Governance at the Exchange

The Chicago Stock Exchange is dedicated to maintaining corporate governance standards that ensure that the interests of public investors and the Exchange’s members are represented in vital areas of the Exchange’s operations. This careful balancing of interests is an integral part of the Exchange’s structure.

Board of Governors

The Exchange’s operations are overseen by a 13-person Board of Directors. The Board consists of:

· 7 public directors
· 5 participant directors; and
· the Exchange’s chief executive officer.

The 13 directors are divided into three, roughly equal classes; each class serves a three-year term. These 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 participant directors 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 participant directors on the Board. Public 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.