Issue |
NASDAQ
"Independent Director" |
NYSE
“ Independent Director” |
Rule
16b-3“Non-Employee
Director” |
IRC 162(m)“Outside
Director” |
| Employment or Similar Relationship |
Employed by company, parent or sub w/in last 3 yearsFamily member has
been employed as executive officer of company, parent or sub w/in last
3 years |
Same as NASDAQ |
Current employee or officer of issuer, parent or sub |
Current employee, or former employee who receives compensation for
prior services (other than under tax-qualified retirement plan) Current
or former officer |
| Other Affiliations |
Board interlock in which director is exec. officer of another entity
where, during any time in last 3 yrs, an exec. officer of company served
on other entity’s comp. comm.Director is partner of outside auditor
or was partner or employee of auditor who worked on company’s audit
at any time during past 3 yearsAny relationship that would interfere
with independent exercise of judgment, as determined by the Board |
Board interlock in which director or family member is exec. officer
of another entity where, during any time in last 3 yrs, an exec. officer
of company served on other entity’s comp. comm.Affiliated with
or employed by, or immediate family member is affiliated with or employed
in a professional capacity by, a present or former internal or external
auditor at any time during past 3 yearsAny material relationship, as
determined by the Board |
|
|
| Remuneration |
Director or family member has accepted > $60k from company, parent
or sub during current or last 3 fiscal years, subject to ltd. exceptions
including:
- payments for board or committee service
- comp
to family member who is non-executive employee
- benefits
under tax-qualified retirement plan
|
Director or family member has received more than $100,000 in compensation
from company, parent or sub during any of last 3 years other than payments
for board or committee service or deferred comp for past service |
Receives > $60k in direct or indirect comp from issuer, parent or
sub for services rendered in any non-director capacity |
Receives direct or indirect remuneration from issuer in any capacity
other than as director, including the following paid to another entity:
- remuneration
paid to entity in which director owns majority interest
- remuneration > lesser
of 5% of entity’s gross revenue or $60,000, where director
owns 5%-or-greater equity interest or is employed or self-employed
in any
capacity other than as director
|
| Related Party Transactions |
Director or family member is partner, controlling shareholder or exec
officer of any for-profit or non-profit org that has made pmts. to company
or received pmts. from company > the greater of 5% of recipient’s
gross revenues or $200k during current or past 3 fiscal years, subj.
to ltd. exceptions |
Director is exec. officer or employee, or immediate family member is
exec. officer, of a company that makes payments to, or receives payments
from, the company in amt. which, in any of last 3 fiscal years, > greater
of $1 million, or 2% of such other company’s gross revenues. |
Has interest in any transaction that would need to be disclosed as
a related-party transaction under S K 404(a) (i.e., involves amount > $60k),
or is involved in any relationship that would need to be disclosed under
S K 404(b) (e.g., director is executive or 10% owner of major customer,
vendor or creditor, or is member of law firm retained by company or partner
or exec. officer of investment bank performing services for company) |
|
| Special Requirements for Audit Committee Members |
No non-director comp.Not an “affiliated person” other than
as directorHas not participated in prep. of company’s financials
in last three years |
Same as NASDAQ |
|
|