matrix template found . On December 1, 2020, Nasdaq proposed new listing rules related to board diversity. Compensation Advisory Partners . As of April 7, 2022, 78% of Nasdaq-listed companies have included the matrix in their proxy statements. SEC Adopts Nasdaq Rules On Board Diversity. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605 (f). approved by the sec on august 6, 2021, under the listing rule all companies listed on nasdaq's u.s. exchange will publicly disclose board-level diversity statistics using a standardized. Female. Accordingly, the Company is in compliance with Nasdaq's diversity requirement. Required Disclosures All operating companies listed on Nasdaq's U.S. exchange will need to use the Board Diversity Matrix (pictured below), or a format substantially similar, to annually disclose board-level diversity data. Despite its name, Nasdaq's Board Diversity Rule does not de jure compel Nasdaq-listed companies to have diverse boards. now that nasdaq's board diversity matrix disclosure deadline has arrived, foreign private issuers (fpis) and companies considering us initial public offerings are increasingly considering their current board makeups and director candidates in light of us and home country requirements, as well as expectations of investors and shareholder advocacy rule 5606 (a) requires each nasdaq-listed company to disclose, to the extent permitted by applicable law, its board-level diversity data annually in a " board diversity matrix ," or a substantially similar format, that indicates the total number of directors and " (1) the number of directors based on gender identity (female, male, or non-binary) in the board diversity matrix, companies must disclose the total number of directors on the board, as well as the number of directors based on gender identity (female, male, or non-binary) and the number of directors who did not disclose gender; the number of directors based on race and ethnicity (african american or black, alaskan native or A company is required to provide its initial board diversity matrix by the later of (1) August 8, 2022; or (2) the filing date of its proxy statement for its 2022 annual meeting. The table below provides information on the gender and demographic background of the members of our Board of Directors, in accordance with Nasdaq Rule 5605 (f). For your convenience, we have also . Board Diversity Matrix Board Diversity Matrix for JOYY INC.(As of March 31,2022) Country of Principal Executive Offices: Singapore: Foreign Private Issuer: Yes: Disclosure Prohibited Under Home . Board Diversity Matrix Rule 5606 will require each Nasdaq-listed company subject to certain exceptions, to publicly disclose in an aggregated form, to the extent permitted by applicable law, information on the voluntary self-identified gender, racial characteristics, and LGBTQ+ status of the company's board of directors. Board Diversity Matrix. Provide the board diversity matrix on its website in the Nasdaq-prescribed format or a substantially similar format. Board Diversity Matrix (As of September 16, 2022) Total Number of Directors. Board Diversity Matrix. here, or a format substantially similar. Following the . Total Number of Directors (10) * Ms. Morgan identifies as both African American and Asian. Following the initial year of compliance, companies would be required to disclose the current year and immediately prior year's diversity statistics using the Board . Companies are required to disclose Board diversity statistics using the following board diversity matrix template developed by Nasdaq or a substantially similar format. Nasdaq-listed companies that wish to, or are required by another authority to, disclose additional diversity data will have to provide such information either below the prescribed matrix or in a separate table. The requirements are . SEC Filings. In late 2020, Nasdaq filed a proposal with the U.S. Securities and Exchange Commission (SEC) to adopt new listing rules relating to board diversity and disclosure. Proposed Rules 10. This Nasdaq Diversity Rules Toolkit includes an editable diversity matrix template, Nasdaq's definitions of racial and ethnic groups, and sample questions to determine board diversity. A company must disclose its initial Board Diversity Matrix by the later of: (i) August 6, 2022; or (ii) the date the company files its proxy statement or information statement for its annual meeting in 2022 (or, if the company does not file such statements, in its annual report on Form 10-K or 20-F). U.S. companies may complete this fillable PDF of the Board Diversity Matrix, or you may create your own template if the format is substantially . If a company has yet to disclose its Board Diversity Matrix, it may need to do so no later than August 8, 2022. Nasdaq's efforts to promote diversity on boards has received support from a variety of constituencies, with a number of commenters approving of its 'comply-or-explain' approach. First, beginning in August 2022, Nasdaq-listed companies will have to disclose annual statistics about their board's diversity using a "matrix" prescribed by Nasdaq. The Nasdaq board diversity rule sets a "recommended objective" for most Nasdaq-listed companies to have at least two diverse directors on their boards; if they do not meet that objective, they would need to explain their rationales for not doing so. Last August, Nasdaq adopted rules mandating that Nasdaq-listed operating companies disclose a Board Diversity Matrix either in an SEC filing or on their website. Examples of acceptable and unacceptable disclosures are provided below. The table below shows the composition of Solid Power's board based on voluntary self-identification of gender identity and other demographics. The proposed rules would require Nasdaq-listed companies, other than "Exempt Entities" (as defined below), to provide statistical information about each director's self-identified gender, race, and self-identification as LGBTQ+ in substantially the format proposed by Nasdaq under new proposed Rule 5606 (the "Board Diversity Matrix"), which is reproduced as Exhibit A below and is also . Nasdaq Board Diversity Matrix Deadline Last August, Nasdaq adopted rules mandating that Nasdaq-listed operating companies disclose a Board Diversity Matrix either in an SEC filing or on their website. Male. Board Diversity Matrix (As of April 27, 2022) Total Number of Directors 12 Female Male Non-Binary Did . Nasdaq Board Diversity Rules There are two primary components of the Nasdaq Board Diversity Rules: The requirement to publicly disclose aggregate statistics regarding board-level diversity in a standardized format, which is set forth in Nasdaq Rule 5606 (the Board Matrix Requirement) Complete Section 10 (Board Diversity Disclosure) of the Nasdaq Company Event Form within one business day after posting the matrix on its website. 7. A company must provide its board diversity matrix in the same manner and concurrently with the disclosure required under Rule 5605(f) (i.e., in advance of the company's annual meeting in its proxy or information statement (or Form 10-K or 20-F if the company does not . Board Diversity Matrix. further, a company listed on nasdaq exchanges will be required to provide a board diversity matrix, or similar disclosure, by the later of (a) aug. 8, 2022, or (b) the date the company files its proxy or information statement for its annual meeting of shareholders (or, if the company does not file a proxy or information statement, the date it Nasdaq considers the following examples of the Board Diversity Matrix acceptable (same or substantially similar). The Board continuously considers diversity in its widest sense, including diversity of business and financial expertise and understanding of the Company's business and industry. Acceptable Example 1 - Same To be completed by companies with principal executive offices inside the U.S. Board Diversity Matrix (As of March 12, 2021) Total Number of Directors 8 Female Male Non-Binary Did Not Disclose Gender If a company . Nasdaq Publishes Guidance on Board Diversity Matrix Reporting - Compensation Advisory Partners April 27, 2022 Alert Nasdaq Publishes Guidance on Board Diversity Matrix Reporting By Margaret Engel, Louisa Heywood DOWNLOAD A PDF OF THIS REPORT pdf (0.1MB) Contact Margaret Engel Founding Partner margaret.engel@capartners.com 212-921-9353 Foreign issuers will be able to provide a modified board diversity matrix.