Nasdaq listing rules regarding minimum committee members

Rule 5605(c)(2)(A) requires that each company must have, and certify that it has and will continue to have, an audit committee of at least three members.

Rule 5605(d)(2)(A) requires that each company must have, and certify that it has and will continue to have, a compensation committee of at least two members. Rule 5605(d)(5) also provides that a Smaller Reporting Company, as defined in Rule 12b-2, is not subject to the requirements of Rule 5605(d), except that a Smaller Reporting Company must have, and certify that it has and will continue to have, a compensation committee of at least two members.

Rule 5605(e)(1) simply requires that director nominees must either be selected, or recommended for the Board's selection, either by:

(A) Independent Directors constituting a majority of the Board's Independent Directors in a vote in which only Independent Directors participate, or

(B) a nominations committee comprised solely of Independent Directors.