A company’s by-laws or other constitutional documents are required to provide for a quorum of no less than 33-1/3% and board independence.
7 Financial Information
7.1 Audited Financial Statements
Foreign issuers register under Form 20-F which must be prepared and signed by the foreign company. The form must be accompanied by financial statements including audited consolidated balance sheets as of the end of each of the two most recent fiscal years together with audited consolidated statements of income and changes in financial position for each of the three fiscal years preceding the date of the most recent consolidated balance sheet.
A corporation that qualifies as a “smaller reporting company” under federal securities laws has less burdensome reporting requirements and some time periods are shorter.
7.2 Applicable Accounting Standards
Companies issuing on NASDAQ must comply with U.S. GAAP or, in some circumstances, with International Financial Reporting Standards (“IFRS”).
7.3 Overseas Companies
An exception from NASDAQ’s financial reporting requirements is available provided that the foreign issuer’s practice is permitted by home country law. A foreign issuer that follows a home country practice in lieu of one or more provisions of the Rule 5000 series shall disclose in its annual reports filed with the Commission or on its website each requirement of the Rule 5000 series that it does not follow and describe the home country practice followed by the issuer in lieu of such requirements. In addition, a foreign issuer making its initial public offering or first U.S. listing on NASDAQ shall make the same disclosures in its registration statement or on its website.
7.4 Pro Forma Financial Information
For certain companies in certain industries, a projection covering a two or three year period may be entirely reasonable. Other companies may not have a reasonable basis for projections beyond the current year. Accordingly, management should select the period most appropriate in the circumstances.
7.5 Interim Financial Information
The flotation documentation must contain annual financial information for the prior 2-3 years and the most recent quarterly financial information.
8 Parties Involved
Securities listed on NASDAQ must initially be sponsored by three Market Makers, and must be sponsored by two Market Makers to continue to list on the exchange