Nasdaq's New Progressive Board Diversity Listing Requirement

Boards of directors of most Nasdaq issuers, including Canadian issuers listed on Nasdaq, will be required to include at least two diverse directors, at least one of whom must be female, under bold new rules approved by the SEC on August 6, 2021. Nasdaq becomes the first regulator in the world to mandate diversity beyond gender on public company boards with its requirement that U.S. issuers must have at least one director who is from an underrepresented minority. 

On August 6, 2021, a majority of SEC Commissioners approved Nasdaq proposals to introduce new listing rules regarding board diversity for its listed issuers. The new rules require prescribed disclosure regarding the gender composition of the board and the demographic background of board members (Board Composition Disclosure) and establish a disclosure-based framework, not a mandate or quota. These requirements are being introduced on a staggered basis over the next four years and Nasdaq is