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 and Compensation Committees consisting of 25% women and 25% 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 & Ethics
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 Business Conduct and Ethics (the “Code of Ethics”). This commitment applies to members of our Board of Directors, executive officers, other officers and our other covered employees globally. The Code of Ethics is circulated in 13 languages and training and certifications are conducted annually worldwide. The Code of Ethics is available here.
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.
- Bribery and Corruption
- The Company does not tolerate bribery or corruption. The Company is committed to compliance with 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. The Company will not enter into a business relationship or engage in an activity if it knows or has reasonable grounds to suspect that a business relationship or activity is connected with or facilitates bribery or corruption. It is the responsibility of each Covered Person to comply with applicable anti-bribery and corruption laws. Covered Persons 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 the Company’s Whistleblower Policy.
- 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.
The Board of Directors (the “Board”) of BGC Partners, Inc. (the “Company”) has adopted a Policy Statement regarding the hedging of equity securities issued by the Company (collectively, “Company Equity Securities”) by the members of the Board and the Company’s employees, including its officers (collectively, “Covered Persons”).
The Hedging Policy is available here.
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. Complaints that are accounting or financial in nature (“Accounting Complaints”) will be handled by the Company’s Audit Committee.
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 such 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. We honor a culture of investigation, confidentiality and non-retaliation. 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
Cyber Security Program Policy
The Company is committed on a global basis to combatting the global threat of cyber security and to securing its business to operate with confidence, through a deep understanding of cyber risks, vulnerabilities, mitigations, and threats.
The Cyber Security Policy is available here.
Compliance & Anti-Financial Crime Program Policy
The Company is committed on a global basis to Anti-Money Laundering (“AML”) and Anti-Financial Crime (“AFC”) including Anti-Bribery and Corruption (“ABC”), Counter Terrorism Financing (“CTF”) and Anti-Fraud.
The Compliance & Anti-Financial Crime Policy is available here.
Data Privacy Program Policy
The Company is committed to conducting its business in line with the right to privacy set forth in the Universal Declaration of Human Rights (Article 12). As such, we are committed to handling personal data responsibly and recognize the privacy rights of persons involved in our business dealings.