No federal board-composition code, no residency test, no nationality test — and the highest board compensation in the world. What gates a US seat is not law, it is legibility to a nominating committee.
The United States has no equivalent of the UK Corporate Governance Code. Board composition is set by the listing standards of the NYSE and Nasdaq, by SEC rules on audit-committee independence, and by the fiduciary duties of state corporation law — principally Delaware. A US listed board must be majority independent with fully independent audit, compensation and nominating committees, which produces the largest independent-director population of any market. Nothing in that framework restricts a foreign national from serving, and US boards are among the best paid in the world.
Can a foreign director sit on a board here?
What you have to do
What actually gets in the way
Board composition
Each requirement is stated as arithmetic against the instrument that creates it, with who it binds. Nothing here is characterised as compliance or non-compliance — that is a legal conclusion about a specific company, and it is not ours to draw.
| Requirement | Threshold | Basis | Applies to |
|---|---|---|---|
| Independent directors | A majority of the board | NYSE 303A.01 / Nasdaq 5605(b)(1) | Listed domestic issuers |
| Audit committee | At least three members, all independent and financially literate | NYSE 303A.07, Nasdaq 5605(c), Exchange Act Rule 10A-3 | Listed issuers |
| Compensation committee | All independent, with heightened independence factors applied | NYSE 303A.05 / Nasdaq 5605(d) | Listed issuers |
| Nominating / corporate governance committee | All independent | NYSE 303A.04 / Nasdaq 5605(e) | Listed issuers |
Independence and tenure
Other tests
What a seat pays
NYSE Listed Company Manual · Section 303A.01
Listed companies must have a majority of independent directors, with independence affirmatively determined by the board.
New York Stock Exchange
Nasdaq Listing Rules · Rule 5605(b)(1)
A majority of the board must be independent directors, with independent directors holding regularly scheduled executive sessions.
Nasdaq
Securities Exchange Act Rule 10A-3
Every member of a listed issuer's audit committee must be independent, may not accept consulting or advisory fees from the issuer, and may not be an affiliated person of it.
SEC
Sarbanes-Oxley Act 2002 · s.407
The issuer must disclose whether the audit committee includes at least one audit committee financial expert, and if not, why not.
SEC
Delaware General Corporation Law
Establishes the fiduciary duties of care and loyalty owed by directors, the business judgment rule, and the entire-fairness standard for conflicted transactions. There is no residency or citizenship requirement for directors.
State of Delaware
Diversity requirements
How this regime map is maintained
Every requirement on this page is cited to the instrument that creates it, and the review date states when a person last checked it against the primary source. Nothing here is legal advice: rules change, and transitional provisions frequently apply. Verify against the primary instrument before you rely on it.
This regime map was last reviewed against primary sources in August 2026.
The demand thesis
This section is our reading of the market, not a statement of law. It is separated from the rules above for exactly that reason.
Why seats open
How you get in
What this market is short of
Most receptive sectors
United States feed
The same sourced stream as the central feed, isolated to the United States. Every item cites the authority that made the change.
The US Court of Appeals for the Fifth Circuit vacated the SEC's approval of Nasdaq's board diversity rule in December 2024, leaving US board composition governed by investor expectation rather than by mandate.
Read the full itemLive mandates
Statutory board seats, interim leadership and advisory engagements, on one board. Every brief states its provenance.
United States·Healthcare & Life Sciences
Nasdaq-listed mid-cap medical technology company
The company must disclose whether its audit committee includes an audit committee financial expert under SOX s.407, and the committee must be entirely independent under SEC Rule 10A-3. International expansion has also outrun the board's experience of the markets it now sells into.
United States·Financial Services & Fintech
US-listed financial technology company
The CISO has departed while the company is building the governance and disclosure process required by the SEC's cyber-security incident and risk-management disclosure rules. The audit committee requires continuity of accountability.
Mobility corridors
A corridor is a directional pair of markets between which experience is genuinely legible — and every one of them carries a friction, because a corridor with nothing to bridge would be a corridor nobody had thought about.
Shared language, shared investor base, and a UK audit-committee chair's experience translates onto a US audit committee where the SOX s.407 financial-expert designation is the requirement.
Friction — There is no US governance code to be fluent in — composition is set by exchange listing standards and Delaware fiduciary law, litigation exposure is materially higher, and equity compensation creates US tax filing obligations.
Japanese industrial and technology groups with substantial US operations, and US boards seeking directors who understand a supply base and a customer base concentrated in North Asia.
Friction — Board cadence is opposite — monthly in Japan against six to eight meetings a year in the US — and the two governance cultures make almost opposite assumptions about the director's role between meetings.
Israeli directors from cyber, semiconductor and digital-health companies hold exactly the capability US boards are shortest of, and most have already worked to US disclosure standards through a dual listing.
Friction — US securities-litigation exposure is materially higher than Israeli exposure, and equity compensation creates US tax filing obligations for a non-resident.
Brazilian directors from agribusiness, mining and energy hold operating experience of the supply chains and jurisdictions that US boards are newly exposed to through due-diligence and deforestation regimes.
Friction — US boards read Latin American governance experience as unfamiliar rather than as rigorous, so the burden of translation sits with the candidate.
Adjacent disclosure regimes, many cross-listed issuers, and audit-committee independence tests that are close cousins. A US audit-committee financial expert satisfies Canadian financial literacy comfortably.
Friction — The CBCA's 25% resident-Canadian requirement can block an appointment on a small federally incorporated board, and Canadian directors carry personal liability for unpaid wages and certain tax remittances.
A very large share of Israeli technology and life-sciences issuers are dual-listed in the United States and may elect to follow US governance rules, so a US audit-committee financial expert is directly qualified.
Friction — Where an issuer has not taken dual-listing relief, the external-director regime applies in full — a statutory office with its own qualification test, fixed term and minority-supported election.
US capital dominates the Novo Mercado shareholder register, the disclosure regime is built on comparable principles, and the 2021 removal of the residency requirement opened the board of directors to non-residents.
Friction — Board papers and every corporate act are in Portuguese, directors carry personal exposure in the tax and labour spheres, and the treaty network is thinner than in Europe.
The Value-up Programme has made capital allocation, cross-shareholding unwinding and shareholder returns board-level questions, and US directors have run those decisions.
Friction — Board papers are usually in Korean, the six-year tenure cap makes the commitment short, and apostilled documentation for registry filing routinely delays a foreign appointment.
US managers dominate the Cayman fund population, board process is in English and to US standards, and US fund-governance experience is exactly what institutional investors diligence.
Friction — Director registration with CIMA is compulsory, and a portfolio of twenty or more covered-entity directorships requires a Professional Director Licence — a hard threshold, not a guideline.
A very large share of Irish-authorised funds, insurers and technology subsidiaries are US-owned, and boards want directors who understand the US parent as well as the Irish regulator.
Friction — The Central Bank's fitness-and-probity process, and its direct assessment of time commitment, has no US analogue and surprises US candidates.
Questions
Yes. Neither federal securities law, the NYSE or Nasdaq listing standards, nor Delaware corporation law imposes a citizenship or residency test on directors. The genuine constraints are practical: EDGAR credentials, US tax exposure on equity compensation, and national-security review in defence and critical-technology sectors.
A majority of the board must be independent, and the audit, compensation and nominating committees must be composed entirely of independent directors. Audit-committee independence is additionally governed by SEC Rule 10A-3, which is stricter than the general exchange test.
No, and none is proposed. Long tenure is raised by proxy advisers and institutional investors at annual meetings rather than being capped by rule, which makes the US the most tenure-permissive major market on this exchange.
ID Exchange of America
The mobility index scores it against your own record across four named components — corridor strength, legal openness, what this market is short of, and the language its boards work in — and tells you plainly when the answer is no.