This excerpt taken from the NDAQ DEF 14A filed Apr 21, 2006.
The Nasdaq board has adopted corporate governance guidelines, which set forth a flexible framework within which the board of directors and its committees operate. These guidelines cover a number of areas including the selection, composition and functions of the Nasdaq board, committee assignments and rotation, executive sessions, director orientation and continuing education, evaluation of senior management and succession planning. In addition, the guidelines set forth procedures in the event one or more nominees to the Nasdaq board receive a majority of withhold authority votes. In an uncontested election, any nominee for the Nasdaq board who receives a greater number of votes withheld from his or her election than votes for such election is required to promptly tender his or her resignation following certification of the stockholder vote. The Corporate Governance Committee of the Nasdaq board will consider the resignation offer and recommend to the full board whether to accept it. The Nasdaq board is required to act on the recommendation within 90 days following certification of the stockholder vote and to promptly disclose through a press release its decision on whether to accept the resignation offer (and its reasons for rejecting the offer, if applicable).
Any director who tenders his or her resignation pursuant to this provision shall not participate in the Corporate Governance Committee recommendation or Nasdaq board action regarding whether to accept the resignation offer. If each member of the Corporate Governance Committee received a majority withheld vote at the same election, then the independent directors who did not receive a majority withheld vote will appoint a committee amongst themselves to consider the resignation offers and make a recommend to the Nasdaq board. However, if the only directors who did not receive a majority withheld vote in the same election constitute three or fewer directors, all directors may participate in the action regarding whether to accept the resignation offers.
Nasdaq also has adopted the Nasdaq Code of Ethics, which is applicable to all of our employees, including the principal executive officer, the principal financial officer and controller and principal accounting officer (senior executive and financial officers). The Nasdaq board has a separate Nasdaq Code of Conduct for the board of directors, which contains provisions specifically applicable for directors. All employees, including our senior executive and financial officers, are also subject to the NASD Code of Conduct. Nasdaq intends to post amendments to or waivers from the Nasdaq Code or the NASD Code (to the extent applicable to its senior executive and financial officers) or to the Board Code at this location on its website and in any manner otherwise required by the standards applicable to companies listed on The Nasdaq Stock Market.
The following materials related to our corporate governance and codes of conduct are available publicly on Nasdaqs web site at http://ir.nasdaq.com/governance.cfm.
Copies may also be obtained, free of charge, by writing to our corporate secretary at the address below. Please specify which document you would like to receive. Our charter documents and committee charters are also online at the same web address.