Table of Contents effectiveness of internal control over financial reporting at this entity because the Company did not complete its acquisition of these entities until December 2005. Our audit of internal control over financial reporting of The Nasdaq Stock Market, Inc. also did not include an evaluation of the internal control over financial reporting of Norway and its subsidiaries, including INET ECN. In our opinion, management's assessment that The Nasdaq Stock Market, Inc. maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, The Nasdaq Stock Market, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of The Nasdaq Stock Market, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2005 of The Nasdaq Stock Market, Inc. and our report dated March 3, 2006 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP New York, New York March 3, 2006 Item 9B. Other Information. Part III Item 10. Directors and Executive Officers of the Registrant. None Information about Nasdaq's code of ethics, as defined in Item 406 of Regulation S-K, and Nasdaq's audit committee composition and financial expert, as defined in Items 401(h) and (i) of Regulation S-K, are incorporated by reference from the discussion under the captions "Nasdaq Codes of Ethics" and "Board and Committee Meetingsā‚¬”Audit Committee," in Nasdaq's proxy statement for the 2006 Annual Meeting of Stockholders, or the Proxy. Information about Nasdaq's directors is incorporated by reference from the discussion under Proposal 1 in the Proxy. Information about Nasdaq's executive officers is incorporated by reference from the discussion under the caption "Executive Officers" in the Proxy. Information about Nasdaq's Nominating Committee is incorporated by reference from the discussion under the caption "Board and Committee Meetingsā‚¬”Nominating Committee" in the Proxy. Information about Section 16 reports, as required by Item 405 of Regulation S-K, is incorporated by reference from the discussion under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy. Item 11. Executive Compensation. Information about executive compensation is incorporated by reference from the discussion under the heading "Executive Compensation" in the Proxy. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information about security ownership of certain beneficial owners and management is incorporated by reference from the discussion under the heading "Security Ownership of Certain Beneficial Owners and Management" in the Proxy. 69

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