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

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

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1
NYSE Special Entity Interim Corporate Governance Affirmation
Issuer:
Symbol(s):
Notice of Non-compliance: Yes
1
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 NYSE 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: 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”), as applicable. Please provide the following
information for each audit committee member. 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”).
2
AUDIT COMMITTEE DETAILS:
Name of Audit Committee Member
10A-3 Ind.
(Y/N)
3
Audit Committee
Member Exemption
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
1
If this document is serving as a non-compliance notification to the Exchange it must be executed by the Issuer’s CEO.
2
If the Issuer is relying on one of the following exemptions, skip to Part II: 10A-3(c)(1) and 10A-3(c)(2).
3
Independent for purposes of Rule 10A-3
2
Please provide the following information, if applicable, for each newly added or newly independent director 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: Please check the box next to the appropriate event(s) applicable to the Issuer and provide a
detailed description of each event checked below:
The Issuer hereby notifies the Exchange that, as of ___________________________, the following event has
occurred:
An audit committee member who was deemed independent is no longer independent.
A member has been added to the audit committee.
The Issuer or a member of its audit committee is eligible to rely on and is choosing to rely on a Rule 10A-3
exemption. Please provide the details of the exemption. (Appendix A provides a brief description of Rule
10A-3 exemptions.)
The Issuer or a member of its audit committee is no longer eligible to rely on or is choosing to no longer rely
on a previously applicable Rule 10A-3 exemption.
A member has been removed from the Issuer’s audit committee resulting in the Issuer no longer having a
Rule 10A-3 compliant audit committee.
3
Part III.
INSTRUCTIONS:
If the Issuer is non-compliant as a result of one of the affirmations in Part II or is non-compliant with Section
303A of the Manual for any other reason, please check this box and include the reason below.
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
4
:
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.
5
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.
6
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.
5
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.
6
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.
6
4
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.
5
An issuer is required to disclose reliance on this exemption in its annual report filed with the U.S. Securities and Exchange
Commission.
6
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 Interim Corporate Governance (The New York Stock Exchange)

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Completed 26 March 2021

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