Guidance for Listed Companies
12 Jan 2015
Section 810 Forms
The Section 810 written affirmations can be submitted electronically via email to NYSEMKTCorpGov@nyse.com. Questions can be directed to +1 212 656 4542.
The below NYSE MKT Written Affirmations and CEO Certification forms are interactive. The forms must be saved to a local desktop drive before the work completed within the forms can be saved.
Please refer to the 2.5.15 Corporate Governance: Certification Requirements for more information.
FOREIGN PRIVATE ISSUERS
OPEN & CLOSED - END ISSUERS
Recent and Pending Corporate Governance Rule Changes
The most recent and pending corporate governance rule changes are available in the Rule Filings section of this site. For information related to the Exchange?s corporate governance requirements please refer to Part 8 of the Company Guide. Questions regarding corporate governance requirements should be directed to your corporate compliance analyst:Northeast
P:+1 212 656 4542 Central and Mid-Atlantic
P:+1 212 656 5846 West and Southeast
P:+1 212 656 4218
01 Oct 2014
26 Sep 2014
The NYSE and the NYSE Foundation support a number of programs that offer continuing education to directors and other executives of publicly traded companies.
The following organizations provide materials and courses for directors' education:
Companies listed on NYSE MKT are subject to various reporting requirements. Summarized below is a guide to filing requirements, annual reports, and news dissemination.
Guide to Filing Requirements
Section 1101 of NYSE MKT Company Guide
A company having a security listed on the NYSE MKT must make all required filings on a timely basis with the Securities and Exchange Commission (SEC) (or other appropriate regulatory agency) and also file copies with the Exchange. With the exception of annual reports to shareholders, which must be filed with the Exchange in hard copy, a company will have satisfied this requirement if it electronically submits its filings to the SEC through EDGAR.
The Exchange also requires timely notice and written confirmation of various corporate actions including record dates, dividends, proposed amendments to and certified copies of the issuer's certificate of incorporation, bylaws or similar organization documents and all material sent to shareholders or released to the press. For questions, please call the Listed Qualifications department at 212-656-4217.
An issuer is strongly encouraged to consult with its SEC counsel on filing requirements.
Guide to Annual Reports
Section 610-616 of NYSE MKT Company Guide
A company listed on the NYSE MKT is required to publish and furnish to its shareholders (or to holders of any other listed security when its common stock is not listed on a national securities exchange) an annual report containing audited financial statements prepared in conformity with the requirements of the SEC. The company must disclose in its annual report to security holders, for the year covered by the report: (a) the number of unoptioned shares available at the beginning and at the close of the year for the granting of options under an option plan; and (b) any changes in the exercise price of outstanding options, through cancellation and reissuance or otherwise, except price changes resulting from the normal operation of antidilution provision of options. Three copies of the report must be filed with the Exchange.
Annual reports must be sent to shareholders and filed with the Exchange at least ten days in advance of the annual meeting of shareholders, and not later than four months after the close of the last preceding fiscal year of the company.
Guide to News Dissemination
Section 401-404 of NYSE MKT Company Guide
The NYSE MKT considers that the conduct of a fair and orderly market requires every listed company to make available to the public information necessary for informed investing and to take reasonable steps to ensure that all who invest in its securities enjoy equal access to such information. Listed companies must fax press releases prior to issuance to the Exchange's Stock Watch Department at 212-306-1488.
The following is a summary of the Exchange's disclosure policies:
- Immediate public disclosure of material information?A listed company is required to make immediate public disclosure of all material information concerning its affairs, except in unusual circumstances
- Thorough public dissemination?A listed company is required to release material information to the public in a manner designed to obtain the widest possible public dissemination
- Clarification or confirmation of rumors and reports?Whenever a listed company becomes aware of a rumor or report, true of false, that contains information that is likely to have, or has had, an effect on the trading in its securities, or would be likely to have a bearing on investment decisions, the company is required to publicly clarify the rumor or report as promptly as possible
- Response to unusual market action?Whenever unusual market action takes place in a listed company's securities, the company is expected to make inquiry to determine whether rumors or other conditions requiring corrective action exist and, if so, to take whatever action is appropriate
- Unwarranted promotional disclosure?A listed company should refrain from promotional disclosure activity which exceeds that necessary to enable the public to make informed investment decisions
- Insider trading?Insiders should not trade on the basis of material information which is not known to the investing public. Moreover, insiders should refrain from trading, even after material information has been released to the press and other media, for a period sufficient to permit thorough public dissemination and evaluation of the information
- Receipt of Written Delisting Notice?A company is required to publicly disclose that it has received a written notice indicating that the Exchange has determined to remove the company's securities from listing (or unlisted trading) as a result of non-compliance with the continued listing requirements
- be factual, clear, and succinct
- contain sufficient quantitative information to allow investors to evaluate its relative importance to the activities of the company
- be balanced and fair
- avoid over technical language, and should be expressed to the extent possible in language comprehensible to the layman
- explain, if the consequences or effects of the information on the company's future prospects cannot be assessed, why this is so
- clarify and point out any reasonable alternatives where the public announcement undertakes to interpret information disclosed
The following is a summary of the Exchange's requirements for public announcements. Each press release or other public announcement should:
The requirement of the federal securities laws must also be carefully considered in the preparation of public announcements.
Removals From Listings
Each trading day, the NYSE MKT publishes two lists of issues pending delisting from the Exchange:
An issue is added to this list upon the Exchange's filing of a Form 25 with the SEC and remains posted until the application to delist the issue becomes effective with the SEC (generally 10 days).
An issue is added to this list one business day after the exchange is notified of the issuer's intent to voluntarily withdraw its listing by filing a Form 25 with the SEC, and remains posted until the issuer's application to delist becomes effective with the SEC.