Governance

Our commitment to good corporate governance policies and practices is demonstrated by our Corporate Governance Guidelines, our rigorous Code of Business Conduct and Ethics (the “Code of Ethics”), the charters of the Audit, Compensation and ESG Committees of our Board, our Hedging Policy and our other corporate governance policies and practices.

Our independent directors are a diverse group, with our independent Audit and Compensation Committees consisting of 33% women and 33% 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 and Ethics and Professional Integrity

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 local languages and training and certifications are conducted annually for all employees. 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.

In 2021, we adopted a global anti-bribery and corruption policy. See – “Compliance and Anti-Financial Crime Policy and Bribery and Corruption below.

The Code of Ethics is available here.

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.

Hedging Policy

We have a policy with respect to hedging of equity securities issued by Newmark (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 our Audit Committee or its designees. For avoidance of doubt, Cantor and its affiliated entities or any securities issued by such entities other than Newmark are not covered under this Hedging Policy.

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 our outside independent 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 Chair of our Audit Committee and by our Chief Legal Officer, 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 employees submitting the Complaint.

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

We are committed to combating the global threat of cyber-attacks and to securing our business through our information security programs to operate with confidence, through a deep understanding of cyber-security risks, vulnerabilities, mitigations, and threats. We have a global cyber-security program applicable to all subsidiaries and business lines. We conduct periodic internal and external vulnerability audits and assessments and penetration testing and provide periodic training to employees and independent contractors.

The Cyber-Security and Information Security Program is available here.

Compliance & Anti-Financial Crime Policy

We are committed globally to our policy regarding anti-money laundering and anti-financial crime, including anti-bribery and corruption, counter-terrorism financing and anti-fraud. We are committed to compliance and training regarding 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 Global Anti-Financial Policy is available here.

Global Anti-Bribery and Corruption Policy

In 2021, we implemented a 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.

The Global Anti-Bribery and Corruption Policy is available here.

Data Privacy Program

We have a global data privacy program 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 here.

Environmental Policy

We have a policy with respect to our commitment to the responsible environmental management of our operations. We are creating a baseline to understand and minimize the impact that our business has on the environment and have begun to actively search for ways to reduce our footprint. We are pursuing traditional, as well as new and innovative, methods to achieve our goals. We are seeking to create a culture where environmental focus is a way of being rather than a secondary consideration…We believe that environmental focus and social responsibility are keys to successfully driving down resource consumption and climate change in the future. We realize that our employees, subcontractors, suppliers, and clients are critical to the success of our environmental reduction efforts. We have begun to review both within our own workplaces and at client sites we manage, the policies that will enable us to protect the environment and operate more sustainably. This culture and understanding encourages feedback and continuous improvement ideas, that can be found through efficiencies in processes and procedures.

The Environmental Policy is available here.

Our ESG Initiatives

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