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Governance Guidelines
ADOPTED NOVEMBER 18, 2003
A. Board Size, Composition and Qualifications
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1. |
General
The directors are elected each year by the stockholders at the annual
meeting of stockholders. Stockholders may propose nominees for consideration
by the Nominating and Corporate Governance Committee by submitting the names
and supporting information to: Secretary, Knight Capital Group, Inc., 545
Washington Boulevard, Jersey City, NJ 07310.
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2. |
Size
The Company's By-Laws provide for a Board of Directors with up to 25 members. The exact number will be set by a majority of the Board.
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3. |
Composition
Independent directors will comprise a majority of the Board. For purposes of these Guidelines, "independent" will be as defined under the listing standards of The Nasdaq Stock Market, Inc.
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4. |
Specific Qualification Rules for All Board members
The following specific rules shall apply to all Board members:
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a. |
Disqualifying Factors
Absent a waiver by a majority of the Board, no member of the Board:
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(i) |
shall be an employee or director of a company in significant competition with the Company;
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(ii) |
shall be an employee or director of a major or potentially major customer, supplier, contractor, counselor or consultant of the Company;
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(iii) |
shall have been an employee of the Company within the last three years; or
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(iv) |
shall be an executive officer of a company where a Knight Capital Group Director serves on the board. The Nominating and Corporate Governance Committee shall determine annually whether each then current Board member is subject to any of the above disqualifying factors and report to the Board on its determination. If a Board member is subject to one of the above disqualifying factors, absent a waiver by a majority of the Board (excluding the affected member(s)), s/he will immediately offer his/her resignation to the Board and the Board will accept the offer of resignation. |
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b. |
Retirement Age
Absent a waiver by a majority of the Board (excluding the affected member(s)), each Board member, upon reaching the age of seventy-two (72) years, will resign effective upon the next Board meeting.
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c. |
Term Limit
Absent a waiver by a majority of the Board (excluding the affected member(s)), no Board member (other than the Chief Executive Officer) may serve for more than 15 full one-year terms.
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d. |
Job Change
Absent a waiver by a majority of the Board (excluding the affected member(s)), if a Board member's principal occupation or business association changes substantially (including retirement) following his/her initial election, s/he must immediately resign from the Board
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e. |
Conflicts of Interest
In addition to abiding by the Company's Code of Business Conduct and Ethics, each Board member must recuse himself/herself from any discussion or decision affecting his/her personal, business or professional interests (other than in his/her capacity as a director or stockholder of the Company).
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f. |
Service on Other Boards
No Board member shall serve on more than two boards of public companies in addition to the Knight Capital Group Board, unless an exception is granted by a majority vote of the full Board (excluding the affected member(s)). In addition, absent a waiver by a majority of the Board (excluding the affected member(s)), no Board member may serve as a member of the board of any entity that has one or more executive officers serving as a member of the Company's Board. Service with non-profit institutions shall not be included in determining compliance with this subsection (f). |
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5. |
Qualifications for Non-Employee Board Members
The Company has established criteria to be considered for nomination to the Board. Such criteria are listed as Annex A to the Company's Nominating and Corporate Governance Committee Charter.
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6. |
Qualifications for Employee Board Members
The only officers or employees of the Company who will be considered for service on the Board are the Chief Executive Officer and other members of senior corporate management who have the potential to become Chief Executive Officer of the Company. |
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ANNEX A - CRITERIA FOR NOMINATION TO THE BOARD
- Directors should be of the highest ethical character and share the values of Knight Capital Group, Inc.
- In selecting Directors, the Board should generally seek individuals who have experience at a strategy/policy setting level or who have high-level managerial experience in a relatively complex organization, including business, government, education and technology sectors, or who are accustomed to dealing with complex problems.
- At the same time, in recognition of the fact that the foundation of the Company is in financial services and technology, the Board should also seek some Directors who are widely recognized as leaders in the fields of financial services or technology, including those who have received the most prestigious awards and honors in their field.
- Each Director should have relevant expertise and experience, and be able to offer advice and guidance to the chief executive officer based on that expertise and experience
- The majority of Directors on the Board should satisfy the definition of "independent" under the listing standards of The Nasdaq Stock Market, Inc.
- Each Director should have the ability to exercise sound business judgment.
- Each Director should have an ability to work effectively with others.
- Each Director should have sufficient time to devote to the affairs of the Company.
- Directors should be selected so that the Board of Directors is a diverse body, with diversity reflecting gender, age, ethnic background, country of citizenship and professional experience.
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