Intercontinental Exchange
Corporate Responsibility

Leading in Corporate Governance

Since our initial public offering on the NYSE in 2005, we have demonstrated that innovation and customer focus are our company’s key growth drivers. At the time, we had approximately 200 employees worldwide, but even then our focus was on our customers and delivering growth for shareholders. We have delivered significant growth since then, but this focus has not changed. We maintain the entrepreneurial culture and innovative spirit that have produced record revenue and adjusted earnings each of the last 10 years as a public company.

Our company’s success has been built by operating as one company -- one culture and team, one focus on growth and innovation and a common measure of success, which focuses on serving customers, the market place and delivering shareholder value.

Business highlights:

  • Track record of double-digit earnings growth
  • Our strong business model provides significant operating leverage
  • Strong track record of technology and product innovation
  • Diversified business mix across business lines and geographies
  • Global clearing house and risk management capabilities
  • Demonstrated ability to integrate acquisitions
  • Growing our dividends for shareholders
  • Proactive, problem-solving approach to industry issues
  • Founder-led management team with unique entrepreneurial culture

Focus on strong governance policies

Our board is committed to strong governance to drive the long-term growth of the company for our shareholders. Board members are actively involved in various committees and in risk oversight. Directors may, and often do, communicate directly with senior management on any areas of our business for which they would like additional information. For example, management provides the Board’s Nominating and Corporate Governance Committee with updates on sustainability activities.

Our board has diverse experience across a variety of industries and functions, representing a cross-section of viewpoints, backgrounds, experience and demographics. Our board makeup has critical skill sets crossing finance, accounting and financial reporting, technology, operations, academia and the political, regulatory and legal areas.

Highlights of our corporate governance practices:

  • 90% of the Board is independent
  • Fully independent Audit Committee
  • Fully independent Compensation Committee
  • Fully independent Nominating and Corporate Governance Committee
  • Fully independent Risk Committee
  • Lead independent director with clearly defined responsibilities
  • Annually elected board with a majority vote standard
  • Annually elected board with a majority vote standard
  • Ability of shareholders to recommend a director candidate through board approved proxy access (subject to U.S. Securities and Exchange Commission [SEC] approval)

We have been closely following proxy access proposals. While we know that shareholder viewpoints on this topic are varied, the trend toward adopting proxy access is increasing. In 2016, ICE’s board adopted proxy access. Due to the corporate bylaws relating to our ownership of a national securities exchange, the SEC must approve the changes to our bylaws that incorporate proxy access before these provisions are effective. If our proxy access bylaw proposal is approved in its current form, then qualified shareholders could nominate candidates for election to our Board of Directors based on the following criteria:

  • Any shareholder (or group of up to 20 shareholders) owning 3% or more of ICE’s common stock continuously for at least three years may nominate up to two individuals or 20% of our Board, whichever is greater, as director candidates for election to the Board, and require us to include such nominees in our annual meeting proxy statement if the shareholders and nominees satisfy the requirements contained in our proposed Bylaws.

Even before adopting proxy access, ICE’s current shareholder rights provide sufficient opportunity for investors to nominate directors for consideration, and this information is detailed in our Proxy Statement and Company Bylaws, which are available on the corporate website at http://ir.theice.com.

Communications with Board of Directors

We have an established process for interested parties to communicate with members of the ICE Board of Directors, which allows for written communication to be sent to:

Information about our Board of Directors communications policy can be found on our website at http://ir.theice.com.

As discussed above, we have strong compensation and governance practices, and we continue to strengthen our practices where appropriate. We believe that our rigorous goal-setting process and our desire to achieve above-market results incentivize ICE employees to succeed. In simple terms, throughout the organization, we link pay with performance. Employees are compensated according to their individual contribution and overall company performance, as well as several qualitative and quantitative measures. We align employees’ interest to those of our shareholders, and we believe that this program supports teamwork and provides constructive transparency.

Our pay-for-performance culture also foresees that the amount of total compensation that is delivered via performance-based compensation increases for more senior roles. Performance measures are company-wide and are not business unit/division specific, which furthers our goal of working together as one team. In addition, this structure allows us to drive performance and to retain talent throughout the organization.

Highlights of compensation practices:

  • Broad-based variable compensation plans, including broad-based use of equity compensation
  • Compensation benchmarking against peer companies
  • Mandatory and competitive stock ownership requirements for our officers and directors
  • Anti-hedging and anti-pledging requirements
  • No “golden parachute” excise tax gross-up provisions in employment agreements with executive officers
  • Change in control provisions require a “double-trigger”
  • More than 85% of named executive officer, or NEO, targeted compensation delivered through variable, performance-based compensation programs
  • More than 60% of NEO targeted compensation delivered through equity compensation programs
  • Mix of cash/non-cash and short-term/long-term incentives provides appropriate balance between longer-term business objectives and shorter-term retention and competitive needs
  • Annual cash bonus opportunity and performance-based restricted stock units capped at 200% of the established target opportunity
  • No pension plans or special retirement programs for executives
  • Modest perquisites
  • Compensation recoupment policies, or “clawbacks”

We believe that providing the majority of our NEOs’ compensation in the form of long-term equity awards, when combined with our clawback policy and stock ownership requirements, has the additional benefit of discouraging employees to take inappropriate risks.

World-class Cybersecurity Capabilities

Exchanges and clearing houses play a central role in the functioning of global financial markets. This responsibility requires that security and technology matters are managed to prevent market disruptions. The secure transmission of confidential information and the ability to reliably carry out transactions on our electronic platforms and provide financial data services are critical elements of our operations. To that end, we operate an Information Security program that is designed to prevent, identify, track, and mitigate cybersecurity incidents and that has successfully detected and mitigated such incidents in the past. We regularly test the technology solutions that we have implemented to safeguard the security of our systems and data.

Strong Risk Management Capabilities

Cybersecurity risk is addressed both at the board and management levels. The Board implements its risk oversight function primarily through the Risk Committee and the Audit Committee. While the Board oversees our risk management processes, our management team is charged with managing risk in our day-to-day operations. Internal processes and controls identify and govern operational and financial risks. The Board, the Audit Committee and the Risk Committee monitor and evaluate the effectiveness of our internal controls and risk management program and management communicates routinely with the Audit and Risk Committees on these topics.

Cybersecurity has been identified as a top area of concern for corporate boards in 2016. NYSE Governance Services regularly sponsors educational forums for board members and executives about the risks and responsibilities associated with cybersecurity. The NYSE Governance team continues to work with experts in the field and regularly publishes information on preparing for such issues.

More information about how our Board oversees and manages risk can be found in our Proxy Statement, which is available on our website at http://ir.theice.com.

Consistent with our focus on strong governance at regulated subsidiaries, we have strong independent Board and Committee structures at our regulated subsidiaries to ensure that those businesses adhere to all appropriate local laws and regulations.