SS&C Technologies Holdings Inc

We believe good corporate governance and high ethical standards are important for us to achieve success and create long-term value for our stockholders. Among our other practices, the following highlight our commitment to corporate governance:

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Corporate Governance Guidelines. The Company’s Corporate Governance Guidelines address matters such as the roles and responsibilities of the Board, the Board’s leadership structure, the responsibilities of the Lead Independent Director, director independence, overboarding, succession planning and retirement (with a mandatory retirement age of 75), Board membership criteria, Board committees, director orientation and continuing education, and Board and senior management evaluations. Recently, the Board revised our guidelines to add reimbursement for director education programs.

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Lead Independent Director. The SS&C Board has a Lead Independent Director who is nominated by the Nominating and Governance Committee and unanimously approved by the Board. A Lead Independent Director will be maintained so long as the role of the Board Chairman is combined with that of the Chief Executive Officer.

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Board Governance Review. The Nominating and Governance Committee reviews the practices and procedures of the Board to evaluate its operating efficiency and strategic focus and recommends enhancements to the Company’s governance documents from time to time to achieve better practices.

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Cybersecurity Oversight. Cybersecurity risk is overseen by the full Board, with additional oversight of the relevant risk framework and controls provided by the Audit Committee, which oversees our policies with respect to risk assessment and risk management generally. The Audit Committee’s specific oversight includes periodic review of our information security controls and procedures and the processes and procedures for managing cybersecurity risks.

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Majority Voting. Our Bylaws provide that an uncontested election of directors will be decided by a majority in voting power of votes cast with respect to a nominee’s election. Our Bylaws also require a director to immediately tender his or her resignation if the director fails to receive a majority of votes cast. The acceptance or rejection of a director's resignation would be subject to Board action and subsequent disclosure.

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Proxy Access. Our Bylaws permit a stockholder or group of stockholders (up to 20) who have owned a significant amount of shares of common stock (at least 3%) for at least three years to submit director nominees (up to 20% of the Board or two directors, whichever is greater) for inclusion in our proxy statement, subject to satisfying the requirements in our Bylaws.

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Director Experience and Skills Matrix. The Board facilitates disclosure of our directors’ experience and skills to help our stockholders better understand their strengths.

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Annual Board Performance Evaluation. The Nominating and Governance Committee, at least annually, oversees an annual self-evaluation process by the Board and its committees.

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Clawback Policies. We maintain two incentive compensation clawback policies. In addition to the compensation clawback policy mandated by the Dodd-Frank Act, we have an additional policy which expands beyond the Dodd-Frank Act requirements and applies to all incentive compensation (including compensation that vests solely on continued service) if our executives’ misconduct is a significant contributing factor to the need for a financial restatement.

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Environmental, Social and Governance (ESG) Report. The Nominating and Governance Committee provides oversight of the Company’s practices and processes relating to ESG matters, in coordination with other committees of the Board. We work with a leading consultant to assist us with our ESG Report and related ESG transparency and future roadmap.

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Stock Ownership Guidelines. We maintain stock ownership guidelines under which our directors and executive officers are expected to accumulate and retain a meaningful level of ownership in our stock.

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Anti-hedging/anti-pledging. We maintain an anti-hedging/anti-pledging policy that prohibits our employees and directors from engaging in transactions that are designed to hedge or speculate on changes in the market value of our common stock.