Governance

We are committed to independent oversight of our businesses through dynamic and rigorous governance structures and procedures. Our 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 our independent Audit, Compensation and Environmental, Social and Governance Committees. 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:

Corporate Governance Policies and Practices

Our commitment to good corporate governance policies and practices is demonstrated by our Corporate Governance Guidelines, our rigorous Code of Ethics, the charters of the Audit, Compensation and ESG Committees of our Board, our Insider Trading Policy, our Policy on Hedging (“Hedging Policy”), our Clawback Policy, and our other corporate governance policies and practices. Some highlights of our corporate governance policies and practices include the following:

• ● Independence of a majority of the members of the Board;
• ● Only independent directors serve on each committee;
• ● Annual independence review of independent outside directors;
• ● Diverse array of personal characteristics and professional experience of the Board;
• ● Strict ethical and other criteria for membership on the Board;
• ● Annual election of each member of the Board — we do not have a classified (“staggered”) Board;
• ● Annual evaluation of the performance of our Co-Chief Executive Officers;
• ● Procedures for establishing and disseminating agendas and materials for meetings of the Board and its committees in advance;
• ● Periodic executive sessions of independent directors;
• ● Detailed processes and review of all related party transactions and required approval by independent directors;
• ● Access of the Board and its committees to management and ability to retain outside independent advisors;
• ● Insider Trading Policy, including prohibitions against trading while in possession of material, non-public information;
• ● Prohibitions against hedging;
• ● Clawback Policy for Incentive-Based Compensation;
• ● The ability of our Board to accept the required resignation of a director who fails to obtain a majority vote for election;
• ● No stockholder rights plan or other “poison pill” or similar anti-takeover device;
• ● A prohibition on personal loans to directors and executive officers;
• ● Requirement for directors to inform the Board of changes in their principal job responsibilities;
• ● Limits on the service of directors and executive officers on other public company boards;
• ● Director orientation and continuing education;
• ● Annual self-assessments of the performance of our Board and its committees and individual directors;
• ● Annual review of our corporate governance policies and practices;
• ● Strict procedures and enforcement of our ethical standards and our conflict of interest policies, including our robust Whistleblower Policy — completely confidential and with a whistleblower hotline available 24/7;
• ● Diversified mix of cash and short- and long-term equity awards designed to be highly retentive and risk appropriate and to align the interests of our executive officers with those of our stockholders;
• ● Executive officers holding much of their personal net worth in our and our affiliates’ equity;
• ● Robust global annual review and oversight of Code of Ethics responses;
• ● Succession planning and management development of executive officers and potential senior managers having significant responsibility for business areas;
• ● Annual stockholder say-on-pay votes;
• ● Annual ratification of the appointment of our independent registered public accounting firm; and
• ● Our Board-level ESG Committee.

Code of Business Conduct and 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 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.

Compliance and Anti-Financial Crime Program Policy Statement

We are committed globally to our policy regarding anti-money laundering and anti-financial crime, including anti-bribery and corruption, counter-terrorism financing, anti-fraud and anti-market abuse. We are also committed to compliance and training regarding all relevant laws, rules, and regulations designed to combat bribery and corruption. The Compliance & Anti-Financial Crime Program Policy Statement is available here.

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 Audit Committee or the Board, or in accordance with our Whistleblower Policy.

Global Anti-Bribery and Corruption Policy Statement

We have a specific 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.

This is policy can be found 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.

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.

Our Corporate Governance Guidelines are available here.

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 taken steps to further enhance our overall control environment

Cybersecurity Program Policy Statement

We are committed to combating the global threat of cyberattacks and to securing our business through our information security programs to operate with confidence, through a deep understanding of cybersecurity risks, vulnerabilities, mitigations, and threats. These processes are managed by our cybersecurity team headed by our CISO and supported by our business continuity teams. We conduct periodic internal and external vulnerability audits and assessments and penetration testing and provide periodic cybersecurity training to employees.

The Cybersecurity Program Policy Statement can be found here.

Data Privacy Program Policy Statement

We have a global data privacy policy statement applicable to all subsidiaries and business lines. We are committed to conducting our 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. Our policy provides a mechanism for data subjects to raise concerns about personal data and privacy as well as a right of access to personal information, rights to correct or amend such information and the right to request deletion of such personal information.

The Data Privacy Program Policy Statement can be found here.

Insider Trading Policy

We have an Insider Trading Policy applicable to transactions by, among others, our directors, officers and employees, in BGC or Newmark equity securities (“Covered Equity Securities”) and transactions in other companies’ securities, which prohibits trading while in possession of material, non-public information about BGC, Newmark or other companies. Additionally, all trades involving Covered Equity Securities must be disclosed to the Company’s compliance department before such trades are made. The Insider Trading Policy states that it is our policy to comply with all applicable securities and other laws and regulations when engaging in transactions in Covered Equity Securities or the securities of other companies.

Additionally, under the Insider Trading Policy, we have pre-clearance procedures and processes for transactions in Covered Equity Securities that all our directors, executive officers, and other designated persons. Under these procedures and processes, such persons’ transactions in Covered Equity Securities are subject to pre-clearance through our legal and compliance department. Persons subject to pre-clearance requirements are also required to receive approval in advance of entering into or modifying any trading plans designed to be compliant with Rule 10b5-1 under the Exchange Act.

Our Insider Trading Policy can be found here.

Hedging Policy

We have a Hedging Policy with respect to equity securities issued by BGC. In this regard, we prohibit our directors, officers, and employees, including leased employees, brokers and independent contractors, 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 equity securities issued by BGC held by such persons, except with the explicit approval of our Audit Committee or its designees.

The Hedging Policy can be found here.  

Compensation Recovery/Clawback Policy

The Company has adopted a compensation recovery policy (“Clawback Policy”) for its executive officers, effective as of December 1, 2023, with retroactive applicability to October 2, 2023. The Clawback Policy applies to compensation received by the Company’s executive officers that results from the attainment of a financial reporting measure based on or derived from financial information (“Incentive-Based Compensation”). The Clawback Policy provides for recovery of Incentive-Based Compensation received by a covered person in the event of an accounting restatement due to material noncompliance with financial reporting requirements that is in excess of the Incentive-Based Compensation that such person would have received based upon the restated financial reporting measure. The Clawback Policy only applies to Incentive-Based Compensation and does not apply to compensation that is purely discretionary or purely based on subjective goals or goals unrelated to financial reporting measures.

The Clawback Policy is available here. 

Whistleblower Complaint and Investigation Policy

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 through 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 employee 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.

Our Whistleblower Policy is available here.

Audit Committee Charter

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.

Compensation Committee Charter

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.

Environmental, Social and Governance Committee Charter

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.

Long Term Incentive Plan

The Long Term Incentive Plan is available here.

Incentive Bonus Compensation Plan

The Incentive Bonus Compensation Plan is available here.