Third Party Payments - Board Services

Nasdaq would like to better understand public opinion on the subject of director compensation by third parties. Please answer this brief survey below. This survey will be open through March 18, 2016.

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1. Should Nasdaq adopt a listing standard to prohibit directors from serving on boards if they receive compensation from third parties for board service?

Yes

Comments

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2. If yes, should such a prohibition encompass payments received by a director prior to appointment to a board, e.g., reimbursement for director candidacy fees or other payments?

Yes

Comments

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3. Would such a prohibition help assure that directors act in the best interests of shareholders?

Yes

Comments

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4. Would a listing standard that prohibited directors from serving on boards if they receive compensation from third parties for board service create unnecessary burdens on:

	Yes	No
Listed companies?	Listed companies? Yes	Listed companies? No
Investors in listed companies?	Investors in listed companies? Yes	Investors in listed companies? No
Directors of listed companies?	Directors of listed companies? Yes	Directors of listed companies? No

Comments

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5. If Nasdaq does not adopt an absolute prohibition on third party compensation of directors, should Nasdaq adopt a listing standard that a director who receives such payments would not be considered independent under Nasdaq’s rules?

Yes

Comments

Question Title

6. Would a listing standard that precluded directors who receive such payments from being considered independent under Nasdaq’s rules create unnecessary burdens on:

	Yes	No
Listed companies?	Listed companies? Yes	Listed companies? No
Investors in listed companies?	Investors in listed companies? Yes	Investors in listed companies? No
Directors of listed companies?	Directors of listed companies? Yes	Directors of listed companies? No

Third Party Payments - Board Services

Question Title

1. Should Nasdaq adopt a listing standard to prohibit directors from serving on boards if they receive compensation from third parties for board service?

Question Title

2. If yes, should such a prohibition encompass payments received by a director prior to appointment to a board, e.g., reimbursement for director candidacy fees or other payments?

Question Title

3. Would such a prohibition help assure that directors act in the best interests of shareholders?

Question Title

4. Would a listing standard that prohibited directors from serving on boards if they receive compensation from third parties for board service create unnecessary burdens on:

Question Title

5. If Nasdaq does not adopt an absolute prohibition on third party compensation of directors, should Nasdaq adopt a listing standard that a director who receives such payments would not be considered independent under Nasdaq’s rules?

Question Title

6. Would a listing standard that precluded directors who receive such payments from being considered independent under Nasdaq’s rules create unnecessary burdens on:

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7. Your Name

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8. Your Organization

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9. Your Affiliation