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December 02, 2015
Request for Public Director Nominations for NFA's Board of Directors
In October 2015, NFA's Articles of Incorporation (Articles) were amended to reduce the size of NFA's Board of Directors from 37 to 29 Directors. The Board's new structure reduces the number of Public Representative seats to 10. Pursuant to the amended Articles, the terms of all of NFA's current Public Representatives—Andrea M. Corcoran, Ronald H. Filler, Douglas E. Harris, Jim Marshall, Michael H. Moskow, Charles P. Nastro, Ronald S. Oppenheimer, Todd E. Petzel, Susan M. Phillips, Michael R. Schaefer, and Jill E. Sommers—will expire at the Board's regular annual meeting on February 18, 2016.
NFA is asking for nominations to fill the 10 Public Director vacancies. Over the years, NFA has consistently had Public Representatives with outstanding credentials and their contributions to NFA have been enormous. Public Representatives bring the perspective of non-Members to the Board. A Public Representative candidate must be knowledgeable of the markets and the Members regulated by NFA and have no material relationship with NFA so that he/she can provide an impartial, objective analysis of the issues that come before the Board. NFA's Articles permit Public Representatives to be nominated by either NFA Members or non-Members.
At its regular annual meeting, the Board will elect, by majority vote, from among the nominees, 10 Public Representatives to serve on the Board. The terms of the new Public Directors will be staggered as determined by the Board. The Board shall determine which five of the Public Representatives whose terms begin on the date of the regular annual meeting of the Board held in February 2016 shall serve two-year terms. The remainder of the Public Representatives shall serve one-year terms.
In defining "Public Representative," Article XVIII states that a Public Representative on NFA's Board is a public director as that term is defined in Section (b)(2) of Core Principle 16 in Appendix B to Part 38 of the Commission's Rules and is read in the context as applied to NFA. Therefore, although Core Principle 16 specifically applies to contract markets, the same disqualifying circumstances regarding "material relationships" set forth therein apply to NFA's Public Directors. The applicable text of Section (b)(2) of Core Principle 16 in Appendix B to Part 38—Guidance On, and Acceptable Practices In, Compliance With Core Principles is included in this Notice for your information.
Because public representation on NFA's Board of Directors is an important matter, we ask that you give serious consideration to submitting a nomination to fill these vacancies. NFA requests that Public Director nominations be submitted by January 12, 2016 so that NFA's Executive Committee can review the potential nominees at its scheduled meeting on January 21, 2016.
Nominations may be submitted by mail, email or fax by January 12, 2016 to:
If you have any questions, please contact Thomas Sexton at 312-781-1413.
Applicable Text from Section (b)(2) of Core Principle 16 in Appendix B to Part 38—Guidance On, and Acceptable Practices In, Compliance With Core Principles
(2) Public Director
(i) To qualify as a public director of a contract market, an individual must first be found, by the board of directors, on the record, to have no material relationship with the contract market. A "material relationship" is one that reasonably could affect the independent judgment or decision making of the director.
(ii) In addition, a director shall be considered to have a "material relationship" with the contract market if any of the following circumstances exist:
(A) The director is an officer or employee of the contract market or an officer or employee of its affiliate. In this context, "affiliate" includes parents or subsidiaries of the contract market or entities that share a common parent with the contract market;
(B) The director is a member of the contract market, or an officer or director of a member. "Member" is defined according to section 1a(34) of the Commodity Exchange Act and Commission Regulation 1.3(q);
(C) The director, or a firm with which the director is an officer, director, or partner, receives more than $100,000 in combined annual payments from the contract market, or any affiliate of the contract market (as defined in subsection (2)(ii)(A)), for legal, accounting, or consulting services. Compensation for services as a director of the contract market or as a director of an affiliate of the contract market does not count toward the $100,000 payment limit, nor does deferred compensation for services prior to becoming a director, so long as such compensation is in no way contingent, conditioned, or revocable;
(D) Any of the relationships above apply to a member of the director's "immediate family," i.e., spouse, parents, children and siblings.
(iii) All of the disqualifying circumstances described in subsection (2)(ii) shall be subject to a one-year look back.