Our independent directors are a diverse group, with our independent Audit and Compensation Committees consisting of 25% women and 25% persons of color. Our independent ESG Committee consists of 50% women and 50% persons of color. By cultivating a dynamic mix of people and ideas, we enrich the performance of our business, 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 Newmark.
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 is circulated in local languages and training and certifications are conducted annually for all employees. The Code of Ethics is available here.
Specific guidance on the following important matters is contained in the Code:
- Cyber-Security Risks and Incidents
- Compliance with Laws, Rules, and Regulations
- Bribery and Corruption
- Civic, Charitable, and Political Activities
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 environmental, social and governance (“ESG”) /sustainability matters. The Board reviews these principles and other aspects of governance annually. The Corporate Governance Guidelines are available here.
The Board of Directors meets at least annually with the Company’s senior risk officer for a review and evaluation of the enterprise risk framework Company-wide, risk management policies and practices and credit and risk mitigation policies and practices and other related issues.
We have a policy with respect to hedging of equity securities issued by the Company (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 the Company’s Audit Committee or its designees. For avoidance of doubt, Cantor and its affiliated entities or any securities issued by such entities other than the Company 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 the 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 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. Review processes and procedures are set forth in the policy.
Employees are reminded of the Whistleblower Policy at least annually and information is provided in 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 Information Security Program
Our Company is committed to combating the global threat of cyber-security and information security and to securing its business to operate with confidence, through a deep understanding of cyber security risks, vulnerabilities, mitigations, and threats. The Cyber Security and Information Program is available here.
Compliance & Anti-Financial Crime Policy
We are committed on a Company-wide basis 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.
Data Privacy Program
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. The Data Privacy Program is available here.