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ENFORCEMENT, NOTIFICATIONS AND AFFIRMATIONS (continued) NYSE REQUIREMENTS Public Reprimand Letter and Delisting. Upon finding a violation of a governance (or other) listing standard, the NYSE may issue a public reprimand letter to the company and may suspend or delist an offending company (except that in the case of a violation of the requirements pertaining to audit committees required by Exchange Act Rule 10A-3, after providing an opportunity to cure such violation as provided by such rule, a reprimand letter will not constitute a sufficient sanction and delisting is required). 173 Delisting procedures are governed by Chapter 8 of the NYSE Listed Company Manual. (Note that notification of delisting or issuance of a public reprimand also triggers Form 8-K disclosure obligations under Item 3.01 thereof.) Compliance Certification. The CEO must certify annually to the NYSE within 30 days after the annual shareholders’ meeting (simultaneous with the annual written affirmation noted below) that he or she is not aware of any violations of the listing standards or state in what respects the standards are not satisfied. 175 Notification. The CEO must promptly notify the NYSE in writing after any executive officer of the company becomes aware of any non-compliance (material or non-material) with the NYSE’s corporate governance listing standards. 177 (Note that such notifications in relation to material non-compliance also trigger Form 8-K disclosure obligations under Item 3.01 thereof.) NASDAQ REQUIREMENTS Public Reprimand Letter and Delisting. Upon finding a violation of a governance or notification listing standard (other than one pertaining to audit committees required by Exchange Act Rule 10A-3 – see above) in respect of which Nasdaq determines that a limitation of listing or delisting is not an appropriate sanction, Nasdaq may issue a public reprimand letter to a listed company. Upon finding a violation of a governance or other listing standard (and in the case of a governance or notification standard where a finding has been made that a public reprimand letter is not an appropriate sanction), Nasdaq may limit the listing or delist an offending company. The imposition of such sanctions is governed by Nasdaq Equity Rules 5805 through 5840. (Note that notification of delisting or issuance of a public reprimand also triggers Form 8-K disclosure obligations under Item 3.01 thereof.) 174 Compliance Certification. A Nasdaq company must certify to Nasdaq its compliance with certain corporate governance listing standards. 176 Notification. A company is required to promptly notify Nasdaq if an executive officer becomes aware of any non-compliance (material or non-material) with Nasdaq’s corporate governance rules. 178 (Note that such notifications in relation to material noncompliance also trigger Form 8-K disclosure obligations under Item 3.01 thereof.) Weil, Gotshal & Manges LLP 42 US_ACTIVE:\44182171\7\99980.0865
ENFORCEMENT, NOTIFICATIONS AND AFFIRMATIONS (continued) Affirmations. Each company must submit an affirmation annually to the NYSE (within 30 days after its annual meeting), in the form specified by the NYSE, regarding details of its compliance or non-compliance with the NYSE corporate governance listing standards. 179 In addition, each company must submit an interim written affirmation (within 5 business days), in the form specified by the NYSE, each time a change occurs in the composition or independence of the board or any of the committees required by the corporate governance listing standards and certain other matters. 180 Affirmations. Nasdaq listing standards do not address affirmations. Weil, Gotshal & Manges LLP 43 US_ACTIVE:\44182171\7\99980.0865
Page 1 and 2: Weil, Gotshal & Manges LLP Board of
Page 3 and 4: Table of Contents Page ROLE AND AUT
Page 5 and 6: ROLE AND AUTHORITY OF INDEPENDENT D
Page 7 and 8: DEFINITION OF “INDEPENDENT” DIR
Page 9 and 10: committee; 51 or DEFINITION OF “I
Page 11 and 12: AUDIT COMMITTEE REQUIREMENTS STATUT
Page 13 and 14: AUDIT COMMITTEE REQUIREMENTS (conti
Page 21 and 22: COMPENSATION COMMITTEE REQUIREMENTS
Page 31 and 32: NOMINATING/CORPORATE GOVERNANCE COM
Page 33 and 34: OTHER BOARD COMMITTEE REQUIREMENTS
Page 35 and 36: CODES OF CONDUCT AND ETHICS STATUTO
Page 37 and 38: CODES OF CONDUCT AND ETHICS (contin
Page 39 and 40: APPLICABILITY TO NON-U.S. COMPANIES
Page 41: ENFORCEMENT, NOTIFICATIONS AND AFFI
Page 45 and 46: Event Majority of Independent Direc
Page 47 and 48: Event Majority of Independent Direc
Page 49 and 50: 7 See NYSE Listed Company Manual Se
Page 51 and 52: 43 However, service within the past
Page 53 and 54: 67 Indirect compensation includes p
Page 55 and 56: 91 After reviewing this report and
Page 57 and 58: 110 Rule 10C-1(b)(5)(i). 111 NYSE L
Page 59 and 60: 146 Nasdaq Equity Rule 5605(e)(4).
Page 61: any of the NYSE board structure req

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