INTL FCStone 2012 Annual Report Download - page 14

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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 satises our current listing and regulatory requirements. The
Company has instituted a Code of Ethics that demands honest and ethical conduct from all employees. Specic topics
covered are conicts of interest, fair dealing, compliance with regulations and accurate 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
independent directors.
BOARD OF DIRECTORS
The Company has a classied Board of Directors consisting of two executive, one non-independent, and eight non-
executive directors, all eight of whom are independent. The Chairman is a non-executive director. The size of the Board will
be reduced to nine members in 2013, at which time the classi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 ve independent directors. The
Audit Committee meets the SEC requirement that at least one of its members should be a nancial expert.
FINANCIAL REPORTING AND INTERNAL CONTROL
The Company strives to present clear, accurate and timely nancial statements. Management has a system of internal
controls in place, regularly assesses the eectiveness of these controls and modi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 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 dier materially from any results expressed or implied by the Company’s
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.