Differences in NASDAQ and Corporate Governance Guidelines
Our subordinate voting shares are quoted for trading on the Toronto Stock Exchange ("TSX") and The NASDAQ Global Select Market ("NASDAQ") under the symbol "CIGI". As a Canadian corporation listed on NASDAQ, we are not required to comply with certain of the NASDAQ corporate governance standards, so long as we comply with Canadian corporate governance practices. In order to claim such an exemption, however, we must disclose the significant differences between our corporate governance practices and those required to be followed by U.S. domestic issuers under NASDAQ’s corporate governance standards.
The following is a summary of the significant ways in which our corporate governance practices differ from those required to be followed by U.S. domestic issuers under NASDAQ’s corporate governance standards. Except as described in this summary, we are in compliance with the NASDAQ corporate governance standards in all significant respects.
Rule 5620(c) of the NASDAQ Marketplace Rules requires that the minimum quorum requirement for a meeting of shareholders is 33.33% of the outstanding common shares. In addition, Rule 5620(c) requires that an issuer listed on NASDAQ state its quorum requirement in its bylaws. We follow applicable Canadian laws with respect to quorum requirements. Our quorum requirement for a meeting of shareholders is set forth in our by-laws, which requires the presence of any two shareholders entitled to vote at the meeting to constitute a quorum.
Section 5615(3) of the NASDAQ Marketplace Rules permits a "foreign private issuer" (as such term is defined in Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended) to follow home country practice in lieu of the requirements of the Rule 5600 Series of NASDAQ Marketplace Rules relating to Corporate Governance Requirements (with the exception of certain requirements that are set forth in Section 5615(3) of the NASDAQ Marketplace Rules that must be followed by all issuers).
For example, Section 5635(a) through (d) of the NASDAQ Marketplace Rules requires an issuer to obtain shareholder approval prior to an issuance of securities (in certain circumstances) in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) private placements.
The circumstances under which shareholder approval is required under the NASDAQ Marketplace Rules are not identical to the circumstances under which shareholder approval is required under Canadian and TSX requirements. When the shareholder approval requirements under the NASDAQ Marketplace Rules differ from the Canadian and TSX requirements, we follow the Canadian and TSX requirements. Our practices regarding determining whether shareholder approval is required for a particular offering are not prohibited by Canadian law.
Compensation Committee Responsibilities
Nasdaq Marketplace Rule 5605(d)(3)(D) provides that a listed issuer’s compensation committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser only after taking into account certain independence factors. We follow applicable Canadian laws with respect to compensation consultants, legal counsel and other advisers to our Executive Compensation Committee. Applicable Canadian securities legislation does not specifically require us to consider potential conflicts of interest on the part of compensation consultants, legal counsel and other advisers to the compensation committee, but best practices dictate that we disclose any such conflicts in our management information circular.