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The Board of Directors (the “Board”) of M & F Worldwide Corp. (the “Company”) has adopted these Corporate Governance Guidelines to assist the Board and its committees in the exercise of their responsibilities to the Company and its stockholders.  The Board will review and, if appropriate, revise these Corporate Governance Guidelines from time to time.  These Corporate Governance Guidelines should be interpreted in the context of all applicable laws, the Company’s Certificate of Incorporation and By-Laws and all other corporate governance documents, and are not intended to create any legally binding obligation.

1. The Board’s Goals and Director Responsibilities.  The Board’s primary goal is to exercise its business judgment in a manner it reasonably believes to be in the best interest of the Company and its shareholders. In its efforts to achieve this goal, the Board monitors the Company's performance.  The Board also strives to ensure that controls are in place to assure that the Company’s management and employees operate in a legal and ethically responsible manner.The Company's management is responsible for the conduct of the Company's business and affairs under the oversight of the Board.  

The Board expects that each Director will spend the time and effort necessary to properly discharge that Director’s responsibilities.  The Board also expects that each Director will make all reasonable efforts to attend at least 75% of all Board meetings and meetings of committees on which that Director serves, and to spend the time needed and meet as frequently as necessary to properly discharge that Director’s responsibilities.  A Director who is unable to attend a meeting should notify the Chairman of the Board or the Chairman of the appropriate committee and the Secretary of the Company in advance of the meeting.  The Board expects that directors will review in advance any meeting materials distributed before a meeting and, when possible, communicate to the Company's Secretary in advance of meetings any question or concern that they wish to discuss so that management will be prepared to address the same before or during the meeting.  

2. Board Membership.
(a) Size of Board.  The Board currently believes that it should generally have no fewer than 5 and no more than 15 Directors, with the optimum size generally being about 7 to 10 members. The size of the Board could, however, be increased or decreased if the Board should determine doing so would be appropriate, subject to the Company’s By-Laws as they may be in effect from time to time.  

(b) Independent Directors.  As required by the listing standards of the New York Stock Exchange (the “NYSE”), the Board must have a majority of Directors who are “independent” within the meaning of those rules.  Each member of the Company’s Audit, Compensation and Nominating/Governance Committees must also be “independent” under applicable NYSE listing standards and Securities & Exchange Commission (“SEC”) rules.  Members of the Compensation Committee should also be “Non-Employee Directors” within the meaning of the SEC’s Rule 16b-3 and “outside directors” within the meaning of Treas. Reg. 1.162-27.  The Board will annually review, based on all of the relevant facts and circumstances, whether the Board and these committees satisfy the applicable criteria for independence. The Board may adopt and disclose categorical standards concerning independence to assist it in making such determinations. 

(c) Board Membership Criteria.  The Nominating/Governance Committee will be responsible for recommending candidates for the Board to nominate as a director or to fill any vacancy on the Board that may occur between annual meetings of stockholders.  The Nominating/Governance Committee shall recommend these candidates based on criteria that it shall establish, except that candidates should generally not be on the board of directors (or equivalent body) of more than four other public companies.

(d) Term.

1. Term Limits.  The Board does not generally favor term limits for Directors.  Therefore, the Nominating Committee would generally review each Director's continuation on the Board towards the end of that Director’s term in order, among other things, to allow the Director a convenient opportunity to confirm his or her desire to continue as a member of the Board.

2. Retirement Policy.  The Board does not generally favor mandatory retirement for Directors upon reaching any specific age.

3. Directors Changing Job Responsibilities.  The Board generally expects each Director who is a member of the management of the Company or any of its subsidiaries to offer to resign from the Board by notifying the Chairman of the Nominating/Governance Committee, upon the Director’s retirement, resignation or removal as an officer or employee.

3. Board Committees.  Consistent with NYSE requirements, the Board will have at all times an Audit Committee, a Compensation Committee and a Nominating/Governance Committee.  The Board may, from time to time, form a new committee or disband a current committee depending on the circumstances. Additionally, the Board may determine to form ad hoc committees from time to time, and determine the composition and responsibilities of such committees.

4. Board Meetings.
(a) Selection of Agenda Items.  The Chairman of the Board, in consultation with the Chief Executive Officer, and the Company Secretary will endeavor to prepare annually a “Board of Directors Proposed Agenda” for the coming year.  This “Proposed Agenda” should set forth a general agenda of items to be considered by the Board at its meetings during the year.  Thereafter, the Chairman of the Board, in consultation with the Chief Executive Officer, and the Company Secretary may adjust the Proposed Agenda during the year to include items not contemplated during the initial preparation of the Proposed Agenda.  Upon completion, the Company Secretary should provide the Proposed Agenda to the entire Board.  Each Board member may suggest including additional items on the Agenda, and may raise at any Board meeting appropriate and relevant business subjects that are not on the agenda for that meeting.  

(b) Non-Management Executive Sessions. The Board will regularly meet in executive session without any member of the Company’s management, whether or not they are Directors.  At least one of these sessions each year shall consist solely of Directors who are “independent” within the meaning of the NYSE listing standards relating to independent directors.  The Directors present at any such meeting shall select the Director who shall preside over that meeting.

(c) Attendance of Non-Directors.  To facilitate an ongoing dialogue among the Chief Executive Officer, other members of the Company's management and other Board members, the Board may, from time to time, invite members of senior management who are not Directors to participate in portions of Board and Committee meetings. 

(d) Number of Meetings.  Absent special circumstances, the Board will endeavor to hold at least 4 to 6 meetings per year.

5. Communications with Directors.  Any interested party desiring to communicate with any Director regarding the Company, including complaints or concerns regarding management or communications from persons entitled to vote for directors concerning candidates that they would recommend for any Board vacancy, may contact the Director by sending any question, item for discussion or other material to the attention of the Director in care of the Company’s Secretary, who must promptly send the communication unaltered to the Director.  Any such communication may be sent by (i) mail to the Company’s Secretary at 35 East 62nd Street, New York, New York 10021, or (ii) facsimile to (212) 572-8435.

6. Code of Business Conduct.  Each Director must comply with the Company's Code of Business Conduct, as in effect from time to time, including, without limitation, its Conflicts of Interest Policy.

7. Director Compensation.The Compensation Committee will recommend to the Board the form and amount of Director compensation in accordance with the policies and principles that it adopts from time to time.  A Director who is also an officer of the Company or of any of its affiliates will not receive additional compensation for service as a Director.  The Company believes that the form and amount of compensation for non-employee Directors should be competitive with that applicable to directors of similar companies, and in no event should the amount of director compensation be so excessive that it should impair the independence of otherwise “independent” Directors. 

8. Continuing Director Education.  The Nominating/Governance Committee, in conjunc-tion with the Company’s Corporate Compliance Officer, will endeavor to establish and maintain an informal orientation and continuing education program for Directors to familiarize and update Directors as to the Company’s strategic plans; significant financial, accounting and risk management matters; compliance programs; Code of Business Conduct and corporate governance guidelines; principal officers; and internal and independent auditors.  

9. Assessing Board Performance.The Board will endeavor to evaluate the Board’s and all committees’ performance on a periodic basis.  The Board will review any recommendation from the Nominating/Governance Committee concerning the performance or effectiveness of the Board or any of its committees.

10. Access to Officers, Employees and Independent Advisors.Board members should have access to the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel and other members of senior management and, as appropriate, to the Company’s outside financial, legal or other advisors to obtain information or further perspective on matters being considered by the Board.  Board members who wish to have access to other members of management should coordinate such access through the Company’s Chief Executive Officer or Company Secretary.

11. Selection and Evaluation of the Chief Executive Officer.  The Nominating/Governance Committeewill be responsible for identifying potential candidates for, and making recommendations to the full Board for the selection of, any new Chief Executive Officer that the Board may desire to hire.  The Compensation Committee will endeavor to conduct performance reviews and approve corporate goals and objectives relevant to Chief Executive Officer compensation.  

12. Succession Planning.  The Board, through its Nominating/Governance Committee, will endeavor to plan for the succession of the Chief Executive Officer.  To assist the Nominating/Governance Committee, the Chief Executive Officer may, among other things, from time to time prepare or discuss with the Nominating/Governance Committee a succession plan for critical senior officers of the Company.  These discussions should include an assessment of senior managers and their potential to succeed the Chief Executive Officer or rise to other senior management positions.  In addition, the Chief Executive Officer may prepare or discuss with the Nominating/Governance Committee a short-term succession plan that delineates a temporary delegation of authority to certain officers of the Company, if all or a portion of the senior officers should unexpectedly become unable to perform their duties.  

Publication Date:  January 29, 2004

© 2008 M & F Worldwide Corp. All Rights Reserved.