director. Foreign Issuers could satisfy the second director objective
by including another Female director, or an individual who self-
identifies as LGBTQ+ or as an underrepresented individual based on
national, racial, ethnic, indigenous, cultural, religious or linguistic
identity in the company's home country jurisdiction. While the proposal
provides a different requirement for the second Diverse director for
Foreign Issuers, Nasdaq believes it is not designed to permit unfair
discrimination between Foreign Issuers and other companies because it
recognizes that the unique demographic composition of the United
States, and its historical marginalization of Underrepresented
Minorities and the LGBTQ+ community, may not extend to all countries
outside of the United States. Further, Nasdaq believes that it is
challenging to apply a consistent definition of minorities to all
countries globally because ``[t]here is no internationally agreed
definition as to which groups constitute minorities.'' \301\ Similarly,
``there is no universally accepted international definition of
indigenous peoples.'' \302\ Rather, the United Nations Declaration on
the Rights of Indigenous Peoples recognizes ``that the situation of
indigenous peoples varies from region to region and from country to
country and that the significance of national and regional
particularities and various historical and cultural backgrounds should
be taken into consideration.'' \303\ Accordingly, Nasdaq believes that
it is not unfairly discriminatory to allow an alternative mechanism for
Foreign Issuers to satisfy Rule 5605(f)(2) in recognition that the
U.S.-based EEOC definition of Underrepresented Minorities is not
appropriate for every Foreign Issuer. In addition, Foreign Issuers have
the ability to satisfy Rule 5605(f)(2)(B) by explaining that they do
not satisfy this alternative definition. Similarly, any company that is
not a Foreign Issuer, but that prefers the alternative definition
available for Foreign Issuers, could follow Rule 5605(f)(2)(B) and
disclose its reasons for doing so.
---------------------------------------------------------------------------

    \301\ See United Nations, Minority Rights: International
Standards and Guidance for Implementation 2 (2010), available at:
https://www.ohchr.org/Documents/Publications/MinorityRights_en.pdf.
See also G.A. Res. 47/135. art. 1.1 (Dec. 18, 1992) (``States shall
protect the existence and the national or ethnic, cultural,
religious and linguistic identity of minorities within their
respective territories and shall encourage conditions for the
promotion of that identity.''). The preamble to the Declaration also
``[r]eaffirm[s] that one of the basic aims of the United Nations, as
proclaimed in the Charter, is to promote and encourage respect for
human rights and for fundamental freedoms for all, without
distinction as to race, sex, language or religion.''
    \302\ See United Nations, Minority Rights, supra note 301, at 3.
    \303\ See G.A. Res. 61/295 (Sept. 13, 2007).
---------------------------------------------------------------------------

    Under the proposal, Foreign Issuer means (a) a Foreign Private
Issuer (as defined in Rule 5005(a)(19)) or (b) a company that (i) is
considered a ``foreign issuer'' under Rule 3b-4(b) under the Act, and
(ii) has its principal executive offices located outside of the United
States. For example, a company that is considered a ``foreign issuer''
under Rule 3b-4(b) under the Act and has its principal executive
offices located in Ireland would qualify as a Foreign Issuer for
purposes of Rule 5605(f)(2), even if it is not considered a Foreign
Private Issuer under Nasdaq or SEC rules.
    Nasdaq recognizes that Foreign Issuers may be located in
jurisdictions that impose privacy laws limiting or prohibiting self-
identification questionnaires, particularly as they relate to race or
ethnicity. In such countries, a company may not be able to determine
each director's self-identified Diverse attributes due to restrictions
on the collection of personal information. The company may instead
publicly disclose pursuant to Rule 5605(f)(3) that ``Due to privacy
laws in the company's home country jurisdiction limiting its ability to
collect information regarding a director's self-identified Diverse
attributes, the company is not able to determine that it has two
Diverse directors as set forth under Rule 5605(f)(2)(B)(ii).''
ii. Rule 5605(f)(2)(C): Smaller Reporting Companies
    While the proposal provides a different requirement for the second
Diverse director for Smaller Reporting Companies, Nasdaq believes that
this distinction is not designed to permit unfair discrimination among
companies. Nasdaq has designed the proposed rule to ensure it does not
have a disproportionate economic impact on Smaller Reporting Companies
by imposing undue costs or burdens. Nasdaq recognizes that Smaller
Reporting Companies, especially pre-revenue companies that depend on
the capital markets to fund ground-breaking research and technological
advancements, may not have the resources to compensate an additional
director or engage a search firm to find director candidates outside of
the directors' traditional networks. Nasdaq believes that this is a
reasonable basis to distinguish Smaller Reporting Companies from other
companies subject to the rule.
    Smaller Reporting Companies already are provided certain exemptions
from Nasdaq's listing rules. For example, under Rule 5605(d)(3),
Smaller Reporting Companies must have a compensation committee
comprised of at least two independent directors and a formal written
compensation committee charter or board resolution that specifies the
committee's responsibilities and authority, but such companies are not
required to grant authority to the committee to retain or compensate
consultants or advisors or consider certain independence factors before
selecting such advisors, consistent with Rule 10C-1 of the Act.\304\ In
its approval order, the SEC concluded as follows:
---------------------------------------------------------------------------

    \304\ See Nasdaq Rulebook, Rule 5605(d)(3).

    The Commission believes that these provisions are consistent
with the Act and do not unfairly discriminate between issuers. The
Commission believes that, for similar reasons to those for which
Smaller Reporting Companies are exempted from the Rule 10C-1
requirements, it makes sense for Nasdaq to provide some flexibility
to Smaller Reporting Companies regarding whether the compensation
committee's responsibilities should be set forth in a formal charter
or through board resolution. Further . . . in view of the potential
additional costs of an annual review, it is reasonable not to
require a Smaller Reporting Company to conduct an annual assessment
of its charter or board resolution.\305\
---------------------------------------------------------------------------

    \305\ See Order Granting Accelerated Approval of Proposed Rule
Change, 78 FR 4,554, 4,567 (Jan. 22, 2013).

    The Commission also makes accommodations for Smaller Reporting
Companies based on their more limited resources, allowing them to
comply with scaled disclosure requirements in certain SEC reports
rather than the more rigorous disclosure requirements for larger
companies. For example, Smaller Reporting Companies are not required to
include a compensation discussion and analysis in their proxy or Form
10-K describing the material elements of the compensation of its named
executive officers.\306\ Eligible Smaller Reporting Companies also are
relieved from the SOX 404(b) requirement to obtain an independent
auditor's attestation of management's assessment of the effectiveness
of internal control over

financial reporting.\307\ In each case, companies may choose to comply
with the more rigorous requirements in lieu of relying on the
exemptions.
---------------------------------------------------------------------------

    \306\ See 17 CFR 229.402(l).
    \307\ See Accelerated Filer and Large Accelerated Filer
Definitions, 85 FR 17,178 (March 26, 2020).
---------------------------------------------------------------------------

    Any company that is not a Smaller Reporting Company, but prefers
the alternative rule available for Smaller Reporting Companies, could
follow Rule 5605(f)(2)(C) and disclose their reasons for doing so. As
such, Nasdaq believes that the proposed alternative rule for Smaller
Reporting Companies is not designed to, and does not, unfairly
discriminate among companies. Lastly, Nasdaq believes that Rule
5605(f)(2)(C) is not designed to permit unfair discrimination among
companies because it requires Smaller Reporting Companies to have at
least one director who self-identifies as Female, similar to other
companies subject to Rule 5065(f).
iii. Rule 5605(f)(3): Public Disclosure of Non-Diverse Board
    Under proposed Rule 5605(f)(3), if a company determines not to meet
the diversity objectives of Rule 5605(f) in its entirety, it must
specify the applicable requirements of the Rule and explain its reasons
for not having at least two Diverse directors. Nasdaq designed the
proposal to avoid unduly burdening competition or efficiency, or
conflicting with existing securities laws, by providing all companies
subject to Rule 5605(f) with the option to make the public disclosure
required under Rule 5605(f)(3) in the company's proxy statement or
information statement for its annual meeting of shareholders or,
alternatively on the company's website, provided that the company
submits a URL link to such disclosure to Nasdaq through the Listing
Center no later than 15 calendar days after the company's annual
shareholder meeting. Nasdaq believes Rule 5605(f)(3) is not designed to
permit unfair discrimination among companies because the proposed rule
provides all companies subject to Rule 5605(f) the option to disclose
an explanation rather than meet the diversity objectives of Rule
5605(f)(2).
    Certain federal securities laws similarly permit companies to
satisfy corporate governance requirements through disclosure of reasons
for not meeting the applicable requirement. For example, under
Regulation S-K, Item 407 requires a company to disclose whether or not
its board of directors has determined that the company has at least one
audit committee financial expert. If a company does not have a
financial expert on the audit committee, it must provide an
explanation.\308\ Item 406 requires a company to disclose whether it
has adopted a written code of ethics that applies to the chief
executive officer and senior financial or accounting officers. If a
company has not adopted such a code of ethics, it must disclose the
reasons why not.\309\ Item 402 regarding pay ratio disclosure defines
how total compensation for employees should be calculated, but permits
companies to use a different measure as long as they explain their
approach.\310\
---------------------------------------------------------------------------

    \308\ See 17 CFR 229.407(d)(5).
    \309\ Id. Sec.  229.406(a).
    \310\ Id. Sec.  229.402.
---------------------------------------------------------------------------

    Furthermore, Nasdaq rules and SEC guidance already recognize that
website disclosure can be a method of disseminating information to the
public. For example, Nasdaq listing rules permit companies to provide
website disclosures related to third party director compensation,\311\
foreign private issuer home country practices,\312\ and reliance on the
exception relating to independent compensation committee members.\313\
The SEC has recognized that ``[a] company's website is an obvious place
for investors to find information about the company'' \314\ and permits
companies to make public disclosure of material information through
website disclosures if, among other things, the company's website is
``a recognized channel of distribution of information.'' \315\
---------------------------------------------------------------------------

    \311\ See Nasdaq Rulebook, Rule 5250(b)(3)(A).
    \312\ Id., Rule 5615(a)(3)(B) and IM-5615-3.
    \313\ Id., Rules 5605(d)(2)(B) (non-independent compensation
committee member under exceptional and limited circumstances) and
5605(e)(3) (non-independent nominations committee member under
exceptional and limited circumstances).
    \314\ See Commission Guidance on the Use of Company websites, 73
FR 45,862, 45,864 (Aug. 7, 2008).
    \315\ Id. at 45,867.
---------------------------------------------------------------------------

iv. Rule 5605(f)(4): Exempt Companies
    Under proposed Rule 5605(f)(4), Nasdaq proposes to exempt the
following types of companies from the requirements of Rule 5605(f)
(defined as ``Exempt Companies''): acquisition companies listed under
IM-5101-2; asset-backed issuers and other passive issuers (as set forth
in Rule 5615(a)(1)); cooperatives (as set forth in Rule 5615(a)(2));
limited partnerships (as set forth in Rule 5615(a)(4)); management
investment companies (as set forth in Rule 5615(a)(5)); issuers of non-
voting preferred securities, debt securities and Derivative Securities
(as set forth in Rule 5615(a)(6)); and issuers of securities listed
under the Rule 5700 Series. Each of the types of Exempt Companies
either has no board of directors, lists only securities with no voting
rights towards the election of directors, or is not an operating
company, and the holders of the securities they issue do not expect to
have a say in the composition of their boards. As such, Nasdaq believes
the proposal is not designed to permit unfair discrimination by
excluding Exempt Companies from the application of proposed Rule
5605(f). These companies already are exempt from certain of Nasdaq's
corporate governance standards related to board composition, as
described in Rule 5615.
v. Rule 5605(f)(5): Phase-in Period
    Proposed Rule 5605(f)(5)(A) will allow any newly listing company
that was not previously subject to a substantially similar requirement
of another national securities exchange one year from the date of
listing to satisfy the requirements of Rule 5605(f). Proposed Rule
5605(f)(5)(B) also will allow any company that ceases to be a Foreign
Issuer, a Smaller Reporting Company or an Exempt Company one year from
the date that the company no longer qualifies as a Foreign Issuer, a
Smaller Reporting Company or an Exempt Company, respectively, to
satisfy the requirements of Rule 5605(f). This phase-in period will
apply after the end of the transition period provided in Rule
5605(f)(7).
    Nasdaq believes this approach is not designed to permit unfair
discrimination because it provides all companies that become newly
subject to the rule the same time period within which to comply. In
addition, this approach is similar to other phase-in periods granted to
companies listing on or transferring to Nasdaq. For example, Rule
5615(b)(1) provides a company listing in connection with its initial
public offering one year to fully comply with the compensation and
nomination committee requirements of Rules 5605(d) and (e), and the
majority independent board requirement of Rule 5605(b). Similarly, SEC
Rule 10A-3(b)(1)(iv)(A) allows a company up to one year from the date
its registration statement is effective to fully comply with the
applicable audit committee composition requirements. Nasdaq Rule
5615(b)(3) provides a one-year timeframe for compliance with the board
composition requirements for companies transferring from other listed
markets that do not have a substantially similar requirement.

vi. Rule 5605(f)(7): Effective Dates/Transition
    Under proposed Rule 5605(f)(7), each company must have, or explain
why it does not have, one Diverse director no later than two calendar
years after the Approval Date,\316\ and two Diverse directors no later
than (i) four calendar years after the Approval Date for companies
listed on the NGS or NGM tiers, or (ii) five calendar years after the
Approval Date for companies listed on the NCM tier.
---------------------------------------------------------------------------

    \316\ The ``Approval Date'' is the date that the SEC approves
the proposed rule.
---------------------------------------------------------------------------

    Nasdaq believes this approach is not designed to permit unfair
discrimination because it recognizes that companies listed on the
Nasdaq Capital Market may not have the resources necessary to
compensate an additional director or engage a search firm to search for
director candidates outside of the directors' traditional networks.
Therefore, Nasdaq believes it is in the public interest to provide such
companies with one additional year to meet the diversity objectives of
Rule 5605(f), should they choose to do so. Nasdaq notes that all
companies may choose to follow a timeframe applicable to a different
market tier, provided they publicly describe their explanation for
doing so. They also may construct their own timeframe for meeting the
diversity objectives of Rule 5605(f), provided they publicly disclose
their reasons for not abiding by Nasdaq's timeframe.
e. Not Designed to Regulate by Virtue of any Authority Conferred by the
Act Matters Not Related to the Purposes of the Act or the
Administration of the Exchange
    Nasdaq believes that the proposal is not designed to regulate by
virtue of any authority conferred by the Act matters not related to the
purposes of the Act or the administration of the Exchange.\317\ The
proposal relates to the Exchange's corporate governance standards for
listed companies. As discussed above, ``[t]he Commission has long
encouraged exchanges to adopt and strengthen their corporate governance
listing standards in order to, among other things, enhance investor
confidence in the securities markets.'' \318\ And because ``it is not
always feasible to define . . . every practice which is inconsistent
with the public interest or with the protection of investors,'' the Act
leaves to SROs ``the necessary work'' of rulemaking pursuant to Section
6(b)(5).\319\
---------------------------------------------------------------------------

    \317\ See 15 U.S.C. 78f(b)(5).
    \318\ See Order Approving Proposed Rule Changes, 68 FR at
64,161.
    \319\ See Heath v. SEC, 586 F.3d 122, 132 (2d Cir. 2009) (citing
Avery v. Moffat, 55 N.Y.S.2d 215, 228 (Sup. Ct. 1945)).
---------------------------------------------------------------------------

    Nasdaq recognizes that U.S. states are increasingly proposing and
adopting board diversity requirements, and because corporations are
creatures of state law, some market participants may believe that such
regulation is best left to states. However, Nasdaq considered that
certain of its listing rules related to corporate governance currently
relate to areas that are also regulated by states. For example, states
impose standards related to quorums \320\ and shareholder approval of
certain transactions,\321\ which also are regulated under Nasdaq's
listing rules.\322\ Nasdaq has adopted rules relating to such matters
to ensure uniformity of such rules among its listed companies.
Similarly, Nasdaq believes that the proposed rule will create
uniformity among listed companies by helping to assure investors that
all non-exempt companies have at least two Diverse directors on their
board or publicly describe why they do not.
---------------------------------------------------------------------------

    \320\ See, e.g., 8 Del. Code Sec.  216 (providing that a quorum
at a shareholder's meeting shall consist of no less than \1/3\ of
the shares entitled to vote at such meeting).
    \321\ See, e.g., id. Sec. Sec.  251, 271 (providing that
shareholder approval by a majority of the outstanding voting shares
entitled to vote is required for mergers and the sale of all or
substantially all of a corporation's assets).
    \322\ See, e.g., Nasdaq Rulebook, Rules 5620(c) and 5635(a).
---------------------------------------------------------------------------

    Further, Nasdaq believes the proposal will enhance investor
confidence that listed companies that have two Diverse directors are
considering the perspectives of more than one demographic group,
leading to robust dialogue and better decision making, as well as the
other corporate governance benefits of diverse boards discussed above
in Section II.A.1.II. To the extent companies choose to disclose their
reasons for not meeting the diversity objectives of Rule 5605(f)(2)
pursuant to Rule 5605(f)(3), Nasdaq believes that such disclosure will
improve the quality of information available to investors who rely on
this information to make an informed voting decision, thereby promoting
capital formation and efficiency. It has been the Exchange's
longstanding principle that ``Nasdaq stands for integrity and ethical
business practices in order to enhance investor confidence, thereby
contributing to the financial health of the economy and supporting the
capital formation process.'' \323\
---------------------------------------------------------------------------

    \323\ Id., Rule 5101.
---------------------------------------------------------------------------

    In addition, as discussed in Section II.A.1.I, in passing Section
342 of the Dodd-Frank Act, Congress recognized the need to respond to
the lack of diversity in the financial services industry, and the
Standards designed by the Commission and other financial regulators
provide a framework for addressing that industry challenge. The
Standards themselves identify several focus areas, including the
importance of ``Organizational Commitment,'' which speaks to the
critical role of senior leadership--including boards of directors--in
promoting diversity and inclusion across an organization. In addition,
like the proposed rule, the Standards also consider ``Practice to
Promote Transparency,'' and recognize that transparency is a key
component of any diversity initiative. Specifically, the Standards
provide that the ``transparency of an entity's diversity and inclusion
program promotes the objectives of Section 342,'' and also is important
because it provides the public with necessary information to assess an
entity's diversity policies and practices.\324\
---------------------------------------------------------------------------

    \324\ Final Interagency Policy Statement Establishing Joint
Standards for Assessing the Diversity Policies and Practices of
Entities Regulated by the Agencies, 80 FR 33,016 (June 10, 2015).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule will impose
any burden on competition not necessary or appropriate in furtherance
of the purposes of the Act. Nasdaq reviewed requirements related to
board diversity in two dozen foreign jurisdictions, and almost every
jurisdiction imposes diversity-focused requirements on listed
companies, either through a securities exchange, financial regulator or
the government. Nasdaq competes for listings globally, including in
countries that have implemented a more robust regulatory reporting
framework for diversity and ESG disclosures. Currently in the U.S., the
Long Term Stock Exchange (``LTSE''), which includes a number of
sponsors which have investment businesses, has communicated to
institutional investors that it that it seeks to distinguish itself by
focusing on corporate governance, including, for example, diversity and
inclusion. Under Rule 14.425, companies listed on LTSE must adopt and
publish a long-term stakeholder policy that explains, among other
things, ``the Company's approach to diversity and inclusion.'' \325\
---------------------------------------------------------------------------

    \325\ See Long-Term Stock Exchange Rule Book, Rule 14.425.

---------------------------------------------------------------------------

I. Board Statistical Disclosure
    The Exchange does not believe that proposed Rule 5606 will impose
any burden on competition not necessary or appropriate in furtherance
of the purposes of the Act. Specifically, the Exchange believes that
the adoption of Rule 5606 will not impose any undue burden on
competition among listed companies for the reasons set forth below.
    With a few exceptions, all companies would be required to make the
same disclosure of their board-level statistical information. The
average board size of a company that is currently listed on the
Exchange is eight directors. Although a company would be required to
disclose its board-level statistical data, directors may choose to opt
out rather than reveal their diversity characteristics to their
company. A company would identify such directors in the ``Undisclosed''
category. For directors who voluntarily disclose their diversity
characteristics, the company would collect their responses and disclose
the information in either the company's proxy statement, information
statement of shareholder meeting or on the company's website, using
Nasdaq's required format. While the time and economic burden may vary
based on a company's board size, Nasdaq does not believe there is any
significant burden associated with gathering, preparing and reporting
this data. Therefore, Nasdaq believes that there will be a de minimis
time and economic burden on listed companies to collect and disclose
the diversity statistical data.
    Some investors value demographic diversity, and list it as an
important factor influencing their director voting decisions.\326\
Investors have stated that consistent data would make its collection
and analysis easier and more equitable for investors that are not large
enough to demand or otherwise access individualized disclosures.\327\
Therefore, Nasdaq believes that any burden placed on companies to
gather and disclose their board-level diversity statistics is
counterbalanced by the benefits that the information will provide to a
company's investors.
---------------------------------------------------------------------------

    \326\ See Hunt et al., supra note 26.
    \327\ See Petition for Rulemaking, supra note 123, at 2.
---------------------------------------------------------------------------

    Moreover, as discussed above, most listed companies are required to
submit an annual EEO-1 Report, which provides statistical data related
to race and gender data among employees similar to the data required
under proposed Rule 5606(a). Because most companies are already
collecting similar information annually to satisfy their EEOC
requirement, Nasdaq does not believe that adding directors to the
collection will place a significant burden on these companies.
Additionally, the information requested from Foreign Issuers is limited
in scope and therefore does not impose a significant burden on them.
    Nasdaq faces competition in the market for listing services.
Proposed Rule 5606 reflects that competition, but it does not impose
any burden on competition with other exchanges. As discussed above,
investors have made clear their desire for greater transparency into
public companies' board-level diversity as it relates to gender
identity, race, and ethnicity. Nasdaq believes that the proposed rule
will enhance the competition for listings. Other exchanges can set
similar requirements for their listed companies, thereby increasing
competition to the benefit of those companies and their shareholders.
Accordingly, Nasdaq does not believe the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.
II. Diverse Board Representation or Explanation
    Nasdaq believes that proposed Rule 5605(f) will not impose burdens
on competition among listed companies because the Exchange has
constructed a framework for similarly-situated companies to satisfy
similar requirements (i.e., Foreign Issuers, Smaller Reporting
Companies and other companies), and has provided all companies with the
choice of satisfying the requirements of Rule 5605(f)(2) by having at
least two Diverse directors, or by explaining why they do not. Nasdaq
believes that this will avoid imposing undue costs or burdens on
companies that, for example, cannot afford to compensate an additional
director or believe it is not appropriate, feasible or desirable to
meet the diversity objectives of Rule 5605(f) based on the company's
particular circumstances (for example, the company's size, operations
or current board composition). Rather than requiring a company to
divert resources to compensate an additional director, and place the
company at a competitive disadvantage with its peers, the rule provides
the flexibility for such company to explain why it does not meet the
diversity objective.
    The cost of identifying director candidates can range from nothing
or a nominal fee (via personal, work or school-related networks, or
board affinity organizations, as well as internal research by the
corporate secretary's team) to amounts that can vary widely depending
on the specific search firm and the size of the company. Some industry
observers estimate board searches for independent directors cost about
one-third of a director's annual compensation, while others estimate it
costs between $75,000 and $150,000. The underlying figures vary; for
example, one search firm generally charges $25,000 to $50,000. Nasdaq
observes that total annual director compensation can range widely;
median director pay is estimated at $134,000 for Russell 3000 companies
and $232,000 for S&P 500 companies. Moreover, there is a wider range of
underlying compensation amounts. For example, Russell 3000 directors
may receive approximately $32,600 (10th percentile), or up to $250,000
(90th percentile) or more. S&P 500 directors may receive approximately
$100,000 (10th percentile) or up to $310,000 (90th percentile) or
more.\328\ Most, if not all, of these costs would be borne in any event
in the search for new directors regardless of the proposed rule. While
the proposed rule might lead some companies to search for director
candidates outside of already established networks, the incremental
costs of doing so would be tied directly to the benefit of a broader
search.
---------------------------------------------------------------------------

    \328\ Total annual director compensation varies by compensation
elements and structure as well as amount, which is generally based
on the size, sector, maturity of the company, and company specific
situation. See Mark Emanuel et al., Semler Brossy and the Conference
Board, Director Compensation Practices in the Russell 3000 and S&P
500 (2020 ed.), available at https://conferenceboard.esgauge.org/directorcompensation/report.
---------------------------------------------------------------------------

    To reduce costs for companies that do not currently meet the
diversity objectives of Rule 5605(f)(2), Nasdaq is proposing to provide
listed companies that have not yet met their diversity objectives with
free access to a network of board-ready diverse candidates and a tool
to support board evaluation, benchmarking and refreshment. This
offering is designed to ease the search for diverse nominees and reduce
the costs on companies that choose to meet the diversity objectives of
Rule 5605(f)(2). Nasdaq is contemporaneously submitting a rule filing
to the Commission regarding the provision of such services. Nasdaq also
plans to publish FAQs on its Listing Center to provide guidance to
companies on the application of the proposed rules, and to establish a
dedicated mailbox for companies and their counsel to email additional
questions to Nasdaq regarding the application of the proposed rule.
Nasdaq believes that these services will

help to ease the compliance burden on companies whether they choose to
meet the listing rule's diversity objectives or provide an explanation
for not doing so.
    Nasdaq also has structured the proposed rule to provide companies
with at least four years from the Approval Date to satisfy Rule
5605(f)(2) so that companies do not incur immediate costs striving to
meet the diversity objectives of Rule 5605(f)(2). Nasdaq also has
reduced the compliance burden on Smaller Reporting Companies and
Foreign Issuers by providing them with additional flexibility when
satisfying the requirement related to the second Diverse director.
Smaller Reporting Companies could satisfy the proposed diversity
objective to have two Diverse directors under Rule 5605(f)(2)(C) with
two Female directors. Like other companies, Smaller Reporting Companies
also could satisfy the second director objective by including an
individual who self-identifies as an Underrepresented Minority or a
member of the LGBTQ+ community. Foreign Issuers could satisfy the
second director objective by including another Female director, or an
individual who self-identifies as LGBTQ+ or an underrepresented
individual based on national, racial, ethnic, indigenous, cultural,
religious or linguistic identity in the company's home country
jurisdiction. Nasdaq has further reduced the compliance burdens on
companies listed on the Nasdaq Capital Market tier by providing them
with five years from the Approval Date to satisfy Rule 5605(f)(2),
recognizing that such companies may face additional challenges and
resource constraints when identifying additional director nominees who
self-identify as Diverse.
    For the foregoing reasons, Nasdaq does not believe that proposed
Rule 5605(f) will impose any burden on competition among issuers that
is not necessary or appropriate in furtherance of the purposes of the
Act. Further, Nasdaq does not believe the proposed rule will impose any
burden on competition among listing exchanges. As described above,
Nasdaq competes with other exchanges globally for listings, including
exchanges based in jurisdictions that have implemented disclosure
requirements related to diversity. Within the United States, LTSE
requires listed companies to adopt and publish a long-term stakeholder
policy that explains, among other things, ``the Company's approach to
diversity and inclusion.'' \329\ Other listing venues within the United
States may propose to adopt rules similar to LTSE's requirements or the
Exchange's proposal if they believe companies would prefer to list on
an exchange with diversity-related listing standards.
---------------------------------------------------------------------------

    \329\ See Long-Term Stock Exchange Rule Book, Rule 14.425.
---------------------------------------------------------------------------

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NASDAQ-2020-081 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2020-081. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NASDAQ-2020-081, and should be submitted
on or before January 4, 2021.
---------------------------------------------------------------------------

    \330\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\330\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-27091 Filed 12-10-20; 8:45 am]
BILLING CODE 8011-01-P


                    UNITED STATES OF AMERICA

            DEPARTMENT OF TRANSPORTATION

                    OFFICE OF THE SECRETARY

                             WASHINGTON, DC

                               Issued by the Department of
Transportation on January 11, 2005

                         NOTICE OF ACTION TAKEN -- DOCKET OST-2003-15191

________________________________________________________________________
______________

This serves as notice to the public of the action described below, taken
by the Department official indicated (no additional confirming order
will be issued in this matter).

Joint Application of    Northwest Airlines, Inc. (and its affiliate
Mesaba Aviation, Inc., d/b/a Northwest Airlink) and KLM Royal Dutch
Airlines      filed  5/6/04 to:

XX  Amend exemption under 49 U.S.C. 40109

XX  Amend statements of authorization under 14 CFR Part 212 for
Northwest and KLM

The Joint Applicants request that the Department amend conditions
applicable to Northwest’s already authorized exemption authority
granted by Notice of Action Taken dated July 11, 2003, (in this docket)
so as to align the code-share authority and notice procedures applicable
to Northwest and KLM with the code-share authority and notice procedures
adopted by the Department in approving the code-share by American and
British Airways, as set forth in Order 2003-5-33 (Docket
OST-2002-13861).  Specifically, the Joint Applicants request that
condition (2) of Northwest’s exemption authority be deleted so as not
to limit the authority to only countries with which the United States
has signed open-skies agreements and/or countries with which the carrier
holds authority to serve under certificates or exemptions issued by the
Department, and for which it holds route integration authority.  The
Joint Applicants further request that footnote 5 to the July 11, 2002
Notice of Action Taken relating to statements of authorization granted
to Northwest/Mesaba and KLM be amended to read in its entirety as
follows:  “The notice referenced in condition (1) above may be used
for this notification.”  With this change, Northwest would not need to
request additional exemption authority from the Department to serve new
countries under its code-share arrangement with KLM, but would still be
required to file 30-day advance notice with the Department before
commencing such services.

Applicant reps:   Megan Rae Rosia<PHONE_NUMBER>--NW   DOT Analyst:
Sylvia Moore<PHONE_NUMBER>

                            Paul V. Mifsud<PHONE_NUMBER>--KLM

D I S P O S I T I O N

XX  Granted (see remarks below)

The amended exemption authority granted was effective when taken:
January 11, 2005, through  July 11, 2005 (coextensive with the authority
granted on July 11, 2003.)

The amended statements of authorization granted were effective when
taken:  January 11, 2005, and will remain in effect indefinitely,
subject to the conditions listed below:

Action taken by:  Paul L. Gretch, Director

		  Office of International Aviation

2

XX  The authority granted is consistent with the aviation agreement
between the United States and the Netherlands.

Except to the extent exempted or waived, this authority is subject to
the terms, conditions, and limitations indicated:

	XX Holder’s Foreign Air Carrier Permit (KLM)

	XX Holder’s Certificate of Public Convenience and Necessity
(Northwest)

	XX Standard Exemption Conditions (attached)

Remarks:  We have amended Northwest’s exemption granted by the Notice
of Action Taken of July 11, 2003, in this docket by deleting condition
(2) of the Notice and have modified footnote 5 of the Notice as
requested by the Joint Applicants in their present submission.  With our
action here, the requirements applicable to Northwest and KLM with
respect to services to new countries under their code-share arrangement
are aligned with those applicable to American and British Airways under
Order 2003-5-33.

________________________________________________________________________
_____________

On the basis of data officially noticeable under Rule 24(n) of the
Department’s regulations, we found the applicants qualified to provide
the services authorized.

Under authority assigned by the Department in its regulations, 14 CFR
Part 385, we found that (1) our action was consistent with Department
policy; (2) grant of the authority was consistent with the public
interest; and (3) grant of the authority would not constitute a major
regulatory action under the Energy Policy and Conservation Act of 1975.
To the extent not granted, we denied all requests in the referenced
Docket.  We may amend, modify, or revoke the authority granted in this
Notice at any time without hearing at our discretion.

Persons entitled to petition the Department for review of the action set
forth in this Notice under the Department’s regulations, 14 CFR
§385.30, may file their petitions within seven (7) days after the date
of issuance of this Notice.  This action was effective when taken, and
the filing of a petition for review will not alter such effectiveness.

An electronic version of this document is available on the World Wide
Web at:

http://dms.dot.gov//reports/reports_aviation.asp.

			Attachment

U.S. Carrier Exemption Conditions

In the conduct of the operations authorized, the U.S. carrier
applicant(s) shall:

(1)  Hold at all times effective operating authority from the government
of each country served;

(2)  Comply with applicable requirements concerning oversales contained
in 14 CFR 250 (for scheduled operations, if authorized);

(3)  Comply with the requirements for reporting data contained in 14 CFR
241;

(4)  Comply with requirements for minimum insurance coverage, and for
certifying that coverage to the Department, contained in 14 CFR 205;

(5)  Except as specifically exempted or otherwise provided for in a
Department Order, comply with the requirements of 14 CFR 203, concerning
waiver of Warsaw Convention liability limits and defenses;

(6)  Comply with all applicable requirements of the Federal Aviation
Administration and with all applicable U.S. Government requirements
concerning security, including, but not limited to, 49 CFR Part 1544.
To assure compliance with all applicable U.S. Government requirements
concerning security, the holder shall, before commencing any new service
(including charter flights) to or from a foreign airport, contact its
International Principal Security Inspector (IPSI) to advise the IPSI of
its plans and to find out whether the Transportation Security
Administration has determined that security is adequate to allow such
airport(s) to be served; and

(7)  Comply with such other reasonable terms, conditions, and
limitations required by the public interest as may be prescribed by the
Department of Transportation, with all applicable orders and regulations
of other U.S. agencies and courts, and with all applicable laws of the
United States.

The authority granted shall be effective only during the period when the
holder is in compliance with the conditions imposed above.

									05/2004


[Federal Register Volume 75, Number 140 (Thursday, July 22, 2010)]
[Notices]
[Pages 42727-42728]
[FR Doc No: 2010-17880]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP10-470-000]

El Paso Natural Gas Company; Notice of Application

July 15, 2010.
    Take notice that on July 13, 2010, El Paso Natural Gas Company (El
Paso), P.O. Box 1087, Colorado Springs, Colorado 80944, filed in Docket
No. CP10-470-000, an application pursuant to section 7 of the Natural
Gas Act (NGA) and Part 157 of the Commission's regulations, requesting
authorization to construct and operate replacement pipeline segments
across the San Francisco River in Greenlee County, Arizona, all as more
fully set forth in the application which is on file with the Commission
and open to public inspection. This filing may also be viewed on the
Commission's Web site at http://www.ferc.gov using the ``eLibrary''
link. Enter the docket number, excluding the last three digits, in the
docket number field to access the document. For assistance, call (866)
208-3676 or TTY,<PHONE_NUMBER>.
    Any questions regarding this application should be directed to
Susan C. Stires, Director, Regulatory Affairs, El Paso Natural Gas
Company, P.O. Box 1087, Colorado Springs, Colorado 80944, or by calling
(719) 667-7514 (telephone) or<PHONE_NUMBER> (fax),
<EMAIL_ADDRESS>or to Craig V. Richardson, Vice
President and General Counsel, El Paso Natural Gas Company, P.O. Box
1087, Colorado Springs, Colorado 80944, or by calling<PHONE_NUMBER>
(telephone) or<PHONE_NUMBER> (fax<EMAIL_ADDRESS>    Pursuant to section 157.9 of the Commission's rules, 18 CFR 157.9,
within 90 days of this Notice the Commission staff will either:
Complete its environmental assessment (EA) and place it into the
Commission's public record (eLibrary) for this proceeding, or issue a
Notice of Schedule for Environmental Review. If a Notice of Schedule
for Environmental Review is issued, it will indicate, among other
milestones, the anticipated date for the Commission staff's issuance of
the final environmental impact statement (FEIS) or EA for this
proposal. The filing of the EA in the Commission's public record for
this proceeding or the issuance of a Notice of Schedule for
Environmental Review will serve to notify federal and state agencies of
the timing for the completion of all necessary reviews, and the
subsequent need to complete all federal authorizations within 90 days
of the date of issuance of the Commission staff's FEIS or EA.
    There are two ways to become involved in the Commission's review of
this project. First, any person wishing to obtain legal status by
becoming a party to the proceedings for this project should, on or
before the comment date stated below, file with the Federal Energy
Regulatory Commission, 888 First Street, NE., Washington, DC 20426, a
motion to intervene in accordance with the requirements of the
Commission's Rules of Practice and Procedure (18 CFR 385.214 or
385.211) and the Regulations under the NGA (18 CFR 157.10). A person
obtaining party status will be placed on the service list maintained by
the Secretary of the Commission and will receive copies of all
documents filed by the applicant and by all other parties. A party must
submit 14 copies of filings made with the Commission and must mail a
copy to

the applicant and to every other party in the proceeding. Only parties
to the proceeding can ask for court review of Commission orders in the
proceeding.
    However, a person does not have to intervene in order to have
comments considered. The second way to participate is by filing with
the Secretary of the Commission, as soon as possible, an original and
two copies of comments in support of or in opposition to this project.
The Commission will consider these comments in determining the
appropriate action to be taken, but the filing of a comment alone will
not serve to make the filer a party to the proceeding. The Commission's
rules require that persons filing comments in opposition to the project
provide copies of their protests only to the party or parties directly
involved in the protest.
    Persons who wish to comment only on the environmental review of
this project should submit an original and two copies of their comments
to the Secretary of the Commission. Environmental commenters will be
placed on the Commission's environmental mailing list, will receive
copies of the environmental documents, and will be notified of meetings
associated with the Commission's environmental review process.
Environmental commenters will not be required to serve copies of filed
documents on all other parties. However, the non-party commenters will
not receive copies of all documents filed by other parties or issued by
the Commission (except for the mailing of environmental documents
issued by the Commission) and will not have the right to seek court
review of the Commission's final order.
    Motions to intervene, protests and comments may be filed
electronically via the internet in lieu of paper; see, 18 CFR
385.2001(a)(1)(iii) and the instructions on the Commission's Web site
under the ``e-Filing'' link. The Commission strongly encourages
electronic filings.
    Comment Date: July 29, 2010.

Kimberly D. Bose,
Secretary.
[FR Doc. 2010-17880 Filed 7-21-10; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 83, Number 206 (Wednesday, October 24, 2018)]
[Notices]
[Page 53689]
[FR Doc No: 2018-23199]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

Proposed Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736.

Extension:
    Rules 17h-1T and 17h-2T, SEC File No. 270-359, OMB Control No.
3235-0410.

    Notice is hereby given that pursuant to the Paperwork Reduction Act
of 1995 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') is soliciting comments on the existing
collection of information provided for in Rules 17h-1T and 17h-2T (17
CFR 240.17h-1T and 17 CFR 240.17h-2T), under the Securities Exchange
Act of 1934 (15 U.S.C. 78a et seq.). The Commission plans to submit
this existing collection of information to the Office of Management and
Budget (``OMB'') for extension and approval.
    Rule 17h-1T requires a covered broker-dealer to maintain and
preserve records and other information concerning certain entities that
are associated with the broker-dealer. This requirement extends to the
financial and securities activities of the holding company, affiliates
and subsidiaries of the broker-dealer that are reasonably likely to
have a material impact on the financial or operational condition of the
broker-dealer. Rule 17h-2T requires a covered broker-dealer to file
with the Commission quarterly reports and a cumulative year-end report
concerning the information required to be maintained and preserved
under Rule 17h-1T.
    The collection of information required by Rules 17h-1T and 17h-2T,
collectively referred to as the ``risk assessment rules'', is necessary
to enable the Commission to monitor the activities of a broker-dealer
affiliate whose business activities are reasonably likely to have a
material impact on the financial and operational condition of the
broker-dealer. Without this information, the Commission would be unable
to assess the potentially damaging impact of the affiliate's activities
on the broker-dealer.
    There are currently 285 respondents that must comply with Rules
17h-1T and 17h-2T. Each of these 285 respondents are estimated to
require 10 hours per year to maintain the records required under Rule
17h-1T, for an aggregate estimated annual burden of 2,850 hours (285
respondents x 10 hours). In addition, each of these 285 respondents
must make five annual responses under Rule 17h-2T. These five responses
are estimated to require 14 hours per respondent per year for an
aggregate estimated annual burden of 3,990 hours (285 respondents x 14
hours).
    In addition, new respondents must draft an organizational chart
required under Rule 17h-1T and establish a system for complying with
the risk assessment rules. The staff estimates that drafting the
required organizational chart requires one hour and establishing a
system for complying with the risk assessment rules requires three
hours. Based on the reduction in the number of filers in recent years,
the staff estimates there will be zero new respondents, and thus, a
corresponding estimated burden of zero hours for new respondents. Thus,
the total compliance burden per year is approximately 6,840 burden
hours (2,850 hours + 3,990 hours).
    Written comments are invited on: (a) Whether the proposed
collection of information is necessary for the proper performance of
the functions of the Commission, including whether the information will
have practical utility; (b) the accuracy of the Commission's estimate
of the burden of the collection of information; (c) ways to enhance the
quality, utility, and clarity of the information collected; and (d)
ways to minimize the burden of the collection of information on
respondents, including through the use of automated collection
techniques or other forms of information technology. Consideration will
be given to comments and suggestions submitted in writing within 60
days of this publication.
    An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information under the PRA unless it
displays a currently valid OMB control number.
    Please direct your written comments to: Charles Riddle, Acting
Director/Chief Information Officer, Securities and Exchange Commission,
c/o Candace Kenner, 100 F Street NE, Washington, DC 20549, or send an
email to: [email protected].

    Dated: October 19, 2018.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-23199 Filed 10-23-18; 8:45 am]
 BILLING CODE 8011-01-P