Board Diversity Matrix
(Foreign Issuers, Nasdaq)

Summary

This template is used to disclose, as part of a proxy statement, diversity information for a foreign issuer's board of directors. Nasdaq Rule 5605(f) requires that foreign issuers disclose such information or, if they do not meet the diversity requirements, to explain why they do not. This template includes practical guidance and drafting notes. Foreign issuers must have (or explain why they do not have) at least two directors who meet the definition of "Diverse", including at least one who self-identifies as female and one who identifies as an underrepresented minority (see the third bullet point below) or LGBTQ+. Nasdaq Rule 5605(f) defines a "foreign issuer as "(a) a Foreign Private Issuer (as defined in [Nasdaq] Rule 5005(a)(19)); or (b) a company that (i) is considered a "foreign issuer" under Rule 3b-4(b) under the [Securities Exchange] Act [of 1934, as amended] and (ii) has its principal executive offices located outside of the United States." The definition of "Diverse" is slightly different for foreign issuers as compared to domestic ones, comprising individuals who self-identify as one or more of the following: • Female • LGBTQ+ • An underrepresented individual, based on national, racial, ethnic, indigenous, cultural, religious, or linguistic identity in the country of the company's principal executive offices For boards of five or fewer people, Rule 5605(f)(2)(D) only requires foreign issuers to have, or explain why they do not have, one director meeting the definition of Diverse. Exemptions from this rule are found in Rule 5605(f)(4). Beginning August 8, 2022, these rules phase in for both initial compliance and full compliance according to which Nasdaq market the company is a part of, the date on which it files its proxy statement, and whether it will be disclosing why it does not have at least one or two (as applicable) diverse directors. For phase-in information, see Board Diversity Considerations In Light Of New Nasdaq Rules. For a full listing of related proxy statement and annual meeting content, see Proxy Statement and Annual Meeting Resource Kit. For information about proxy statements and exchange compliance in general, see the Proxy Statement and Annual Meeting Resource Kit, the Nasdaq Continued Listing Requirements Table and NYSE and Nasdaq Listing Requirements Compliance. For a full listing of related proxy statement and annual meeting content, see Proxy Statement and Annual Meeting Resource Kit. Update: On December 11, 2024, the Court of Appeals for the Fifth Circuit held in a 9-8 en banc opinion that the SEC's approval of the Nasdaq Stock Exchange's board diversity disclosure requirements was unconstitutional. All. for Fair Bd. Recruitment v. SEC, 2024 U.S. App. LEXIS 31475. Although The Nasdaq Stock Exchange is a private entity, the majority found that the SEC's order approving the rules was not related to the purpose of protecting investors and the public interest. As of December 12, 2024, the Securities Exchange Commision (SEC) is reviewing the decision and will determine next steps.