Does NASDAQ require its listed companies to adopt a Code of Conduct?
Yes. NASDAQ listed companies are required to have a code of conduct that is applicable to all directors, officers and employees. The code of conduct must meet the definition of a “code of ethics” as set forth in Section 406(c) of the Sarbanes-Oxley Act of 2002. The code of conduct must be publicly available. In addition, any waivers of the code for directors or Executive Officers must be approved by the Board. Companies, other than Foreign Private Issuers, shall disclose such waivers within four business days by filing a current report on Form 8-K with the Commission or, in cases where a Form 8-K is not required, by distributing a press release. Foreign Private Issuers shall disclose such waivers either by distributing a press release or including disclosure in a Form 6-K or in the next Form 20-F or 40-F. Alternatively, a company, including a Foreign Private Issuer, may disclose waivers on the company’s website in a manner that satisfies the requirements of Item 5.05(c) of Form 8-K.
Related Questions
- Does the code of conduct required under the Mass. Rules follow the standards in the PhRMA and AdvaMed Codes for financial relationships with physicians?
- Does the company protect employees who raise concerns that require a review of Code of Business Conduct policies and procedures?
- Who or which institution enforces the Code of Conduct and ensures its effectiveness?
