INTL FCStone 2005 Annual Report Download - page 83

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CORPORATE GOVERNANCE STATEMENT
The Company is committed to high standards of corporate governance and has put in place a
framework that fosters good governance, is practical for a company of our size and satisfies our
current listing and regulatory requirements.
Executives
The Company has instituted a Code of Ethics that demands honest and ethical conduct from all
employees. Specific topics covered are conflicts of interest, fair dealing, compliance with regulations
and accurate financial reporting. The roles of Chairman and CEO are split. The CEO and CFO make
all necessary representations to satisfy regulatory and listing requirements. Executive compensation is
determined by a Compensation Committee composed exclusively of non-executive directors.
Board of Directors
The Board of Directors consists of three executive and four non-executive directors. All directors are
elected annually. The Board oversees the strategy, finances, operation and regulatory compliance of
the Company through regular quarterly meetings and additional special meetings when required. A
supermajority of directors or shareholders is required to change the Chairman. The non-executive
directors regularly meet independently of the executive directors. The Nominating, Audit and
Compensation Committees are composed of three non-executive directors each. The members of the
Audit Committee qualify as financial experts.
Financial Reporting and Internal Control
The Company strives to present clear, accurate and timely financial statements. Management has a
system of internal controls in place, regularly assesses the effectiveness of these controls and modifies
them as necessary. Risk management is an important aspect of this system of internal controls and
management has established a Risk Committee to establish and monitor conformance with risk
policies.
Investor Relations
The Company seeks to provide accurate and timely information to shareholders and other
stakeholders to facilitate a better understanding of the Company and its activities. The Company seeks
to distribute such information as widely as possible through filings on Form 8-K, press releases and
postings on its website www.intlassets.com.