Chicago Stock Exchange - Nominating & Governance Committee

Nominating & Governance Committee

The directors are elected by the Exchange’s sole shareholder, CHX Holdings, Inc. Each year, the exchange’s nominating committee initially identifies candidates for the open STP participant director positions on the board; the exchange’s participants can add names to that list by petition. If names are added to the slate, the exchange’s participants vote on the candidates. The persons receiving the highest number of votes will be elected as STP participant directors on the Board. Public directors and other participant directors are nominated by the nominating committee, but are not subject to the petition process described above. The exchange’s board members receive relatively modest compensation for their service.

The exchange’s nominating committee is equally balanced between public and participant representatives. Four people serve on the committee – two public directors and two participant directors. Each of the participant directors must be an STP participant director and one of these participant directors must not be a representative of a firm that holds Series A Preferred Stock in CHX Holdings, the exchange’s parent company. The committee is appointed each year by the exchange’s board of directors. The nominating committee nominates candidates to positions on the board of directors and addresses issues associated with the governance of the exchange. The nominating committee typically begins its work early in the year. Under the exchange’s bylaws, the committee must hold at least two open meetings to allow exchange participants to recommend potential candidates for STP participant director positions. The committee also consults with both the exchange’s chairman and CEO about the needs of the exchange and typically solicits recommendations from other board members. Once the nominating committee has held its open meetings, it deliberates in closed sessions. The slate must be approved by a majority vote. Each year, the nominating committee initially identifies candidates for the open STP participant director positions on the board; the exchange’s participants can add names to that list by petition. If names are added to the slate, the exchange’s participants vote on the candidates. The persons receiving the highest number of votes will be elected as STP participant directors on the board. Public directors and other participant directors are nominated by the nominating committee, but are not subject to the petition process described above.

Current Board of Directors