The U.S. Securities and Exchange Commission (“SEC”) formally approved several new listing rules proposed by NASDAQ and the NYSE on January 11, 2013. The new listing rules are designed to bring the listing standards of each exchange into compliance with both the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and Rule 10C-1 of the Securities Exchange Act of 1934 (“Rule 10C-1”) which governs compensation committees of listed companies. Once fully implemented, the new listing rules will:

- Establish additional independence requirements for compensation committee members (or any directoror directors performing the function of a compensation committee).

- Require listed companies to grant compensation committees the authority to retain and pay compensation advisers.

- Require the compensation committees of listed companies to assess the independence of any adviser that advises the compensation committee and any director that serves on the compensation committee.