Washington, D.C. -- The National Association of Securities Dealers, Inc. (NASD®), today named a majority of non-industry representatives to a reconstituted NASD Board of Governors. Acting on the recommendations of an NASD-created Select Committee chaired by former U.S. Senator Warren Rudman of New Hampshire, the NASD also named a Board of Directors for NASD Regulation, Inc. (NASD Regulation), and announced the new members of a reconstituted Board of Directors for The Nasdaq Stock Market, Inc. (Nasdaq®).
The NASD last year moved to separate its regulation of the nation's more than 5,400 securities firms and The Nasdaq Stock MarketSM from the operation of Nasdaq through two independent but related NASD operating subsidiaries-NASD Regulation and Nasdaq. The subsidiaries will have at least an equal number of non-industry representatives on their boards. Board members will normally serve for three-year terms, staggered for continuity, and will be eligible to serve more than one term.
"We received recommendations from a wide range of sources on potential candidates for these three boards," said Joseph R. Hardiman, the Chief Executive Officer of the NASD. "In all, more than 180 individuals with knowledge, experience, and interest in the securities industry or markets were considered by our nominating committee. The Board members we are announcing today represent a broad spectrum of skills and a diverse range of constituencies."
"The selection of these Board members meets the objectives outlined in our Report," said former Senator Rudman. "The governors and directors possess leadership qualities, credentials, and achievements that will enable them to play an extremely meaningful role in developing and monitoring the enforcement of policies governing both the regulation of the securities industry and the future of the Nasdaq market, " said Rudman.
Ten-Member NASD Parent Board Named
The 10-member NASD parent Board includes the following non-industry governors:
- John H. Biggs, Chairman and Chief Executive Officer of TIAA and CREF in New York.
- Elaine L. Chao, President of the United Way of America in Alexandria, Virginia, former Director of the Peace Corps, and former Deputy Secretary of the U.S. Department of Transportation.
- Charles B. Johnson, President and Chairman of Franklin Resources, Inc., in San Mateo, California.
- Donald J. Kirk, Executive-in-Residence at the Columbia University Graduate School of Business, Member of the Public Oversight Board in New York, and former Chairman of the Financial Accounting Standards Board (FASB).
- Bert C. Roberts, Jr., Chairman and Chief Executive Officer of MCI Communications in Washington, DC.
- R. Brian Williamson, Chairman of London-based Gerrard & National Holdings Plc. and member of the U.K. Securities and Investments Board.
The four additional governors on the NASD Board are:
- E. David Coolidge III, Chief Executive Officer of William Blair & Company, L.L.C. in Chicago.
- James Dimon, Chairman and Chief Executive Officer of Smith Barney, Inc., as well as President and Chief Operating Officer of Travelers Group in New York.
- Daniel P. Tully, Chairman and Chief Executive Officer of Merrill Lynch & Co., Inc., in New York.
- Joseph R. Hardiman, Chief Executive Officer of the NASD in Washington, DC.
The new NASD Board will help set and coordinate the policy agendas for its two subsidiaries and oversee the effectiveness of Nasdaq and NASD Regulation in carrying out their respective responsibilities.
On Transition to Balanced Representation NASD Regulation Board Ahead ofSchedule
Consistent with its previously announced restructuring objectives, the NASD is creating a new, strong, and independent subsidiary, NASD Regulation, responsible for regulating the nation's more than 5,400 securities firms, their nearly 510,000 registered securities professionals, and the markets operated by Nasdaq. A number of industry governors from the current NASD, Inc., Board will become members of the Board of the NASD Regulation subsidiary. Alice T. Kane, Alfred E. Osborne, Jr., James S. Riepe, and A. A. Sommer, Jr., who are non-industry members, will also move to the NASD Regulation Board. Additionally, nine new members are joining the Board of Directors to achieve balanced representation.
"We are able to make the transition more rapidly than originally expected," said Mr. Hardiman. "Mary Schapiro, President of NASD Regulation and a member of its Board of Directors, will be working closely with a balanced Board composed of 13 industry and 13 non-industry members."
In December 1995, the NASD named Mary Schapiro, former chair of the Commodity Futures Trading Commission (CFTC) and former Commissioner and Acting Chairman of the SEC, to head up NASD Regulation. Ms. Schapiro has been in this new position since February 1996.
NASD Regulation Board Members Named
The non-industry directors of the NASD Regulation Board are:
- Robert J. Birnbaum in New York, former President and Chief Operating Officer of both the New York Stock Exchange and the American Stock Exchange.
- Ellyn L. Brown, former State of Maryland Securities Commissioner and presently practicing securities and financial services law in Baltimore.
- Herbert H. Brown, former Chief Counsel and Staff Director of the House of Representatives' Subcommittee on Telecommunications and Finance and presently practicing law in Washington, DC.
- James E. Burton, Chief Executive Officer of the California Public Employees' Retirement System (CalPERS) in Sacramento, California.
- Robert R. Glauber, adjunct lecturer at the Center for Business and Government of the Kennedy School, Harvard University in Cambridge, Massachusetts, and former Under Secretary of the U.S. Treasury for Finance in the Bush Administration.
- Bonnie Guiton Hill, Dean of the McIntire School of Commerce at the University of Virginia in Charlottesville, Virginia, former member of Governor Pete Wilson's Cabinet in California and Director of the United States Office of Consumer Affairs in the Bush Administration.
- William H. Hudnut III, President of The Civic Federation of Chicago , who served as a member of the U.S. House of Representatives from Indiana and served for 16 years as Mayor of Indianapolis.
- Alice T. Kane, Executive Vice President of New York Life Insurance Company in New York.
- Philip R. Lochner, Jr., Senior Vice President of Time Warner, Inc., in New York and former SEC Commissioner.
- Alfred E. Osborne, Jr., Director of the Entrepreneurial Studies Center and an associate professor of business economics at the Anderson School of UCLA in Los Angeles.
- James S. Riepe, Managing Director, member of the Management Committee and Director of T. Rowe Price Associates, Inc., in Baltimore.
- John E. Sexton, Dean of the New York University School of Law and Warren Burger Professor of Law in New York.
- A. A. Sommer, Jr., Counsel to Morgan, Lewis & Bockius L.L.P. in Washington, DC, and former SEC Commissioner.
The industry directors of NASD Regulation will include:
- Mary Alice Brophy, Managing Director/Director of Compliance at Dain Bosworth Inc., in Minneapolis and Chairman of the NASD Regulation Board of Directors.
- James C. Bradford, Jr., Senior Partner at J.C. Bradford & Company in Nashville.
- Richard F. Brueckner, Managing Director, Donaldson, Lufkin and Jenrette's Financial Services Group and its Pershing Division in Jersey City, New Jersey.
- J. Wendell Garrett, President of J. W. Garrett & Company in Phoenix.
- Dennis C. Hensley, Managing Director, Associate General Counsel, and Global Head of Compliance at J.P. Morgan & Co. Incorporated and its subsidiary, J.P. Morgan Securities, Inc., in New York.
- F. Van Kasper, Chairman and President, Van Kasper & Company in San Francisco.
- Carl E. Lindros, President, Santa Barbara Securities, Inc., in Santa Barbara, California.
- Edgar M. Norris, Jr., President and Chief Operating Officer of Edgar M. Norris & Co., Inc., in Greenville, South Carolina.
- James A. Richter, Managing Partner and Chief Executive Officer of Roney & Co., in Detroit.
- Todd A. Robinson, Chairman and Chief Executive Officer of Linsco/Private Ledger Corp. in Boston.
- William A. Rogers, Chief Operating Officer and Managing Partner at Wayne Hummer & Co. in Chicago.
- Robert A. Woeber, Chief Executive Officer of Arthurs, Lestrange & Company, Incorporated in Pittsburgh.
- Raymond E. Wooldridge, Chief Executive Officer at Southwest Securities Group, Inc. in Dallas and Vice-Chairman of the NASD Regulation Board of Directors.
Five New Directors Added to Nasdaq Board
As part of the NASD's commitment to increase public participation in the governance of Nasdaq, the Nasdaq Board is expanding the number of non-industry directors to include: Barbara Hackman Franklin, Bridget Macaskill, Dr. John D. Markese, and James F. Rothenberg. In addition, one new industry director, Jon S. Corzine, will join the Board.
The non-industry directors of the Nasdaq Board are:
- Leonard Abramson, founder and Chief Executive Officer of U.S. Healthcare, Inc., in Blue Bell, Pennsylvania.
- Michael W. Brown, Chief Financial Officer of Microsoft in Redmond, Washington.
- Barbara Hackman Franklin, President and Chief Executive Officer of Barbara Franklin Enterprises, an international consulting and investment firm headquartered in Washington, DC, and former U.S. Secretary of Commerce in the Bush Administration.
- Manuel H. Johnson, Co-Chairman and Senior Partner at Johnson Smick International, Inc., in Washington, DC, and former Vice Chairman of the Board of Governors of the Federal Reserve System.
- Bridget Macaskill, President and Chief Executive Officer of Oppenheimer Funds, Inc., in New York.
- Dr. John D. Markese, President of the American Association of Individual Investors in Chicago.
- James F. Rothenberg, President and Director of Capital Research and Management Company in Los Angeles.
- Patrick J. Welsh, co-founder of Welsh, Carson, Anderson & Stowe in New York and former President of Citicorp Venture Capital.
The industry directors will include:
- Jon S. Corzine, Chairman and Senior Partner of the Management Committee of Goldman, Sachs & Company in New York.
- Richard M. DeMartini, President and Chief Operating Officer of Dean Witter Capital and member of the Management Committee of Dean Witter, Discover & Co., in New York and current Chairman of the Nasdaq Board of Directors.
- Edward L. Goldberg, Executive Vice President, Operations, Systems and Telecommunications for Merrill Lynch & Co., Inc., in New York.
- Bruce C. Hackett, Managing Director and Member of the Executive Committee of Salomon Brothers, Inc., in New York.
- Howard W. Lutnick, President and Chief Executive Officer of the Cantor Fitzgerald group of companies in New York.
- Michael O. Sanderson, Chairman of Reuters America Holdings Incorporated and President and Chief Executive Officer of Instinet Corporation in New York.
In addition, a soon-to-be-named president of Nasdaq will serve as a member of the Board. "The governing boards of all three NASD organizations are well qualified to meet the challenges and responsibilities that lie ahead," said Mr. Hardiman. "These board members, in combination with a highly professional staff, will work diligently to enhance investor protection through self-regulation and to make the nation's fastest-growing stock market even better."