Subject: File No. SR-NASDAQ-2013-032
From: Matthew Hogan

March 18, 2013

This rule change will add another burden on smaller public companies and is unnecessary given all of the requirements of Sarbanes-Oxley. It seems completely counter to other efforts to reduce the compliance burdens on smaller public companies and would accomplish little given the existence of Sarbanes-Oxley. I would urge NASDAQ to reconsider, by carefully doing a cost-benefit analysis as there is definitely going to be an added administrative cost for smaller companies and there is no evidence that adding this requirement will produce significant value in the form of improved controls over what exists today.