NYSE MKT; Director Independence
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This document discusses the NYSE MKT listing requirements regarding director independence. It notes that under NYSE MKT rules, a majority of the board of directors must be independent, as well as all audit and compensation committee members. Moreover, these committee members are subject to additional independence standards. The document then outlines situations that would violate independence, such as a director being employed by the company in the last three years, accepting over $120,000 in compensation from the company in the last three years, having a family member who worked as an executive for the company in the last three years, or having certain business relationships with the company that exceed thresholds.
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The document outlines corporate governance guidelines for Centex Corporation's Board of Directors. It discusses the structure of the Board, including its committees, and the selection and qualifications of directors. It also covers director independence standards, related party transactions, stockholder nominations, director resignations, and director responsibilities. The guidelines are intended to reflect the principles and practices that the Board will follow in carrying out its oversight duties.
Role And Responsibilities Of Independent Directors
The document discusses the role and responsibilities of independent directors under corporate governance regulations and laws. It provides context on why independent directors are needed due to modern corporations having a variety of stakeholders apart from shareholders. It then summarizes key principles from OECD guidelines on the role of independent directors in ensuring transparent governance, protecting shareholder and stakeholder rights, and providing oversight of management. The document also discusses definitions of independent directors in various codes and potential legal liabilities.
BACK TO P r e s id i k 0 f I,, Tikofi &I A s s o c i a.docx
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d i k 0 f I,
, Tikofi &
I A s s o c i a t e s , C h i c a g o , 111.
( 7 7 3 ) 2 6 8 - 8 0 0 6 ^
M a r y T o t t e n , P r e s i d e n t ,
T o t t e n & A s s o c i a t e s ,
Oak P a r k , 111.
( 7 0 8 ) 3 8 3 - 1 1 1 5
Governance in the Spotlight: What the
Sarbanes-Oxley Act Means for You
F
ollowing a wave of high-profile corporate business and
governance scandals, Congress passed the Public
Company Accounting Reform & Investor Protection Act
of 2002 (Public Law 107-240), better known as the Sarbanes-
Oxley Act. This legislation contains the most sweeping and
comprehensive set of public-company
governance, financial and accounting
reforms enacted in more than 30 years.
The Sarbanes-Oxley Act, intended to
protect investors and renew public trust in
corporations and their boards, set the stage
for even broader reforms promulgated by
the stock exchanges and other business
and investor protection groups.
These emerging requirements and
standards are widely perceived as
governance "best practices" for both for-
profit and not-for-profit organizations
alike. Attorneys, consultants and
governance experts agree that it is only a
matter of time before the Sarbanes
legislation and the rules and regulations
designed to implement it. will be broadly
applied to not-for-profit governance and
used as the yardstick against which board
performance and accountability are
measured.
S a r b a n e s a t a G l a n c e
While the Sarbanes-Oxley Act leaves
many questions unanswered and allows
federal agencies broad discretion in
enforcing its requirements with publicly-
held companies, the following provisions
are applicable to nonprofit organizations:
• The role of independent directors and
their representation on audit and other key
board committees
• Executive compensation and loan
arrangements
• New disclosure requirements for
changes affecting the company's financial
status and the adequacy of company
financial statements and controls
• Detailed codes of ethics, business
conduct and comprehensive conflict-of-
interest policies.
Each of these areas is discussed in
more detail below.
Independent directors. Independent
directors arc the linchpin of many of the
public-company reforms. To be
considered "independent." directors must
be tree of relationships with the
company/organization or its management
that might influence their decisions.
Relationships affecting director
independence include employment,
vendor, or consulting arrangements, as
well as indirect links through family,
business or charitable organizations in
which the board member may hold an
officer or director position.
Sarbanes-Oxley and the related rules
of stock-listing organizations (such as the
New York Stock Exchange) sharpen the
focus on the role of independent directors
by specifying governance oversight
activities in which only independent
direetors should be involved. For example.
independent directors must meet together
at regular intervals without eithe.
BACK TO P r e s id i k 0 f I,, Tikofi &I A s s o c i a.docx
BACK TO P r e s i
d i k 0 f I,
, Tikofi &
I A s s o c i a t e s , C h i c a g o , 111.
( 7 7 3 ) 2 6 8 - 8 0 0 6 ^
M a r y T o t t e n , P r e s i d e n t ,
T o t t e n & A s s o c i a t e s ,
Oak P a r k , 111.
( 7 0 8 ) 3 8 3 - 1 1 1 5
Governance in the Spotlight: What the
Sarbanes-Oxley Act Means for You
F
ollowing a wave of high-profile corporate business and
governance scandals, Congress passed the Public
Company Accounting Reform & Investor Protection Act
of 2002 (Public Law 107-240), better known as the Sarbanes-
Oxley Act. This legislation contains the most sweeping and
comprehensive set of public-company
governance, financial and accounting
reforms enacted in more than 30 years.
The Sarbanes-Oxley Act, intended to
protect investors and renew public trust in
corporations and their boards, set the stage
for even broader reforms promulgated by
the stock exchanges and other business
and investor protection groups.
These emerging requirements and
standards are widely perceived as
governance "best practices" for both for-
profit and not-for-profit organizations
alike. Attorneys, consultants and
governance experts agree that it is only a
matter of time before the Sarbanes
legislation and the rules and regulations
designed to implement it. will be broadly
applied to not-for-profit governance and
used as the yardstick against which board
performance and accountability are
measured.
S a r b a n e s a t a G l a n c e
While the Sarbanes-Oxley Act leaves
many questions unanswered and allows
federal agencies broad discretion in
enforcing its requirements with publicly-
held companies, the following provisions
are applicable to nonprofit organizations:
• The role of independent directors and
their representation on audit and other key
board committees
• Executive compensation and loan
arrangements
• New disclosure requirements for
changes affecting the company's financial
status and the adequacy of company
financial statements and controls
• Detailed codes of ethics, business
conduct and comprehensive conflict-of-
interest policies.
Each of these areas is discussed in
more detail below.
Independent directors. Independent
directors arc the linchpin of many of the
public-company reforms. To be
considered "independent." directors must
be tree of relationships with the
company/organization or its management
that might influence their decisions.
Relationships affecting director
independence include employment,
vendor, or consulting arrangements, as
well as indirect links through family,
business or charitable organizations in
which the board member may hold an
officer or director position.
Sarbanes-Oxley and the related rules
of stock-listing organizations (such as the
New York Stock Exchange) sharpen the
focus on the role of independent directors
by specifying governance oversight
activities in which only independent
direetors should be involved. For example.
independent directors must meet together
at regular intervals without eithe ...
constellation energy Corporate Governance Guidelines
This document outlines the corporate governance guidelines for the Board of Directors of Constellation Energy Group, Inc. It discusses the role and responsibilities of the Board, including overseeing management, selecting and evaluating the CEO, and ensuring policies are in place to promote ethics and integrity. It also covers the composition of the Board, including size, independence, qualifications, and compensation of directors.
Guidelines auto nation
This document outlines the corporate governance guidelines of AutoNation, Inc. It discusses the board's role in maximizing shareholder value and overseeing management. It addresses topics such as board size, director qualifications, selection of directors, and independence standards. The board aims to have a substantial majority of independent directors according to NYSE listing standards.
Guidelines auto nation
The document outlines corporate governance guidelines for AutoNation, Inc. regarding the role and responsibilities of the board of directors, selection and composition of board members, board leadership and evaluation, board committees, and board compensation. Key aspects include maintaining a majority of independent directors, annual self-evaluations of board performance, and reviewing director compensation annually.
Clause 49
Corporate governance aims to balance the interests of various stakeholders. SEBI was established in 1988 to protect small investors and regulate stock markets in India. In 2003, SEBI announced an amended Clause 49 which prescribes corporate governance norms that listed companies must follow. Key aspects of Clause 49 include requirements regarding board composition and director independence, related party transactions, audit committees, and disclosure of financial/other information.
Nomination & remuneration committee
The document discusses the composition, roles, and requirements around Nomination and Remuneration Committees and Shareholders' Grievance Committees according to the Companies Act and Clause 49 of the Listing Agreement. For Nomination and Remuneration Committees, the key points are that the chairman must be an independent director, and there are contradictions between the Act and Clause 49 regarding applicability thresholds. For Shareholders' Grievance Committees, the purpose is to address shareholder complaints, the committee must have a non-executive independent director as chairman, and Clause 49 makes these committees mandatory for listed companies.
ACF 352 UNIT 2.pptx
This document discusses the key dimensions and elements of corporate governance. The three main dimensions are management oversight, financial quality, and equity control. Management oversight involves monitoring the board's role and includes elements like board independence, duality of CEO/chair roles, board size, and nomination/remuneration committees. Financial quality focuses on protecting shareholders' funds and includes audit committee independence, expertise, meetings, size, and external auditors. Equity control mitigates agency costs through elements like block holders and insider stock ownership.
Similar to NYSE MKT; Director Independence (20)
Role And Responsibilities Of Independent Directors
Role And Responsibilities Of Independent Directors
BACK TO P r e s id i k 0 f I,, Tikofi &I A s s o c i a.docx
BACK TO P r e s id i k 0 f I,, Tikofi &I A s s o c i a.docx
BACK TO P r e s id i k 0 f I,, Tikofi &I A s s o c i a.docx
BACK TO P r e s id i k 0 f I,, Tikofi &I A s s o c i a.docx
constellation energy Corporate Governance Guidelines
constellation energy Corporate Governance Guidelines
More from Laura Anthony, Esq.
DAO Tokens, Section 5 Obligations and Regulation ATS
DAO Tokens, Section 5 Obligations and Regulation ATS- On July 25, 2017, the SEC issued its Report on an investigation into an ICO and related activities by the DAO, an unincorporated entity, Slock.it UG (“Slock.it”), a German corporation, and various principals and participants. Previously in this Lawcast series I went through the parameters of the Howey Test to determine if a particular investment contract is a “security” under the federal securities laws and applied the analysis to the DAO and its ICO offering. Upon concluding that the DAO Tokens were securities, the SEC also concluded that the DAO needed to register their issuance, or satisfy a registration exemption, regardless of whether the DAO was incorporated or an unincorporated organization. Issuers, like securities, are broadly defined to include any sponsor or organization that is primarily responsible for the success or failure of the venture. Participants in an offering are also subject to Section 5 obligations and liability. Accordingly, this included the Slock.it founders and principals...
Applying the Howey Test to the DAO Tokens
Applying the Howey Test to the DAO Tokens- On July 25, 2017, the SEC issued its Report on an investigation into an ICO and related activities by the DAO, an unincorporated entity, Slock.it UG (“Slock.it”), a German corporation, and various principals and participants. Previously in this Lawcast series I went through the parameters of the Howey Test to determine if a particular investment contract is a “security” under the federal securities laws. I also have detailed the relevant facts related to the DAO and its ICO offering.
Applying the Howey Test to the DAO Tokens, the SEC notes that “money” need not include cash, but rather can be anything of value. A contribution of ETH is an investment of “money” as considered by the Howey Test. Investors in the DAO were investing in a common enterprise with the expectation of profits, including dividends and increased value. The SEC also found that the profits were to be derived from the efforts of others, including Slock.it, its founders and the DAO curators...
Facts on the DAO Token ICO
Facts on the DAO Token ICO- On July 25, 2017, the SEC issued its Report on an investigation into an ICO and related activities by the DAO, an unincorporated entity, Slock.it UG, a German corporation, and various principals and participants. Today I am going through the relevant facts related to the DAO and its ICO
In a one-month period from April 30, through May 28, 2016, the DAO offered and sold 1.15 billion DAO Tokens in exchange for 12 million Ether (“ETH”) valued at approximately $150 million USD. ETH is a virtual currency. The Financial Action Task Force defines a “virtual currency” as:
a digital representation of value that can be digitally traded and functions as: (1) a medium of exchange; and/or (2) a unit of account; and/or (3) a store of value, but does not have legal tender status (i.e., when tendered to a creditor, is a valid and legal offer of payment) in any jurisdiction. It is not issued or guaranteed by any jurisdiction, and fulfils the above functions only by agreement within the community of users of the virtual currency. Virtual currency is distinguished from fiat currency (a.k.a. “real currency,” “real money,” or “national currency”), which is the coin and paper money of a country that is designated as its legal tender; circulates; and is customarily used and accepted as a medium of exchange in the issuing country. It is distinct from e-money, which is a digital representation of fiat currency used to electronically transfer value denominated in fiat currency...
Distributed Ledger Technology for the Securities Industry
Distributed Ledger Technology for the Securities Industry- In addition to general information, during this LawCast series I have been summarizing a report issued by FINRA in January, 2017 discussing the implications of DLT for the securities industry, including FINRA member broker dealer firms. In the report, FINRA specifically discussed some major areas of consideration. In these last two LawCasts in this series, I have been going through each of those topics as summarized in the FINRA report.
Related to Anti-Money Laundering and Customer Identification Programs - DLT allows for global and anonymous participation, and accordingly practices and regulations will need to address anti-money laundering (AML) and customer identification obligations (CIP). The Bank Secrecy Act of 1970 requires controls and procedures to detect and prevent money laundering. FINRA Rule 3310 addresses AML obligations.
In addition, FINRA Rule 2090, the Know Your Customer (KYC) rule, requires firms to “use reasonable diligence, in regard to the opening and maintenance of every account, to know (and retain) the essential facts concerning every customer and concerning the authority of each person acting on behalf of such customer.” Technology is already being explored to centralize identity management functions such that once a customer identity is verified, the information can be shared with all network participants. Obviously this would greatly streamline processes for broker-dealers and customers alike.
It is likely that DLT technology will surpass regulatory changes in the AML/CIP/KYC sectors. The FINRA report notes that the current rules allow a firm to outsource functions to third parties, but not overall responsibility. Accordingly, a firm could utilize DLT technology for these functions now if they can fashion internal controls and procedures that comply with the ultimate rule responsibilities....
Blockchain Applications to Broker Dealers
Blockchain Applications to Broker Dealers- In addition to general information, during this LawCast series I have been summarizing a report issued by FINRA in January, 2017 discussing the implications of DLT for the securities industry, including FINRA member broker dealer firms. In the report, FINRA specifically discussed some major areas of consideration. In these last two LawCasts in this series, I am going through each of those topics as summarized in the FINRA report.
Related to Customer Funds and Securities - DLT will create new ways to hold customer funds and securities and thus custodial changes. Broker-dealers that hold funds and securities must generally comply with Exchange Act Rule 15c3-3, which generally requires the broker to maintain physical possession or control over the customer’s fully paid and excess margin securities. Where funds and securities are purely digital, such as cryptosecurities, consideration will need to be made over how they are accounted for and who has the obligation. In addition, certain activities and access levels could amount to “receiving, delivering, holding or controlling customer assets” such as having access to a private key code for a customer.
Also potentially implicated in this area are Exchange Act Rule 15c3-1 related to net capital requirements, FINRA Rule 4160 on verification of assets and Exchange Act Rule 17a-13 related to quarterly security accounts.
Blockchain Technology Explained
Blockchain Technology Explained- In addition to the centralization of data, DLT can be used to process transactions by using overlaid software. For example, “smart contracts” can be created that would automatically execute agreed-upon terms in a contract based on certain triggering events. Smart contracts can be used for escrow arrangements, collateral management and corporate actions such as dividends and splits...
Introduction to Distributed Ledger Technology or Blockchain
Introduction to Distributed Ledger Technology or Blockchain: On July 13, 2017, FINRA held a Blockchain Symposium to assess the use of distributed ledger technology (DLT) in the financial industry, including the maintenance of shareholder and corporate records. DLT is commonly referred to as blockchain. The symposium included participation by the Office of the Comptroller of Currency, the US Commodity Futures Trading Commission (CFTC), the Federal Reserve Board and the SEC...
Confidential Registration Statements
Confidential Registration Statements; IPO, Secondary, or Follow-on Offerings- The SEC recently expanded the ability to file confidential registration statements for all companies completing an initial public offering, secondary or follow-on offering made within the first year after a company becomes publicly reporting and for Section 12(b) Exchange Act registration statements. The ability to file confidential registration statements has previously been limited to emerging growth companies, or EGC’s and companies filing initial offering circular’s for first time Regulation A+ offerings...
OTC PINK Quotation Levels and Marketplace
OTC PINK Quotation Levels and Marketplace- Today is the continuation in a LawCast series talking about the OTC Pink marketplace and quotation criteria. The OTC Pink, which includes the highest-risk, highly speculative securities, is further divided into three tiers: Current Information, Limited Information and No Information, based on the level of disclosure and public information made available by the company either through the SEC or posted on OTC Markets. There are no qualitative standards beyond disclosure for OTC Pink companies, which include companies in all stages of development as well as shell and blank check entities…
OTC Pink Listing Requirements
The OTC Pink marketplace is divided into three tiers - Current Information, Limited Information, and No Information - based on the level of disclosure and public information provided by the company. There are no qualitative standards for OTC Pink companies beyond disclosure requirements. To maintain Current Information status, companies must provide annual and quarterly financial statements and reports through SEC filings or by posting them on the OTC Markets website. They must also pay annual and set-up fees to subscribe to the OTC Markets disclosure service. The next tier, Limited Information, has less stringent disclosure requirements and will be covered in an upcoming discussion.
FINRA and SIE Examinations
FINRA filed a proposed rule change with the SEC on March 8, 2017 to restructure the entry-level qualification examination for registered representatives and eliminate certain examination categories. The new rules would introduce the Securities Industry Essentials (SIE) exam. The rules also propose extending the period before a license lapses if unemployed from a FINRA member firm from two to seven years, allowing individuals to maintain licensing while working for a non-FINRA member financial affiliate. Finally, the rules aim to consolidate the examination structure from 16 exams with overlapping content to simplify the process and reduce costs.
Medallion Guarantees
Medallion Guarantees- A medallion guarantee is a special signature guarantee used for the transfer of securities. Although from a logistical standpoint, a medallion guarantee is similar to a notary, in that a person checks the signatory’s identification and puts a stamp on their signature, it has far different implications...
Foreign Private Issuers and ADRs
This document discusses the deregistration rules for foreign private issuers from SEC reporting requirements. A foreign private issuer may deregister if its average daily trading volume in the US is less than 5% of worldwide trading volume or it has fewer than 300 shareholders worldwide. It must also have reported in the US for at least a year, not registered securities for sale in the last 12 months, and maintained a foreign listing for 12 months. The document also mentions that American Depository Receipts (ADRs) represent ownership of foreign company shares that trade in US dollars on US exchanges. ADRs must comply with SEC reporting or an exemption and are registered on Form F-6.
M&A Broker Exemption
M&A Broker Exemption- Following the SEC’s lead, effective July 1, 2016, Florida passed a statutory exemption from the broker-dealer registration requirements for entities effecting securities transactions in connection with the sale of equity control of private operating businesses (“M&A Broker”)...
Form 1-A and Regulation A
Form 1-A and Regulation A- Form 1-A consists of three parts: Part I – Notification, Part II – Offering Circular, and Part III – Exhibits. Part I calls for certain basic information about the company and the offering, and is primarily designed to confirm and determine eligibility for the use of a Regulation A offering in general. Part I also includes disclosure related to the application of the bad actor disqualification; jurisdictions in which securities are to be offered; and unregistered securities issued or sold within the prior one year...
Form 8-K
Form 8-K- Today is the first in a LawCast series talking about Form 8-K. On September 26, 2016, and again on the 27th, the SEC brought enforcement actions against issuers for the failure to file 8-K’s associated with corporate finance transactions and in particular PIPE transactions involving the issuance of convertible debt, preferred equity, warrants and similar instruments. Prior to the release of these two actions, I have been hearing rumors in the industry that the SEC has issued “hundreds” of subpoenas to issuers related to PIPE transactions and in particular to determine 8-K filing deficiencies, Although hundreds is likely an exaggeration, the SEC is certainly focusing on this space.
Back in August 2014, the SEC did a similar sweep related to 8-K filing failures associated with 3(a)(10) transactions. The 8-K filing deficiency actions were a precursor to a larger SEC investigation on 3(a)(10) transactions themselves which culminated in two well-known enforcement actions against active 3(a)(10) participants (the Ironridge companies and IBC Funds) and resulted in a chill on the 3(a)(10) activity in the industry as a whole. 3(a)(10) actions continue today but the volume of transactions has dramatically reduced and the attention to due diligence, detail and reporting requirements has likewise increased...
Regulation A
Regulation A- On November 17, 2016, the SEC Division of Corporation Finance issued three new Compliance and Disclosure Interpretations (C&DI) to provide guidance related to Regulation A. Since the new Regulation A came into effect on June 19, 2015, its use has continued to steadily increase. In my practice alone I am noticing a large uptick in broker-dealer-placed Regulation A offerings, and recently, institutional investor interest...
NYSE MKT Listing Requirements
The document discusses the listing requirements for the NYSE MKT stock exchange. It provides background on the history and evolution of the NYSE MKT from the American Stock Exchange to its current name. It explains that the NYSE MKT focuses on small and micro-cap companies and uses a Designated Market Maker model to match buyers and sellers, whereas NASDAQ relies on multiple competing market makers and a purely electronic system. Listing companies must comply with the unique rules and regulations of the exchange on which they list.
Legal & Compliance, LLC- Whitepaper- The SEC Has Carved Out An Exemption To T...
The document summarizes new Florida legislation that provides an exemption from broker-dealer registration requirements for mergers and acquisitions (M&A) brokers. Specifically, it outlines:
1) Florida has passed a statutory exemption similar to the SEC's M&A broker exemption, allowing unregistered brokers to facilitate private company M&A deals without registration.
2) The exemption defines an eligible privately held company and places some restrictions on M&A brokers, but appears to allow brokers to complete reverse or forward mergers involving alternative reporting OTCQX companies.
3) Both the Florida and SEC exemptions focus on transferring ownership of a privately held company, without restrictions on the buyer, indicating deals with public company buyers
Legal & Compliance, LLC- Whitepaper- Section 16 Insider Reporting and Liabili...
Section 16 Insider Reporting and Liability for Short-Swing Trading- A public company with a class of securities registered under Section 12 or which is subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) must file reports with the SEC (“Reporting Requirements”).The required reports include an annual Form 10-K, quarterly Form 10Q’s and current periodic Form 8-K as well as proxy reports and certain shareholder and affiliate reporting requirements...
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Legal & Compliance, LLC- Whitepaper- The SEC Has Carved Out An Exemption To T...
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NYSE MKT; Director Independence
- 1. NYSE MKT; Director Independence NYSE MKT; Director Independence- Today is the continuation of a LawCast series discussing NYSE MKT listing requirements. In the prior LawCast in this series I gave a brief summary of the corporate governance standards including the requirement that, subject to certain exceptions, a majority of the board of directors be independent and that all audit and compensation committee members be independent. Moreover, audit and compensation committee members are subject to even more stringent independence requirements…
- 2. NYSE MKT; Director Independence • Today is the continuation of a LawCast series discussing NYSE MKT listing requirements. In the prior LawCast in this series I gave a brief summary of the corporate governance standards including the requirement that, subject to certain exceptions, a majority of the board of directors be independent and that all audit and compensation committee members be independent. Moreover, audit and compensation committee members are subject to even more stringent independence requirements. • Under NYSE MKT rules a person is independent only if that person is not an executive officer or employee of the company and the Board determines that the person does not have any material relationships, directly or indirectly, with the company outside of being a director which could interfere with the exercise of independent judgment in carrying out the responsibilities of a director. An independence determination must be made at the time of nomination or appointment and must be reviewed at least annually. Moreover, a director has the responsibility of updating the board of any change in relationships or interests that might effect that director’s independence.
- 3. NYSE MKT; Director Independence • NYSE MKT provides a list of people that would definitely not qualify as independent, including the following: • (i) a director who has been employed by the company at any time during the past 3 years; • (ii) a director who has, or has a family member who has, accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the prior 3 years other than (a) compensation for serving as a director, (b) compensation to a family member who is an employee but not an executive officer; (c) compensation received as a former interim executive officer; or (d) funds received under certain qualified retirement plans; • (iii) a director who is a family member of an individual who was employed as an executive officer of the NYSE MKT company at any time during the past 3 years;
- 4. NYSE MKT; Director Independence • (iv) a director who is, or has a family member who is a partner, controlling shareholder or executive officer of any entity that either gave or received payment for property or service of either $200,000 or 5% or more of the company’s gross revenues, whichever is greater, during any of the prior most recent 3 years. Excluded from this disqualification category would be payments made solely for investments in the NYSE MKT Company’s securities or payment under a non-discretionary charitable matching program. • (v) Next not qualifying as independent would be a director who is, or has a family member that is, employed as an executive officer of another company where a director of the NYSE MKT company serves or served on the compensation committee within the last 3 years; and • (vi) A director who is or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee of an outside auditor who worked on the NYSE MKT company’s audit at any time during the past three years;