As authorized by Board of Directors of The NASDAQ Stock Market LLC (Exchange LLC) the Board hereby establishes a Regulatory Oversight Committee with the following responsibilities:
Oversee the adequacy and effectiveness of Exchange LLC's regulatory and self-regulatory organization responsibilities;
Assess Exchange LLC's regulatory performance;
Assist the Board and other committees of the Board in reviewing the regulatory plan and overall effectiveness of Exchange LLC's regulatory functions; and
Any other responsibilities that may be assigned to the Committee by the Board to ensure the sound fulfillment of Exchange LLC's self-regulatory responsibilities.
Specifically, the Regulatory Oversight Committee will:
meet regularly in Executive Session with the Chief Regulatory Officer to report on regulatory issues;
be informed on the compensation of the Chief Regulatory Officer, his promotion or termination, including reasons;
meet in Executive Session with any regulatory employee of Exchange LLC who believes that he or she is being prevented from discharging his or her regulatory responsibilities;
annually review the Regulatory Budget and specifically inquire into the adequacy of resources available in the budget for regulatory activities;
receive reports on a regular basis from Internal Audit on the findings on reviews of the discharge of Exchange LLC's regulatory responsibilities.
Committee Composition
The Regulatory Oversight Committee shall consist of at least three directors all of whom shall be a Public Director as defined in the By-Laws of the Exchange LLC and an "independent director" in accordance with the NASDAQ Listing Standards as defined in NASDAQ Rule 4200.
Term of Office
A Regulatory Oversight Committee member shall hold office for a term of one year.
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