PUBLIC FILINGS, PARTNERSHIP AND CORPORATE GOVERNANCE INFORMATION
To view BGC Partners, Inc.’s filings with the Securities and Exchange Commission, including annual (10-K), quarterly (10-Q) and currents reports (8-K), proxy statements (DEFA 14A) and registration statements (S-1, S-3, S-4, S-8, prospectuses, etc.) , please access the following link: http://ir.bgcpartners.com/financial-reports-filings/sec-filings/BGC-Filings/default.aspx
Long Term Incentive Plan and Partnership Documents
• Sixth Amended and Restated Long Term Incentive Plan
• Registration Statement on Form S-8 (File No. 333-207257)
• Registration Statement on Form S-4 (File No. 333-169232)
• Long Term Incentive Plan – Description and Frequently Asked Questions
• BGC Holdings, L.P. – Agreement of Limited Partnership, as amended and restated (together with amendments thereto)
• BGC Holdings, L.P. – Participation Plan
• Complaint and Investigation Procedures for Accounting, Internal Accounting Controls or Auditing Matters
• Code of Business Conduct and Ethics
This code of conduct is also available in the following languages:
• Charter of the Audit Committee of the Board of Directors
• Charter of the Compensation Committee of the Board of Directors
UNDERSTANDING BGC BROKERING SERVICES
BGC FINANCIAL, L.P.
BGC Financial, L.P. Annual Regulatory Disclosures
CFTC Rule 1 55(k) Firm Specific Disclosure Statement
CFTC Rule 1 55(b) Risk Disclosure Statement
SEC Order Routing Disclosure
Mint Brokers Annual Regulatory Disclosures
CFTC Rule 1 55(k) Firm Specific Disclosure Statement
CFTC Rule 1 55(b) Risk Disclosure Statement
BGC BROKERS, L.P.
Where a service and/or information is provided by BGC in the United Kingdom, it has been approved by BGC Brokers L.P. whose address is One Churchill Place, Canary Wharf E14 5RD. BGC Brokers L.P. is authorised and regulated by the Financial Conduct Authority. Their FCA Register Numbers is 454814 respectively. Access to the FCA Register can be gained via the following link: www.fsa.gov.uk/register/. The investment services displayed on the BGC website are not available to any UK “Retail Client” (as defined by the Financial Conduct Authority). BGC does not deal with or for Retail Clients. To receive a copy of the Pillar 3 disclosures or Country-by-Country Reporting for BGC Brokers L.P., please email: firstname.lastname@example.org.
ORDER EXECUTION POLICY FOR PROFESSIONAL CLIENTS
The Markets in Financial Instruments Directive (MiFID) came into force on 1st November 2007. One of its requirements is that BGC implement a ‘Best Execution Policy’. Information on the BGC Best Execution Policy is set out below.
The BGC Best Execution Policy applies when BGC executes orders or receives and transmits orders on your behalf.
BGC will be executing orders on your behalf where you legitimately rely on us to protect your interests in relation to pricing or other aspects of the transaction that may be affected by how BGC executes the order. For example this will be the case when BGC:
executes an order by dealing as agent;
executes an order by dealing as riskless principal on your behalf; and
“works” an order on your behalf.
BGC will not be executing orders on your behalf (and will not therefore owe a duty of best execution) where we publish a quote or provide a “request for quote” service and you transact with us on the basis of that quote.
3. The Quality of Execution
When executing orders on your behalf in relation to financial instruments, we will take all reasonable steps to achieve what is called “Best Execution” of your orders. This means that we will have in place a policy and procedure designed to obtain the best possible execution result for your order.
We will take into consideration a range of different factors such as price, the cost of the transaction, the need for timely execution, the liquidity of the market, the size of the order and the nature of the financial transaction. We will also take into account your understanding and experience of the market in question, your dealing profile, the nature of the dealing service you require of us and the specific and general instructions given to us by you which may prioritise how we are to execute your orders.
In the absence of specific instructions from you, we will exercise our own discretion in determining factors we need to take into account for the purpose of providing you with Best Execution.
Our commitment to provide you with Best Execution does not mean that we owe you any fiduciary responsibilities over and above the specific regulatory obligations placed upon us or as may be otherwise contracted between us.
4. Exemptions from Best Execution
There are certain circumstances where the Best Execution obligation does not apply:
If you are classified as an Eligible Counterparty the rules relating to Best Execution do not apply.
Market Practices in OTC markets
In the wholesale OTC derivative and fixed income markets in which we operate it is normal practice for our clients to approach a number of different brokers and dealers for quotes. Clients then make their own decision to trade based on these quotes. In these circumstances there is no expectation between the parties that BGC is acting ‘on behalf’ of the client, and therefore Best Execution does not apply.
Name Passing Transactions
When we act in a name passing (or name give-up) capacity we are receiving and transmitting clients’ orders. However, as we are not receiving and transmitting clients’ orders for execution, the requirements in respect of Best Execution do not apply.
When you give us a specific instruction in relation to your order, or any particular aspect of your order, including an instruction for your trade to be executed on a particular venue, we will execute the order in accordance with your instructions. In following your instructions we will be deemed to have taken all reasonable steps to have provided you with the best possible result for the aspect of the order to which the specific instruction relates.
Please be aware that any specific instructions from you may prevent BGC from taking steps that it has designed and implemented to obtain the best possible result in respect of the elements covered by those instructions.
In addition when you place an order on a multilateral trading facility (MTF), the best execution provisions of MiFID will not apply to the operator of the MTF as your order will be classified as a specific instruction.
Although the Best Execution rules do not apply in the above circumstances, we will still continue to act in your best interests and provide you with the same high standard of service which we apply to all client orders.
5. Execution Factors
We will have regard to the following factors when taking steps to obtain the best possible result when executing your orders:
• speed of execution
• likelihood of execution
• speed of settlement
• likelihood of settlement
• size of the order
• nature of the order
• any other consideration relating to the execution of the order
We will take into account the following criteria when determining the relative importance of the above factors:
• the characteristics of the client
• the characteristics of the order
• the characteristics of the financial instrument subject to the order
• the characteristics of the order execution venues to which that order can be directed
When executing orders on your behalf, the relative importance that we assign to the factors in providing you with Best Execution is in most cases price followed by speed and likelihood of execution. The other executing factors will then be determined on the basis of discussions with you and on market conditions which may be subject to sudden change.
6. Execution Venues
Execution venues (sources of liquidity) will be selected on the basis that the venue is likely to provide the best possible result for the order. These will include:
• Regulated markets
• Market makers or other liquidity providers
• Multilateral trading facilities (MTFs)
Some client orders will therefore be executed on venues not deemed to be either Regulated Markets or MTFs, for example when an order is executed through BGC’s client base. You are required to give your express consent to enable us to execute orders on your behalf in this manner. Please ensure that you return the Client Acknowledgment and Consent slip.
BGC will assess on a regular basis the quality of the execution afforded by these venues on which we execute your orders and whether we need to change any execution arrangements.
We will take steps so that we do not structure or charge commissions in a way which will discriminate unfairly between execution venues.
Please also note that, as a regulated market will charge exchange fees which reflect the quality of its execution facilities, we have to price the cost of our own business model and the utilisation of our capital to support our dealing with you (including carrying the risk of those dealings e.g. credit risk) as part of our assessment of the quality of execution offered to you.
7. Monitoring the Best Execution Policy
We will continually monitor the effectiveness of the policy. We will review annually, or whenever a material change occurs, the quality of execution afforded and whether we need to change our execution arrangements. This policy will be posted on our website and you are advised to review the website from time to time for any material changes.
8. General Consent
There is a requirement to obtain your prior consent to this order execution policy. If we receive an order from you on or after 1 November 2007, you will have deemed to have given your consent to this policy.
BGC –BGC Brokers, L.P. or any branch thereof located in the EEA.
Execution Venue – A regulated market, an MTF, a systematic Internaliser, or a market maker or other liquidity provider or an entity that performs a similar function in a third country.
Financial Instruments – Instruments specified in Section C of Annex I to MiFID.
MiFID – The European Parliament and Council Directive on markets in financial instruments (no. 2004/39/EC).
Multilateral Trading Facility (MTF) – A multilateral system, operated by an investment firm or a market operator, which brings together multiple third party buying and selling interests in financial instruments – in the system and in accordance with non discretionary rules – in a way that results in a contract in accordance with the provisions of Title II of MiFID.
Dealing on Own Account – Trading against proprietary capital resulting in the conclusion of transactions in one or more financial instruments.
Professional Client – A client meeting the criteria laid down in paragraph 1 of Annex II of MiFID.
Regulated Market – A multilateral system operated and / or managed by a market operator which brings together or facilitates the bringing together of third party buying and selling interests in financial instruments in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III of MiFID.
Systematic Internaliser – An investment firm which, on an organised, frequent and systematic basis, deals on own account by executing client orders outside a regulated market or an MTF.
Please note that system response and account access times may vary due to a variety of factors, including trading volumes, market conditions, system performance, and other factors.
The registered office of BGC Brokers L.P. is at 1 Churchill Place, London, E14 5RD.
The FCA register appears at http://www.fsa.gov.uk/register/. The FCA regulates the financial services industry in the United Kingdom and is located at 25 The North Colonnade, Canary Wharf, London, E14 5HS.