The NASDAQ OMX Group, Inc. ("NASDAQ OMX") Board of Directors (the "Board") has developed corporate governance policies and practices to help it fulfill its responsibilities to shareholders. These governance policies and practices are memorialized in these guidelines.
The purpose of these Corporate Governance Guidelines ("Guidelines") is to assist the Board in the exercise of its responsibilities and to provide a concise description of the corporate governance obligations, principles and practices of the Board. The Guidelines, in conjunction with the NASDAQ OMX Certificate of Incorporation, By-Laws and Committee Charters, form the framework for the governance of NASDAQ OMX and help assure that the Board will have the necessary information, authority and practices in place to review and evaluate NASDAQ OMX business operations and risks, and to make decisions independent of management.
The Board is committed to upholding the highest legal and ethical conduct in fulfilling its responsibilities. The Board expects NASDAQ OMX Board members, officers and employees to act ethically at all times.
Since the operation of the Board is a dynamic process, with the assistance of the Nominating & Governance Committee, these Guidelines are reviewed periodically and subject to future refinement or changes as the Board may find necessary or advisable.
Stockholders elect the Board to oversee management and to assure that the long-term interests of stockholders are being served. Through oversight, review, and counsel, the Board establishes and promotes NASDAQ OMX business and organizational objectives. The Board oversees NASDAQ OMX business affairs and integrity, works with management to determine the mission and long-term strategy, reviews internal control over financial reporting, assesses corporate risks and strategies for risk migration, performs the annual Chief Executive Officer evaluation and oversees the Chief Executive Officer succession planning process.
The Board recognizes that the long-term interest of stockholders are advanced by responsibly addressing the concerns of other stakeholders, including employees, customers, suppliers, the government, the public and communities in which NASDAQ OMX does business.
The Board has a function independent of management and is not responsible for the day-to-day affairs of NASDAQ OMX. However, it does have the responsibility to oversee management and be informed, investigate and act as necessary to promote the NASDAQ OMX business and regulatory objectives. As required by applicable law, the commitment of the Board is to NASDAQ OMX as a whole and not just one constituency. Thus, the commitment includes the best interests of its stockholders.
The Board reviews reports by management on its performance, its plans and business prospects, as well as issues facing NASDAQ OMX during its regularly scheduled meetings and any special meetings. Board members are expected to prepare for, attend and participate in all scheduled Board and applicable Committee meetings.
In addition to its general oversight of management, the Board also performs a number of specific functions, including:
Board meetings are scheduled in advance, although special meeting may be called as necessary. The meetings are usually held at NASDAQ OMX headquarters in New York, New York, but may occasionally be held at another facility in the United States or abroad.