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November 19, 2021
Request for Public Representative Nominations for NFA's Board of Directors
The terms of five of NFA's current Public Representatives—Ronald H. Filler, Arthur W. Hahn, Jim Marshall, Mary M. McDonnell, and Michael H. Moskow—will expire at the Board of Directors' (Board) regular Annual Meeting on February 17, 2022. NFA is seeking nominations to fill the five Public Representative vacancies. NFA's Articles of Incorporation (Articles) permit Public Representatives to be nominated by either NFA Members or non-Members.
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. Public Representative candidates must be knowledgeable of the markets and the Members regulated by NFA and have no material relationship with NFA that would impact their ability to provide an impartial, objective analysis of the issues that come before the Board.
At its regular Annual Meeting, on February 17, 2022, the Board will elect, by majority vote, from among the nominees five Public Representatives to serve on the Board for two-year terms.
Under Article XVIII, 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 Commodity Futures Trading Commission's Rules, 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 Representatives and their relationship with NFA. The applicable text of Section (b)(2) of Core Principle 16 in Appendix B to Part 38—uidance On, and Acceptable Practices In, Compliance With Core Principles is included in this Notice for your information. In the applicable text, please substitute "NFA" for "Contract Market."
Public representation on NFA's Board of Directors is an important matter, and we ask that you give serious consideration to submitting a nomination to fill these vacancies. NFA requests that Public Representative nominations be submitted by January 7, 2022 so that NFA's Executive Committee can review the potential nominees at its meeting on January 20, 2022.
Nominations may be submitted by mail or email by January 7, 2022 to:
Carol A. Wooding
General Counsel and Secretary
National Futures Association
300 South Riverside Plaza, Suite 1800
Chicago, Illinois 60606
If you have questions, please contact Carol Wooding at 312-781-1409 or at email@example.com.
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;
(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.