da21f23e_sting_Standards___100_F_Street__NYSE
[0] Adviser Independence [Nasdaq] It is not necessary that a compensation adviser actually be independent, only that the compensation committee conduct and independence assessment taking into consideration the independence factors enumerated in the committee’s charter, before selecting, or receiving advice from, a compensation adviser. However, no independence assessment is required in the case of in-house counsel or a compensation adviser who’s role is limited to: (1) consulting on any broad-based plan that does not discriminate in scope, terms or operation, in favor executive officers or directors and is generally available to all salaried employees; and/or (2) providing information that either is not customized for the company or that is customized based on parameters that are not developed by the adviser and about which the adviser does not provide advice. [NYSE] 
It is not necessary that a compensation adviser actually be independent, only that the compensation committee conduct and independence assessment taking into consideration the independence factors enumerated in the committee’s charter, before selecting, or receiving advice from, a compensation adviser. However, no independence assessment is required in the case of in-house counsel or a compensation adviser who’s role is limited to: (1) consulting on any broad-based plan that does not discriminate in scope, terms or operation, in favor executive officers or directors and is generally available to all salaried employees; and/or (2) providing information that either is not customized for the company or that is customized based on parameters that are not developed by the adviser and about which the adviser does not provide advice.
The New Nasdaq and NYSE Compensation Committee Listing Standards - 100 F Street
NYSE