National Futures Association

“Members or stockholders members are divided into categories based upon their registration type with the commodity futures trading commission (cftc). The membership categories include: contract markets, futures commission merchants and leveraged transaction merchants, introducing brokers, retail foreign exchange dealers, swap dealers, major swap participants, commodity pool operators and commodity trading advisors. Members elect representatives from their respective categories to the board of directors. The board of directors elects public directors (non-members) to the board of directors. Other than a change in the articles of incorporation, members generally do not approve significant decisions of the governing body. Upon dissolution, the net assets of nfa, after payment of liabilities, shall be distributed to the members in proportion to the dues and assessments previously paid.”

“Members or stockholders who may elect a vacancy on the board that occurs before the expiration of a director's term or because additional directors in existing or new member categories are required shall be filled (for the unexpired term) by an eligible individual elected by majority vote of the remaining directors who represent the category of members in which the vacancy occurred. See form 990, part vi, line 6 above for the nature of the voting rights”

“Decisions subject to approval a change in nfa's articles of incorporation requires approval of the majority of those voting in each membership category.”

“Form 990 review process the nfa tax returns are prepared by a national outside public accounting firm. Prior to filing the form 990 it is reviewed and approved by nfa's audit committee (three members). The review involves an in-depth presentation by nfa staff to the committee. The committee will also review the overall accuracy and completeness of the form 990. Prior to filing the form 990, the draft return is provided to the remaining voting members of nfa's governing body. Nfa's cfo also reviewed the 990 for overall accuracy and completeness prior to filing.”

“Conflict of interest policy monitoring & enforcement at nfa's board of directors' annual meeting, nfa's general counsel and chief strategy & risk officer presents, in writing, nfa's policy and procedure on conflicts and dualities of interest ("policy"). Each director is subsequently required to sign a written statement that discloses any affiliation that may give rise to potential conflicts and dualities of interest under the policy. The written statement also acknowledges that the director has received, read and understood, and agrees to abide by nfa's policy; and that the director will disclose, as it occurs, any affiliation that may give rise to a conflict or duality of interest under the policy. Nfa's general counsel reviews and maintains these written statements and considers them as matters upon which the board acts arise. If any director has an affiliation that may give rise to a conflict or duality of interest under the policy in connection with a matter coming before the board, nfa's general counsel brings the affiliation to the board's attention in the event that the director does not. Nfa's staff is required to adhere to a conflict of interest policy, which is monitored by the general counsel and chief strategy and risk officer. Staff semiannually complete their conflict of interest questionnaires, which human resources reviews and maintains. If any conflicts arise, the general counsel or chief strategy and risk officer discusses the potential conflict with the staff member, and documents actions taken; whether disposal of the interest or any disciplinary action under the code of professional conduct is warranted depends on the level of conflict under review.”

“Process for determining compensation the compensation committee is comprised of three voting members of the board. For all officers except the ceo, the ceo collaborates with the compensation committee to determine the officers' compensation. On an annual basis, the ceo and the compensation committee discuss each officer's contribution to the organization; they review comparable market data provided by nfa's human resource department and deliberate compensation recommendations which are documented and presented to the executive committee. The same method, as described above, is used in determining the ceo's compensation, only the ceo is not part of the process. The compensation committee provides the board of directors with its proposed recommendation for nfa's officers' compensation and the board may accept or modify the committee's recommendation. The board then approves the final compensation for nfa's officers. The organization contemporaneously documents and maintains records of deliberations and decisions regarding the compensation arrangements of the officers.”

“How documents are made available to the public the organization makes its bylaws, articles of incorporation and financial statements available on its website or upon written request. The conflicts of interest policy is available upon request.”

“Net periodic benefit costs -350,489.”