INTL FCStone 2011 Annual Report Download - page 12

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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 satisfi es our current listing and regulatory requirements. The
Company has instituted a Code of Ethics that demands honest and ethical conduct from all employees. Specifi c topics
covered are confl icts of interest, fair dealing, compliance with regulations and accurate fi nancial reporting.
EXECUTIVES
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 Company has a classifi ed Board of Directors consisting of thirteen directors, of which three are executive and ten
are non-executive. The Chairman is a non-executive director. The size of the Board will be reduced to eleven members in
2012 and to nine members in 2013, at which time the classifi cations will be eliminated. The Board oversees the strategy,
nances, operations and regulatory compliance of the Company through regular quarterly meetings and additional
special meetings when required. The non-executive directors regularly meet independently of the executive directors. The
Nominating & Governance, Audit and Compensation Committees are each composed of fi ve non-executive directors. The
Audit Committee meets the SEC requirement that at least one of its members should be a fi nancial expert.
FINANCIAL REPORTING AND INTERNAL CONTROL
The Company strives to present clear, accurate and timely fi nancial statements. Management has a system of internal
controls in place, regularly assesses the eff ectiveness of these controls and modifi es 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 compliance 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 fi lings on Form 8-K, press releases and postings on its website, www.intlfcstone.com.
FORWARD-LOOKING STATEMENTS
This Annual Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and
unknown risks and uncertainties, many of which are beyond the Company’s control, including adverse changes in
economic, political and market conditions, losses from the Company’s activities arising from customer or counterparty
failures, changes in market conditions, the possible loss of key personnel, the impact of increasing competition, the
impact of changes in government regulation, the possibility of liabilities arising from violations of laws or regulations
and the impact of changes in technology on our businesses. Although the Company believes that its forward-looking
statements are based upon reasonable assumptions regarding its businesses and future market conditions, there can be
no assurances that the Company’s actual results will not diff er materially from any results expressed or implied by the
Companys forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned that any
forward-looking statements are not guarantees of future performance.