Corporate Governance 2017-10-10T09:39:30+00:00

Commitment to openness and transparency

Creating transparency is the highest objective of good corporate governance. This provides information on structures and processes, area of responsibility and decision procedures as well as rights and obligations of various stakeholders. The Board of Managers The Board of Managers is KCG’s highest governing body. The main responsibility of the Board is to oversee the management of business and affairs of the Company. In this regard, the Board establishes policies, reporting mechanisms and procedures in view of safeguarding the assets of the Company and ensuring its long-term viability, profitability and development. The Board is committed topromoting an environment of corporate responsibility and ethical values with respect to KCG. The Board is composed of the CEO, CFO, General Managers and National Managers. The Board seeks to discharge such responsibility by reviewing, discussing and approving the Company’s strategic planning and organizational structure, and supervising management to oversee that the strategic planning and organizational structure enhance and preserve the business and underlying values of the Company. The best interests of the Company must be paramount at all times. Mandate of the Chairman of the Board of Managers The Chairman of the Board of Managers carries the responsibility of ensuring that the Board executes its mandate effectively, efficiently and independently.

The Chair of the Board

Appointment

The chair of the board shall and will be the residing Chief Executive Officer of the company (CEO). The Chair of the Board shall be responsible for the organization and efficient operation of the Board and its committees. The Chair will ensure effective communication between the Board and management.

Specific Role and Responsibility:

• Chair Board meetings.

• Ensure that the Board works as a cohesive team under his leadership and that Board meetings are conducted in such a manner that facilitates the exchange of constructive and objective points of view, and encourages all managers to participate in such a way that is conducive to good decision making.

• Ensure that the Board has adequate resources, especially by way of full, timely and relevant information to support its decision-making requirements.

• Reviews the Board meeting agendas to ensure that matters are brought up in a timely fashion and that they are documented in a manner that allows the making of well informed decisions and provide input on the preparation of agendas for Board and committee meetings.

• Ensure that a process is in place to monitor legislation and best practices which relate to the responsibilities of the Board, to assess the effectiveness of the overall Board and its committees on a regular basis. Consult with the owners and the Board on the effectiveness of Board Committees.

• Ensure delegated committee functions are carried out and reported to the Board.

• Ensure that the board members have adequate opportunities to meet to discuss issues without Management present.

• Communicate to management, as appropriate, the results of private discussions among outside managers and ensure that the expectations of the Board towards management and those of management towards the Board are clearly expressed in a respectful and constructive manner.

• Oversee the evaluation of the performance of senior executives or officers.

• Oversee the Board’s obligation to that the Company implements its code of ethics. KCG Corporate Profile 33

Committees

Standing and Ad Hoc Committees The Board has established five standing committees – the Corporate Governance Committee; the Corporate Communication Committee; the Finance and Risk Committee; the Human Resources Committee; and the Management Information Systems Committee. In addition to these regular committees, the Board may appoint ad hoc committees periodically or as needed

Committee Composition

Each of the committees shall be composed of members of the Board, having regard to the needs of each committee and the expertise of individual members of the Board, and any applicable regulation.

The Corporate Governance Committee

The Corporate Governance Committee is generally responsible for the governance of the Board and recommending to the Board the required amendments to the Board of Manager’s Mandate. The Committee is also responsible for developing the Company’s approach to corporate governance. In addition, this Committee is responsible for maintaining an effective working relationship between the Board and management.

The Corporate Communication Committee

The Corporate Communication Committee is responsible for the overseeing of the company’s policies and practices pertaining to its occupational health and safety, environment, communication, corporate contributions, public and social matters and the company’s relationship with its strategic suppliers and customers and finally media.

The Finance and Risk Committee

The Finance and Risk Committee is generally responsible for reviewing and inquiring into matters affecting the integrity and performance of the Company’s financial reporting, the system of internal accounting and financial controls and procedures, and financial procedures and plans; overseeing the Company’s policies and practices relating to corporate compliance and risk management strategies; recommending to the Board the appointment of the external auditors; and reviewing with management and reporting to the Board annually on the Company’s financing plans and objectives.

The Human Resources Committee

The Human Resources Committee is generally responsible for overseeing the Company’s policies and practices with respect to its human resources; reviewing recommendations for the appointment of persons to senior executive positions; considering terms of employment, including succession planning and matters of compensation; recommending to the Board the goals and objectives used to determine executive leadership compensation; and evaluating the executive leadership team’s performance and making recommendations to the Board with respect to any incentive compensation plans.

Management Information Systems Committee

The Management Information Systems Committee is generally responsible for overseeing the Company’s direction with regards to information technology. The committee shall ensure the implementation of the board’s will in terms of information technology and will recommend technologies and courses of action in that regards.

Strategic Planning and Risk Management Company Mission

The Board has oversight responsibility to participate directly, and through its committees, in reviewing, discussing and approving the mission of the Company and its objectives and goals.

Business, Financial and Strategic Plans

The Board is responsible, on at least an annual basis, for reviewing the business, financial and strategic plans by which it is proposed that the Company may reach its objectives and goals.

Monitoring Progress

The Board is responsible for adopting processes for monitoring the Company’s progress toward its strategic and operational goals, revising and altering its direction to management in light of changing circumstances affecting the Company, and taking action when Company performance falls short of its goals or other special circumstances warrant.

Board Guidance

The Board is responsible for providing input to management on emerging trends and issues and on strategic plans, objectives and goals that management develops.

Risk Management

The Board is responsible for the identification of the principal risks of the Company’s business, including strategic, financial, operational and reputation risks, and ensuring the implementation of appropriate systems to effectively monitor and manage such risks with a view to the long-term viability of the Company. The Board will endeavor in good faith and in its business judgment to achieve a proper balance between the risks incurred and the potential return to the Company’s owners.

Monitoring of Financial Performance and other Financial Reporting Matters

Internal Controls

The Board is responsible for taking reasonable steps to ensure the implementation and integrity of the Company’s internal control and management information systems.

Approval of Financial Statements

The Board is responsible for approving the audited financial statements, interim financial statements and the notes and Management’s Discussion and Analysis accompanying such financial statements. Approval of interim financial statements and Management’s Discussion and Analysis accompanying such financial statements may be delegated to the Finance and Risk Committee.