We are committed to independent oversight of our businesses through dynamic and rigorous governance structures and procedures. Our independent Board of Directors meets frequently and consists of a majority of independent directors. We have a group of capable, active and qualified directors who serve on our board and all committees. Our independent directors are a diverse group, with our independent Audit, Compensation and Environmental, Social and Governance Committees consisting of 20% women and 40% persons of color. By cultivating a dynamic mix of people and ideas, we enrich the performance of our businesses, the experience of our increasingly diverse employee base, and the condition of our communities. Our directors are available here.
The following are some of the policy initiatives and governance structures in place at BGC.
Code of Business Conduct and Ethics and Professional Integrity
Our corporate values and strong policies and procedures regarding ethics, conflicts of interests, related party transactions and similar matters are contained in our Code of Ethics. This commitment applies to members of our Board, executive officers, other officers and our other covered employees globally. The Code of Ethics and its training modules are circulated in multiple local languages and training and certifications are conducted annually worldwide using our online training platform. Annual written certifications are required. Potential violations and disclosures globally are reviewed annually by executive management and escalated to the Audit Committee. Director and executive officer disclosures are reviewed by the Audit Committee on an annual basis. The Code of Ethics is available here. In 2021, we adopted a global anti-bribery and corruption policy. See “Compliance and Anti-Financial Crime Policy and Bribery and Corruption” below.
Specific guidance on the following important matters is contained in the Code:
- Cyber-Security Risks and Incidents
- Each Covered Person is responsible for using the Company’s computer, data, information, and network systems ethically and legally, and in full compliance with all Company computer, data, information, and network policies and procedures including the Company’s Acceptable Use Guideline (the “Guideline”). Each Covered Person must follow all security measures and internal controls for the Company’s computer, data, information, and network systems, including taking cyber-security precautions as set forth in the Guideline.
- Compliance with Laws, Rules, and Regulations
- A variety of laws, rules, and regulations apply to the Company and its business and affairs, and some carry criminal penalties. These include, but are not limited to, federal and state laws relating to the Company’s business and affairs, including federal occupational safety laws, employment and labor practices, and the Company’s status as a public company. Examples of criminal violations include, among others:
- making false or misleading disclosures in documents filed with the SEC;
- trading on inside information;
- communicating inside information to persons who may trade on the basis of such information;
- stealing, embezzling, or misapplying the Company’s funds or other assets; or
- using threats, physical force, or other unauthorized means to collect money.
It is the responsibility of each Covered Person to comply with the laws, rules, and regulations applicable to the Company and its business and affairs and/or to him or her personally. No Covered Person may delegate that responsibility to another person or to the Company.
- Compliance and Anti-Financial Crime Policy and Bribery and Corruption
- We are committed globally to our policy regarding anti-money laundering and anti-financial crime, including anti-bribery and corruption, counter-terrorism financing and anti-fraud. We are committed to compliance and training regarding all relevant laws, rules, and regulations designed to combat bribery and corruption, including, but not limited to, the UK Bribery Act of 2010 and the U.S. Foreign Corrupt Practices Act of 1977.
In addition, our Code of Ethics provides that we will not enter into a business relationship or engage in an activity if we know or have reasonable grounds to suspect that a business relationship or activity is connected with or facilitates bribery or corruption. It is the responsibility of each person covered under the Code of Ethics to comply with applicable anti-bribery and corruption laws. Persons covered under the Code of Ethics are required to report any suspicions of bribery or corruption to the Compliance Officer or, as appropriate, to the Committee or the Board, or in accordance with our Whistleblower Policy.
The Compliance & Anti-Financial Crime Policy is available here.
- Annual Risk Evaluation and Board-Level Risk Oversight
- The Board of Directors meets at least annually with our senior risk officer to review and evaluate our enterprise risk framework, risk management policies and practices, credit and risk mitigation policies and practices, and other related issues. During the first two months of the COVID-19 pandemic, the Board engaged in weekly meetings to discuss the COVID response and received updates and provided guidance to management as the pandemic unfolded.
- Focus on our Internal Control Environment
- As described more fully in its Charter, the primary function of the Audit Committee is to assist the Board of Directors in its general oversight of the Company’s financial reporting, internal control over financial reporting and audit process. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements; accounting and financial reporting principles; internal control over financial reporting; disclosure controls; and procedures designed to ensure compliance with accounting standards, applicable laws and regulations.
In particular, our overall control environment is a focal point for our management, the Audit Committee and the Board. With this focus and with the oversight of the Audit Committee and the Board, management has recently taken steps to further enhance our overall control environment.
- Conflicts of Interest
- The Company requires each Covered Person to promptly report his or her outside associations and personal business, financial, and other relationships and activities that may involve a potential conflict of interest or appearance of a conflict of interest, including a corporate opportunity, involving such Covered Person and the Company to the Compliance Officer or, as appropriate, to the Committee or the Board, unless such relationship or activity was already reported, so that the Company can take steps to address such conflicts of interest. The term “outside association” includes any commercial, familial, or otherwise material affiliation, association, or employment of an individual or entity with any person or entity other than the Company. The term “corporate opportunity” includes situations when a Covered Person may be tempted to take for himself or herself a business or other advantageous opportunity that such Covered Person became aware of as a result of, or in connection with, his or her duties and responsibilities to the Company, the use of Company information, funds, or other assets, or his or her position with the Company.
It is impractical to conceive of and set forth rules that cover all situations in which a potential conflict of interest or the appearance of a conflict may arise, including a corporate opportunity. The basic factor in all such situations is, however, the possible division of loyalty, or the perception of a division of loyalty, between the Company’s best interests and the interests of another person or entity that could possibly affect, or appear to affect, the Covered Person’s judgment or actions relating to the Company. Guidelines with respect to some sensitive areas in which potential conflicts of interest or the appearance of a conflict are likely to occur are set forth below. It is important to keep in mind that the following is not an exhaustive list of possible problem areas, but rather a guide in applying the Company’s basic conflict of interest policy to any situation. The important criterion is adherence to the spirit of this Code.
Notwithstanding the foregoing, the relationships and activities, including corporate opportunities, involving the Company, Cantor Fitzgerald, L.P. and its subsidiaries and affiliates (collectively, “Cantor Fitzgerald”), and/or Newmark Group, Inc. and its subsidiaries and affiliates (collectively, “Newmark”), shall not be governed by this Code as they are currently covered by the Company’s Amended and Restated Certificate of Incorporation, or by agreements between and among the Company and Cantor Fitzgerald, and/or Newmark and/or are otherwise subject to procedures requiring the review and approval of the Committee.
- Civic, Charitable, and Political Activities
- The Company supports the participation of Covered Persons in civic, charitable, and political activities. Each Covered Person is to conduct any such activities in a manner that does not involve the Company or create an appearance of Company involvement, endorsement, sponsorship, or support, and in a manner that does not interfere with his or her duties and responsibilities to the Company or adversely affect the quality or quantity of his or her work product for the Company.
- Fair Dealing
- Each Covered Person should deal fairly and in good faith with the Company’s customers, suppliers, regulators, business partners, associates, employees, and other persons. No Covered Person may take unfair advantage of anyone through manipulation, misrepresentation, inappropriate threats, fraud, bribery, abuse of confidential information, or other similar illegal, dishonest, unethical, or improper conduct.
Corporate Governance Guidelines
The Board of Directors has adopted Corporate Governance Guidelines that provide the framework for the governance of the Company. The Guidelines address, among other things, the composition and structure of the Board, including membership criteria, independence standards and limits on other directorships, duties and responsibilities of directors, meeting procedures, committees of the Board, executive officer leadership development and stockholder engagement, including with respect to ESG matters. The Board reviews these principles and other aspects of governance annually.
The Corporate Governance Guidelines are available here.
We have a policy with respect to hedging of equity securities issued by BGC (collectively, “Company Equity Securities”). In this regard, we prohibit our directors and employees, including our officers, from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of Company Equity Securities held by such persons, except with the explicit approval of our Audit Committee or its designees. For avoidance of doubt, Cantor and its affiliated entities or any securities issued by such entities other than BGC are not covered under this Hedging Policy.
The Hedging Policy is available here.
Whistleblower Complaint and Investigation Procedures for Accounting, Internal Controls, Auditing Matters and Employment and Labor Practices
We have a policy regarding reporting of complaints about accounting, internal controls, employment and labor practices, auditing matters, or questionable financial practices. The policy is designed to provide a channel of communication for employees and others who have concerns about our conduct or any of our directors or employees. Complaints are treated seriously and handled expeditiously. Any person may submit a complaint to our independent outside law firm to a dedicated hotline and email account available 24 hours a day, 7 days a week. Complaints that are accounting or financial in nature (“Accounting Complaints”) will be handled by the Chair of our Audit Committee and/or by our General Counsel, Corporate Secretary or designee.
Employees submitting an Accounting Complaint need not provide their names or other personal information and reasonable efforts will be used to conduct the investigation that follows from an Accounting Complaint from an employee in a manner that protects the confidentiality and anonymity of the employees submitting the Complaint.
Employees are reminded of the Whistleblower Policy at least annually and information is provided in more than a dozen local languages. We honor a culture of investigation, confidentiality and non-retaliation. Persons submitting complaints in good faith will not be subject to retaliation and the policy does not prohibit other actions protected under applicable law. The Whistleblower Policy is available here.
Independent Audit Committee
The Audit Committee consists solely of independent directors. It selects our independent registered public accounting firm, consults with our Auditors and with management with regard to the adequacy of our financial reporting, internal control over financial reporting and the audit process and considers any permitted non-audit services to be performed by our Auditors. The Committee also approves all related party transactions, oversees the management of our enterprise risk management program, oversees compliance with our Code of Business Conduct and Ethics, and administers our whistleblower policy, including the establishment of procedures with respect to the receipt, retention and treatment of complaints received by us regarding accounting, internal controls and auditing matters, and the anonymous submission by employees of complaints involving questionable accounting or auditing matters.
Our Audit Committee Charter is available here.
Independent Compensation Committee
The Compensation Committee consists solely of independent directors. The Committee is responsible for reviewing and approving all compensation arrangements for our executive officers and for administering our equity, partnership and incentive plans.
Our Compensation Committee Charter is available here.
Independent Environmental, Social and Governance Committee
The Environmental, Social and Governance Committee consists solely of independent directors. The Committee provides review and advice related to corporate governance and other ESG initiatives, strategies and procedures.
Our Environmental, Social and Governance Committee Charter is available here.
Cyber-Security and Informational Security Program
We are committed on a global basis to combating the global threat of cyber-attacks and to securing our business through our information security programs to operate with confidence, through a deep understanding of cyber-security risks, vulnerabilities, mitigations, and threats. We have a global cyber-security program applicable to all subsidiaries and business lines. We conduct periodic internal and external vulnerability audits and assessments and penetration testing and provide periodic cyber-security training to employees.
The Cyber Security Policy is available here.
Compliance & Anti-Financial Crime Program
We are committed globally to our policy regarding anti-money laundering and anti- financial crime, including anti-bribery and corruption, counter terrorism financing and anti-fraud.
The Compliance & Anti-Financial Crime Policy is available here.
Global Anti-Bribery and Corruption Policy
In 2021, we implemented a global policy to combat bribery and corruption through a clear set of policies and procedures outlining anti-bribery and corruption standards, procedures and annual employee training. The policy specifically defines Bribery and Corruption and provides for management and Board oversight.
The Global Anti-Bribery and Corruption is available here.