Fillable Form 1: NYSE Special Entity Corporate Governance Affirmation (The New York Stock Exchange)

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Form 1: NYSE Special Entity Corporate Governance Affirmation (The New York Stock Exchange)

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1
NYSE Special Entity Corporate Governance Affirmation
Issuer:
Symbol(s):
Type of Affirmation: Initial
1
Annual
Notice of Non-compliance: Yes
2
No
NOTE: This form is to be used by an open-end fund or an issuer that has only debt or preferred securities listed on
the New York Stock Exchange (the “Exchange”) and, pursuant to Section 303A.00, is subject solely to the
requirements of Section 303A.06, 303A.12(b) and 303A.12(c).
Part I.
INSTRUCTIONS: Please provide the following information for each director currently serving, or who will be serving
as of the day of listing, on the Issuers audit committee, as applicable. Please indicate each audit committee member
that has been deemed independent for purposes of Rule 10A-3 of the Securities Exchange Act of 1934 (“Rule 10A-
3”).
3
AUDIT COMMITTEE DETAILS:
Name of Audit Committee Member
10A-3 Ind.
(Y/N)
4
Audit Committee
Member Exemption
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
1
Issuers that are submitting an Initial Affirmation must be compliant in all areas, subject to applicable transition periods.
2
If this document is serving as a non-compliance notification to the Exchange it must be executed by the Issuer’s CEO.
3
If the Issuer is relying on one of the following exemptions, skip to Part II: 10A-3(c)(1) and 10A-3(c)(2).
4
Independent for purposes of Rule 10A-3
2
Please provide the following information for each audit committee member identified in the chart above. Alternatively,
a reference to the location of the disclosure in the Issuer’s public U.S. Securities and Exchange Commission (“SEC”)
filings can be provided.
Brief biography.
Share ownership in the Issuer.
Brief description of any direct or indirect consulting, advisory, or other compensatory fee arrangement with
the Issuer or any of its subsidiaries as specified in Rule 10A-3(b)(1)(ii)(A).
Indication of whether the audit committee member is an affiliated person of the Issuer or any of its
subsidiaries as specified in Rule 10A-3(b)(1)(ii)(B).
Part II.
INSTRUCTIONS: Issuers listed on the Exchange must comply with the corporate governance requirements set forth
in Section 303A of the NYSE Listed Company Manual (the “Manual”). In response to each item below, please check
the box beside the single affirmation that is most applicable to the Issuer. Please note that, depending on the
affirmation made, an item may require the Issuer to provide additional information or a link to the applicable
document referenced therein. Please also note that specific types of entities may avail themselves of exemptions to
or transition periods for compliance with certain of the requirements. If the Issuer is availing itself of any of these
exemptions or transition periods, it should select the corresponding affirmation for the applicable item.
1. Audit Committee: Section 303A.06 of the Manual
I hereby certify that the Issuer’s audit committee meets the requirements of Rule 10A-3.
I hereby certify that the Issuer’s audit committee is relying on an exemption from Rule 10A-3. State below
which Rule 10A-3 exemptions the Issuer or any individual member of its audit committee is relying on and
briefly describe the basis for reliance on such exemption below: (Appendix A provides a brief description of the
available Rule 10A-3 exemptions.)
3
The Issuer is unable to make one of the affirmations set forth in this Item 1 and is therefore non-compliant for
the following reason(s):
2. Other Non-Compliance: Section 303A of the Manual
Apart from any non-compliance specific to the preceding sections, the Issuer is non-compliant with Section
303A of the Manual for the following reason(s):
I am an authorized officer of the Issuer and have the legal authority to provide the information and make the
affirmations contained herein. I hereby certify that all information contained herein is true and correct to the best of
my knowledge as of the date hereof.
Name of the Company:
By:
Title:
Date submitted:
Telephone number:
E-mail address:
Signature: /s/
4
Appendix A:
Rule 10A-3 exemptions for a special entity
5
:
Rule 10A-3(b)(1)(iv)(A) – This provision provides a transitional exemption for an issuer listing in connection with an
initial public offering of securities.
6
Rule 10A-3(b)(1)(iv)(B) – This provision provides an exemption to allow an otherwise independent director who
serves on the board of directors of both a listed issuer and an affiliate to serve on the audit committee of the listed
issuer.
7
Rule 10A-3(b)(1)(iv)(F) – This provision provides that the U.S. Securities and Exchange Commission may grant a
director an exemption from the independence requirements of Rule 10A-3.
6
Rule 10A-3(c)(1) – This provision provides a general exemption from the requirement to have an audit committee
where the issuer is listing securities but satisfies the requirements of Rule 10A-3 with respect to another class of
securities already listed on a national securities exchange or national securities association.
7
Rule 10A-3(c)(2) – This provision provides a general exemption from the requirement to have an audit committee for
subsidiaries that are listed on a national securities exchange or market where the subsidiary’s parent company
satisfies the requirements of Rule 10A-3 with respect to a class of equity securities already listed on a national
securities exchange or market and the subsidiary:
is directly or indirectly consolidated by the parent; or
is at least 50% beneficially owned.
This exemption does not apply to a subsidiary that has issued equity securities, other than non-convertible, non-
participating preferred securities.
7
5
This summary of the provisions of Rule 10A-3 is provided for convenience only. It is not a verbatim statement of those rules and
is intended solely to assist in understanding potential exemptions. This summary should not under any circumstances be relied
upon as an authoritative statement of Rule 10A-3.
6
An issuer is required to disclose reliance on this exemption in its annual report filed with the U.S. Securities and Exchange
Commission.
7
An issuer is not required to disclose reliance on this exemption in its annual report filed with the U.S. Securities and Exchange
Commission.
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Form 1: NYSE Special Entity Corporate Governance Affirmation (The New York Stock Exchange)

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Completed 26 March 2021

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