© 2021 KOR Reporting, Inc.

KOR Reporting Governance 

Principles

2021-04-01
KOR Reporting Governance Principles 2

Table of Contents

TABLE OF CONTENTS ...............................................................................................................................................................2

1. OVERVIEW ..........................................................................................................................................................................4

2. MISSION STATEMENT OF THE BOARD OF DIRECTORS .....................................................................................4

3. BOARD MEMBERSHIP AND STRUCTURE.................................................................................................................5

3.1 SIZE OF BOARD......................................................................................................................................................................................5

3.2 BOARD NOMINATION AND SELECTION..............................................................................................................................................5

3.3 BOARD COMPOSITION; MIX OF INDEPENDENT AND EMPLOYEE DIRECTORS...........................................................................6

3.4 BOARD MEMBERSHIP CRITERIA........................................................................................................................................................6

3.4.1 General Criteria .......................................................................................................................................................................6

3.4.2 Trade Repository Relevant Criteria ................................................................................................................................7

3.5 DETERMINATION OF “INDEPENDENT” DIRECTORS .......................................................................................................................7

3.6 BOARD MEMBER REMOVAL.................................................................................................................................................................7

3.6.1 Removal for cause...................................................................................................................................................................7

3.7 RETIREMENT .........................................................................................................................................................................................8

3.7.1 Term Limits...............................................................................................................................................................................8

3.7.2 Retirement Policy....................................................................................................................................................................9

3.7.3 Retirement Policy – Employee Directors......................................................................................................................9

3.7.4 Other Board Commitments.................................................................................................................................................9

3.8 NOMINATION AND ELECTION OF CHAIRMAN..................................................................................................................................9

3.9 BOARD MEETINGS................................................................................................................................................................................9

3.9.1 Selection of Agenda Items...................................................................................................................................................9

3.9.2 Attendance.................................................................................................................................................................................9

3.9.3 Distribution of Materials; Board Presentations ..................................................................................................... 10

3.9.4 Attendance of Non-Directors.......................................................................................................................................... 10

3.9.5 Participation in Strategic Issues Discussions........................................................................................................... 10

3.9.6 Number of Meetings............................................................................................................................................................ 11

3.9.7 Minutes..................................................................................................................................................................................... 11

4. ETHICS AND CONFLICTS OF INTEREST.................................................................................................................11

5. BOARD COMPENSATION.............................................................................................................................................11

6. EXECUTIVE SESSIONS AND MEETINGS OF INDEPENDENT DIRECTORS ...................................................11
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7. BOARD ACCESS TO SENIOR MANAGEMENT ........................................................................................................11

8. OUTSIDE ADVISORS .....................................................................................................................................................12

9. BOARD INTERACTION WITH INVESTORS, MEDIA, PEERS, CUSTOMERS, ETC........................................12

10. CONFIDENTIALITY OF INFORMATION...............................................................................................................12

11. BOARD ORIENTATION AND CONTINUING EDUCATION...............................................................................12

12. BOARD EVALUATIONS..............................................................................................................................................13

13. COMMITTEES ...............................................................................................................................................................13

13.1 COMMITTEES ...................................................................................................................................................................................13

13.2 COMMITTEE ASSIGNMENTS AND CHAIRS...................................................................................................................................13

13.3 BOARD COMMITTEE MEETINGS...................................................................................................................................................13

13.4 COMMITTEE REPORTS TO THE BOARD.......................................................................................................................................14

14. MANAGEMENT STRUCTURE, EVALUATION, AND SUCCESSION.................................................................14

14.1 MANAGEMENT STRUCTURE..........................................................................................................................................................14

14.2 SELECTION OF MANAGEMENT......................................................................................................................................................14

14.3 CHIEF EXECUTIVE OFFICER AND CHIEF COMPLIANCE OFFICER: GOALS AND PERFORMANCE EVALUATION..............14

14.4 MANAGEMENT SUCCESSION PLANNING.....................................................................................................................................14

15. APPENDIX A..................................................................................................................................................................15

15.1 INDEPENDENCE STANDARDS............................................................................................................................................15
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1. Overview

The following Governance Principles have been adopted by the Board of Directors (the “Board”) of 

KOR Reporting Inc. (the “Company”) to serve as a flexible framework to assist the Board in the 

exercise of its responsibilities. These Governance Principles reflect the Board’s commitment to 

monitor the effectiveness of policy and decision making both at the Board and management level. 

These governance principles should be interpreted in the context of all applicable laws, KOR 

Reporting’s Bylaws, other governing legal documents and company policies. These governance 

principles are subject to modification from time to time by the Board.

KOR’s governance arrangements are transparent to support, among other things, the objectives of 

the Federal Government pursuant to Section 21(f)(2) of the Act.

References: CFTC Rule(s) §49.20(a), 49.20(b), 49.20(b)(1), and 49.20 (b)(2).

2. Mission Statement of the board of directors

The Board believes that all directors represent the balanced interests of the Company as a whole.

It represents the stakeholders’ interest in perpetuating a successful business and optimizing longterm financial returns consistent with legal requirements and ethical standards. The Board also 

recognizes the important role the Company plays in the marketplace and the importance of 

providing active governance designed to ensure the safety and soundness of its operations. The 

Board is responsible for establishing the general oversight framework, including identifying and 

taking reasonable actions, intended to achieve these goals.

The Board’s principal oversight functions are to:

a. Review, approve and monitor the Company’s major strategic, financial and business 

activities and opportunities, including declarations of dividends and 

major transactions;

b. Review, approve and monitor the Company’s annual budget;

c. Review, monitor and take reasonable actions with respect to the Company’s 

financial performance;

d. Review, assess and provide oversight of the Company’s risk management practices, 

the integrity and adequacy of its enterprise risk management program, which is 

designed to identify, manage and plan for its Swap Data Repository, compliance, 

financial, operational, reputational, and strategic and commercial risks;

e. Select, evaluate and approve the compensation of the Chief Compliance Officer and, 

if necessary, appoint a replacement;

f. Review and monitor plans for the succession of the Chief Executive Officer and other 

members of senior management.
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References: CFTC Rule(s) §49.20(b)(2)(ii) and 49.20(b)(4).

3. Board membership and structure

3.1 Size of Board

The Board shall be comprised of at least three Directors. The size of the Board is designed to ensure 

it maintains the appropriate expertise, industry knowledge and skills to effectively oversee the 

Company’s complex business while maintaining compliance with applicable listing and regulatory 

requirements.

3.2 Board nomination and selection

The Board is composed of individuals selected from the following groups: employees of KOR, Clients

with derivatives industry experience, independents, and members of senior management. KOR 

welcomes suggestions from Market Participants of proposed or alternative candidates to serve on 

the Board. The Board reserves the right to establish committees as necessary and appropriate to 

manage its operations and provide strategic guidance. 

The first step for the nomination process for both the board and any committees is for the Board to 

evaluate current Board members to assess whether they are performing satisfactorily and should be 

considered for re-election. Evaluations may be performed by a subset of the Board or an 

independent third party to ensure fairness.

The second step for the nominating process is to receive recommendations for new board members 

from management, current board members, and Market Participants. The Board should review the 

resumes of potential candidates, assessing their skills and experience to determine if they meet 

qualifications for the position. In reviewing candidate profiles, the committee should also consider

the Board membership criteria as defined under 3.4 Board Membership Criteria of the Rulebook. 

The Board membership criteria also is set forth in Section 3.4.1 below.

The Board then makes contact with each candidate to make an assessment for a high level of 

personal and professional integrity, as well as to assess their level of commitment to the 

organization, and availability. This is often done by assigning one member to one candidate, who will 

bring a candidate summary with recommendations back to the full Board. Additional interviews by 

the Board and the CEO may be necessary to ensure due diligence. Additional interviews may be 

conducted with the assistance of a third party.

A final slate of recommended candidates is created for formal approval. Nominees should not be 

present at this meeting to allow for open discussion by the board.

Board Members may vote by written ballot, voice vote, or a roll call vote. A member may move to 

reopen voting. If the vote to reopen voting is negative, it can be reconsidered. All voting on matters 
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related to this Section 2.2 take place in accordance with and subject to the provisions of the 

Company’s Bylaws.

3.3 Board Composition; Mix of Independent and Employee 

Directors

At least a majority of the directors will be independent directors as determined in accordance with 

the section “Determination of ‘Independent’ Directors” below (each an “Independent Director” and 

collectively the “Independent Directors”). The Board has adopted and disclosed categorical standards 

to assist it in determining a director’s independence.

In addition to Independent Directors, the Board believes that it is often in the best interest of KOR 

Reporting to have non-Independent Directors. The expectation of the Board is that the number of 

directors who also serve as employees of the Company (each an “Employee Director” and collectively 

the “Employee Directors”) should be at least one and fewer than the number of Independent 

Directors.

3.4 Board Membership Criteria

3.4.1 General Criteria

The Board seeks directors from diverse professional backgrounds who combine a broad spectrum of 

experience and expertise with a reputation for integrity. Board members should have the 

characteristics essential for effectiveness as a member of the Board, including but not limited to:

a. Integrity, objectivity, sound judgment and leadership;

b. The relevant expertise and experience required to offer advice and guidance to the Chief 

Executive Officer and other members of senior management.

c. The ability to make independent analytical inquiries.

d. The ability to collaborate effectively and contribute productively to the Board’s discussions 

and deliberations;

e. An understanding of the Company’s business, strategy and challenges;

f. The willingness and ability to devote adequate time and effort to Board responsibilities and 

to serve of Committees at the request of the Board; and

g. Is not a Disqualified Person (as described below).

A “Disqualified Person” is any person who (i) is or has been subject to any statutory disqualification 

under Section 3(a)(39) of the Securities Exchange Act or Sections 8a (2)-(4) of the Commodity 

Exchange Act or (ii) is or has been subject to disqualification under 17 CFR § 1.63.

Each Board member is expected to ensure that his or her other commitments do not materially 

interfere with his or her service overall as a director.
KOR Reporting Governance Principles 7

3.4.2 Trade Repository Relevant Criteria

When evaluating potential Board members, it is important that the composition of the board allows 

the Applicant to comply with applicable core principles, regulations, as well as the rules of the 

Applicant; as such the following criteria will be looked for in individual Board members, or where a 

Bord member is lacking in one area that other Board members can fill those gaps. 

a. Will not present antitrust or conflict of interest issues

b. Derivatives markets experience

c. Regulated entity experience (e.g., SEF, DCM, DCO, SDR or TR, etc.)

d. Information and cyber security experience

e. Operations and technology experience

3.5 Determination of “Independent” Directors

The Board shall review annually the relationships that each director has with the Company (either 

directly or as a partner, equity holder or officer of an organization that has a 

relationship with the Company). Following such annual review, only those directors who the 

Board affirmatively determines have no material relationship with the Company (either directly or as 

a partner, equity holder, or officer of an organization that has a relationship with the Company) will 

be considered Independent Directors, subject to additional qualifications prescribed applicable law. 

Each director shall notify the Chairman and Chief Executive Officer as soon as practicable of any 

event, situation or condition that may affect the Board’s evaluation of his or her independence.

The Board has adopted the categorical standards set forth in Appendix A to assist in determining 

whether a “material relationship” exists. 

3.6 Board member removal

Board members shall remain in office until removed by the parent company, KOR Financial, by a 

written instrument signed by the Board (and, for purposes of clarification, the Member may be 

removed and replaced, with or without cause, at any time in its sole discretion), until such member

resigns in a written instrument delivered to the Board, such member dies or is unable to serve, or 

until the end of the term of the member’s Board Director Agreement if not renewed. In the event of 

any such vacancy, the Board may fill the vacancy. All voting on matters related to a Board member’s 

tenure take place in accordance with and subject to the provisions of the Company’s Bylaws.

3.6.1 Removal for cause

If any member of the Board of Directors, an officer, or employee of the Company or other interested 

person including customers of the Company, has reason to believe that the conduct of a Board 

member is or is likely to be prejudicial of the Company, such person shall provide written notice 
KOR Reporting Governance Principles 8

sufficient to identify the member and the conduct in question to the Secretary of the Company who 

shall institute the following procedures.

a. Upon receipt of this notice, the Secretary shall present the Board whom will determine if an 

investigation is warranted.

b. If the determination is that the allegations do not warrant a further review, the matter shall 

be noted in the minutes but no further action need be taken.

c. If an investigation is warranted, the Board of the Company shall be entitled to appoint whom 

shall conduct the investigation. It may be an internal or external investigation.

d. Upon completion of said investigation, the findings shall be reported to a meeting of the 

Board. If the Board determines that there is insufficient evidence regarding the alleged 

conduct, the matter shall be dropped and the matter written in the board meeting minutes. 

If the Board determines a removal is warranted, a resolution shall be drafted for removal 

and voted upon.

e. If a resolution for removal has been adopted by a majority of the Board members voting, the 

notice of removal and the charges for such removal shall be sent to the member who is the 

subject of the removal notice.

i. If the member chooses to appeal, they shall have the right to present at a special 

Board meeting either: (1) a written presentations to the Board addressing the 

charges; or (2) shall be allowed to be heard in his or her defense, with the aid of 

counsel if they so choose, at their own expense.

ii. Upon review of the presentation by the member subject to the removal notice, a 

majority vote by the Board members authorized to vote shall determine whether the 

member in question shall be removed. The member subject to the removal notice 

shall be recused from such a vote.

iii. The basis for either removal or retention of the member on the Board of the 

Company shall be entered into the minutes.

f. The Secretary of the Board shall make all necessary filings to reflect the removal of the 

member in question. 

3.7 Retirement

3.7.1 Term Limits

The Board does not favor term limits for directors but believes that it is important to monitor overall 

Board performance. While term limits could help ensure that there are fresh ideas and viewpoints 

available to the Board, term limits risk losing the contribution of directors who have been able to 

develop valuable insight into the Company and its operations and, therefore, provide an important
KOR Reporting Governance Principles 9

contribution to the Board as a whole. The Board believes that, as an alternative to strict term limits, 

it can ensure that the Board continues to evolve and adopt new viewpoints through the evaluation 

and nomination process described in these Principles.

3.7.2 Retirement Policy

The Board does not favor a mandatory retirement age for directors. It is the responsibility of the 

Nominating and Governance Committee to consider each director’s participation in and contribution 

to the activities of the Board in connection with its nomination process.

3.7.3 Retirement Policy – Employee Directors

Employee Directors should resign from the Board upon their resignation, removal or retirement as 

an officer of the Company.

Unless deemed appropriate to become Independent Directors, such Employee Directors may be 

removed by a simple majority vote of the remaining Directors if such Employee Directors do not 

voluntarily resign from the Board. 

3.7.4 Other Board Commitments

Non-Employee Directors should advise the Chairman and Chief Executive Officer in advance of 

accepting an invitation to serve on another board (public or private) to ensure that such additional 

board service will not impact such director’s ability to serve on the Company’s Board and does not 

create a conflict of interest. Non-Employee Directors should advise the Chairman and Chief 

Executive Officer of other board positions prior to accepting a Board position at the Company.

An Employee Director should not accept an invitation to serve on another board without prior 

approval by the Chairmen and Chief Executive Officer.

3.8 Nomination and Election of Chairman

In accordance with the Company’s Bylaws, the Board shall have a Chairman. Any vacancy in the 

position of the Chairman shall be filled by a majority vote of the Board. 

3.9 Board Meetings

3.9.1 Selection of Agenda Items

The Chairman and Chief Executive Officer, in coordination with the Corporate Secretary and Chief 

Compliance Officer, should establish the agenda for Board meetings. Any director may request that 

an item be included on any meeting agenda.

3.9.2 Attendance
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Directors are expected to prepare for, attend, and participate in all Board and applicable Committee 

meetings. A director who is unable to attend a meeting (which it is understood will occur on 

occasion) is expected to notify the Corporate Secretary, the Chairman or Chief Executive Officer in 

advance of such meeting.

3.9.3 Distribution of Materials; Board Presentations

It is important for directors to have materials on topics to be discussed sufficiently in advance of the 

meeting date and for directors to be kept abreast of developments between Board meetings. The 

Company regularly informs directors of internal and competitive developments and shall distribute 

written materials for use at Board meetings sufficiently in advance of meetings to permit meaningful 

review in accordance with the Guidelines for Management Presentations to the Board.

Directors can generally expect to receive summaries/slides of presentations several business days in 

advance of a meeting to enable them to prepare for the meeting. Directors should review material 

distributed in advance of such meetings. In the event of a pressing need for the Board to meet on 

short notice or if such materials would otherwise contain highly confidential or sensitive information, 

it is recognized that written materials may not be available in advance of the meeting. All materials 

are made available electronically by the Corporate Secretary or his or her designee.

3.9.4 Attendance of Non-Directors

The Board believes that attendance of key executive officers augments the meeting process. 

Members of the Company’s senior management and other employees may attend Board meetings at 

the invitation of the Chairman or Chief Executive Officer.

The Chairman and Chief Executive Officer encourage members of senior management to respond to 

questions posed by directors relating to their areas of expertise. Such persons shall not attend 

executive sessions either of the Board or any committee thereof (each a “Committee” and 

collectively the “Committees”), unless requested. The Board also believes that members of senior 

management of the Company and its subsidiaries can assist the Board with its deliberations and 

provide critical insights and analyses, particularly when the Board hears presentations on the 

business plan for the upcoming year. Attendance of such individuals allows the most knowledgeable 

and accountable executives to communicate directly with the Board. It also provides the Board 

direct access to individuals critical to the Company’s succession planning.

3.9.5 Participation in Strategic Issues Discussions

To facilitate the Board’s oversight of the Company’s major strategic, financial and business activities, 

the Company will hold discussions of the Board and management focused on the overall strategic 

objectives of the Company. Strategic issues are discussed at regular Board meetings and, 

periodically, meetings are devoted exclusively to strategy issues. The frequency of strategy meetings 

varies with changes in the business environment and the organization.
KOR Reporting Governance Principles 11

3.9.6 Number of Meetings

The Board shall hold a minimum of four meetings per year. In addition to the regularly scheduled 

meetings, unscheduled Board meetings may be called, upon proper notice, at any time to address 

specific needs of the Company.

3.9.7 Minutes

The conclusions and decisions of the Board and its Committees as well as any directives to 

management are recorded in the minutes of their meetings. The minutes of each meeting of the 

Board and its Committees are presented to and approved by the Board or the applicable Committee 

customarily at its next meeting. Signed Committee minutes shall be included in the Board materials 

as soon as possible after being approved by the Committee and signed by the applicable Chair.

4. Ethics and Conflicts of Interest

Reference Rulebook section under same name under “Board of Directors” and the “Board of 

Directors Conflict of Interest Policy”.

5. Board Compensation

An Employee Director shall not receive additional compensation for service as a director.

The Company believes that compensation for non-Employee Directors should be competitive. The 

Compensation Committee will periodically review the level and form of the Company’s director 

compensation, including how such compensation relates to director compensation of companies of 

comparable size and complexity. Changes to director compensation will be proposed to the full 

Board for consideration.

Director’s fees (including stipends and committee fees in the form of cash or equity) are the only 

compensation a member of the Compensation Committee may receive from the Company.

6. Executive Sessions and Meetings of Independent 

Directors

The Independent Directors shall meet in an executive session (without management and nonIndependent Directors) on a quarterly basis. These executive sessions shall be chaired by the 

Chairman and who may, at his or her discretion, invite the Chief Executive Officer, other nonIndependent Directors or other members of management to participate in a portion of such 

executive sessions, as appropriate.

7. Board Access to Senior Management
KOR Reporting Governance Principles 12

Directors should have complete and open access to members of senior management. Directors shall 

coordinate such access through the Chief Executive Officer. Directors will use their judgment to 

assure that this access is not distracting to the business operation of the Company. In addition, the 

Chairman and Chief Executive Officer shall invite key employees to attend Board sessions at which 

such persons can meaningfully contribute to Board discussion.

8. Outside Advisors

The Board shall have the right at any time to retain independent outside financial, legal or other 

advisors, at the expense of the Company, without consulting with, or obtaining approval from, senior 

management. The Board Committees shall have the ability to engage independent outside financial, 

legal or other advisors as described in the applicable committee charter.

9. Board Interaction with Investors, Media, Peers, 

Customers, etc. 

The Chairman and Chief Executive Officer, and such other persons as they may designate from time 

to time, are authorized to speak on behalf of the Company. Individual directors may, from time to 

time, meet with or communicate with various constituencies that are involved with the Company. It 

is expected that directors would do this with the knowledge of management and, in most instances, 

at the request of management. Directors are encouraged to refer all inquiries from the press, 

clients, partners or industry participants to the Chief Executive Officer.

Directors are expected to comply with the Company’s External Communication Policy.

10. Confidentiality of Information

In order to facilitate open discussion, confidentiality of information and deliberations is an 

imperative. Each director has an affirmative duty to safeguard the confidentiality of information 

provided to the Board as well as the nature of Boardroom deliberations.

11. Board Orientation and Continuing Education

The Company shall provide new directors with a director orientation program to familiarize such 

directors with, among other things, the Company’s business, strategic plans, significant financial, 

accounting and risk management issues, compliance programs, conflicts policies, code of business 

conduct and ethics, corporate governance principles, principal officers, internal auditors and 

independent auditors. In addition, directors shall be provided with continuing education on subjects 

that would assist them in discharging their duties, including briefing sessions on topics that present 

special risks, including information and technology and security and opportunities to the Company. 

The Company will also provide access to outside educational programs and the Corporate Secretary 

or his or her designee will periodically advise directors of available opportunities.
KOR Reporting Governance Principles 13

12. Board Evaluations

The Company Secretary will administer an annual self-evaluation of the Board and shall be 

responsible for establishing the evaluation criteria and process for such evaluation. This selfevaluation of the Board will focus on the performance of the Board and its Committees as a whole, 

concentrating on areas where performance might be improved. The results of the Board selfevaluation will be presented to the Board. 

Each Board established Committee shall conduct an annual self-evaluation. The Chairman of each 

Committee shall report on the Committee’s recommendations, if any, relating to the evaluations and 

copies of any written evaluations shall be provided to the Board.

13. Committees

13.1 Committees

The Board has established the Risk Committee comprised entirely of Independent Directors. 

The Board may, from time to time, form a new committee or disband a current committee 

depending on circumstances. In addition, the Board may determine to form ad hoc committees from 

time to time and determine the composition and areas of responsibility of such committees.

Currently, no committee has

a. The authority to act on behalf of the board of directors, or

b. The authority to amend or constrain actions of the board of directors.

13.2 Committee Assignments and Chairs

The Chairman and Chief Executive Officer shall be responsible for making recommendations to the 

Board with respect to the assignment of directors to various committees, including the designation 

of Chair, to the full Board for approval on an annual basis.

Committee assignments and the designation of Committee Chairs should be based on the director’s 

knowledge, interests and areas of expertise. There are no fixed terms for Committee membership. 

The Board believes that rotation of Committee assignments should occur at periodic intervals but 

should not be mandated as a policy as there may be reasons to maintain an individual director’s 

Committee membership for extended periods of time.

13.3 Board Committee Meetings

Committee Chairs should regularly consult with the Chairman and Chief Executive Officer to obtain 

his insights and to optimize Committee performance. All standing Committees should meet regularly 

during the year and receive reports from Company personnel on Company developments affecting 
KOR Reporting Governance Principles 14

the Committee’s work. The Committee chairs, in consultation with the Chairman and Chief Executive 

Officer, as necessary, establish the frequency and length of Committee meetings. Committee 

members are expected to prepare for, attend and participate in all Committee meetings and should 

use their best efforts to attend in person. 

13.4 Committee Reports to the Board

The Board agenda shall include regular reports from the Chairs of each of its Committees on their 

proceedings and deliberations. The Committees also bring to the Board for consideration those 

matters and decisions which the Committees judge to be of special significance. These Committees, 

other that the Executive Committee, also provide a written annual report to the Board on their key 

activities during the year. The written report will also provide confirmation that the Committee has 

met all of its obligations under its Charter.

14. Management Structure, Evaluation, and Succession

14.1 Management Structure

Our governing documents provide the Board with the flexibility to select the appropriate 

management leadership structure of KOR Reporting. In making leadership determinations, the 

Board considers many factors, including the specific needs of the business. 

14.2 Selection of Management

The Board shall be responsible for the appointment of the individuals who serve as the Company’s 

executive officers, including the Chief Executive Officer and Chief Compliance Officer.

14.3 Chief Executive Officer and Chief Compliance Officer: 

Goals and Performance Evaluation

The Board shall be responsible for the approval of the goals for the Chief Executive Officer and Chief 

Compliance Officer, which may be individual goals or the overall goals for the management team and

shall conduct an annual evaluation of his or her performance against such approved goals. The 

Board shall take such evaluation into consideration in recommending compensation for the CEO and 

approving compensation for the CCO.

14.4 Management Succession Planning

Succession planning for the Company’s senior management, including its Chairman, Chief Executive 

Officer and Chief Compliance Officer, is critical to the Company’s long-term success. The Board shall 

receive an annual succession planning report. The Board maintains an emergency succession 

contingency plan should an unforeseen event occur that prevents the Chairman, Chief Executive, 

Chief Compliance Officer or other top executives from continuing to serve.
KOR Reporting Governance Principles 15

15. Appendix A

15.1 INDEPENDENCE STANDARDS

A director who meets all of the following categorical standards shall not be deemed to have a 

“material relationship” with the Company and shall be presumed to be “independent”:

a. The director does not (directly or indirectly as a partner, equity holder or officer of another 

company) provide consulting, legal or financial advisory services to the Company or the 

Company’s present or former auditors.

b. Neither the director nor any member of his or her immediate family is a significant equity 

holder in the Company. For purposes of this categorical standard, an equity holder shall be 

considered significant if the aggregate total is greater than three percent (3%) of the KOR 

Organization.

c. Neither the director nor any member of his or her immediate family serves as an executive 

officer of a civic or charitable organization that receives financial contributions from KOR

Organization. The Board shall also consider whether any charitable donations made to a civic 

or charitable organization in which a director of member of his or her immediate family 

serves as a director, trustee or employed fundraiser impact the particular director’s 

independence; provided, however, donations less than $25,000 per year shall be presumed 

to be insignificant and, therefore, not impact such director’s independence.
KOR Reporting Governance Principles 16

Appendix B: Exhibits

Regulator  Exhibit  Description

CFTC  D-1 Attach as Exhibit D, a copy of documents relating to the 

governance arrangements of the Applicant, including, but not 

limited to:

a. The nomination and selection process of the members on the 

Applicant's board of directors, a person or group performing a 

function similar to a board of directors (collectively, “board”), or 

any committee that has the authority to act on behalf of the 

board, the responsibilities of each of the board and such 

committee, and the composition of each board and such 

committee;

b. a description of the manner in which the composition of the 

board allows the Applicant to comply with applicable core 

principles, regulations, as well as the rules of the Applicant; and

c. a description of the procedures to remove a member of the 

board of directors, where the conduct of such member is likely to 

be prejudicial to the sound and prudent management of the swap 

data repository.

SEC D-1 Attach as Exhibit D a copy of documents relating to the 

governance arrangements of the applicant, including, but not 

limited to, the nomination and selection process of the members 

on the applicant's board of directors, a person or group 

performing a function similar to a board of directors (collectively, 

“board”), or any committee that has the authority to act on behalf 

of the board; the responsibilities of the board and each such 

committee; the composition of the board and each such 

committee; and the applicant's policies and procedures reasonably 

designed to ensure that the applicant's senior management and 

each member of the board or such committee possess requisite 

skills and expertise to fulfill their responsibilities in the 

management and governance of the applicant, to have a clear 

understanding of their responsibilities, and to exercise sound 

judgment about the applicant's affairs.