Standing Committees

The Board shall have at least the four following standing committees: the Nominating Committee, the Exchange Participant Committee, the Regulatory Oversight Committee, and the Risk Committee, each with the roles and responsibilities set out below.

Nominating Committee. The Nominating Committee of the Board shall consist of at least 51% Public Directors. The Nominating Committee reports to the Board and shall be chaired by a Public Director. The Nominating Committee shall have authority and responsibility to (1) identify individuals qualified to serve on the Board, consistent with the criteria that the Board requires and any composition requirement that the Commission promulgates; and (2) administer a process for the nomination of individuals to the Board.

Exchange Participant Committee. The Exchange Participant Committee of the Board reports to the Board and shall consist of at least 35% Public Directors. The Exchange Participant Committee is responsible for (1) determining the standards and requirements for initial and continuing Participant eligibility, (2) reviewing appeals of staff denials of Participant applications, and (3) approving Rules that would result in different categories or classes of Participants receiving disparate access to the Exchange. The Exchange Participant Committee shall not, and shall not permit the Exchange to, restrict access or impose burdens on access in a discriminatory manner, within each category or class of Participants or between similarly situated categories or classes of Participants.

Regulatory Oversight Committee. The Regulatory Oversight Committee of the Board shall report to the Board and consist of 100% Public Directors. The Regulatory Oversight Committee shall oversee the Exchange's regulatory program on behalf of the Board with the authority to (1) monitor the regulatory program of the Exchange for sufficiency, effectiveness, and independence and (2) oversee all facets of the regulatory program, including:

1. trade practice and market surveillance; audits, examinations, and other regulatory responsibilities with respect to Participants (including compliance with, if applicable, financial integrity, financial reporting, sales practice, recordkeeping, and other requirements); and the conduct of investigations;

2. reviewing the size and allocation of the regulatory budget and resources, and the number, hiring, termination, and compensation of regulatory personnel;

3. supervising the Chief Regulatory Officer of the Exchange, who will report directly to the Regulatory Oversight Committee;

4. recommending changes that would ensure fair, vigorous, and effective regulation; and

5. reviewing all regulatory proposals prior to implementation and advising the Board as to whether and how such changes may impact regulation.

Risk Committee. The Risk Committee of the Board shall determine the standards and requirements for the Financial Risk Management and Information Security frameworks. The Risk Committee shall review any exceedances of thresholds on various reporting and review the plan to mitigate the risk. If a Clearing Member is placed on higher Margin or other increased requirements, the Risk Committee will process the appeals of the Clearinghouse. The Risk Committee shall not approve any provision of the Clearinghouse Rulebook that would result in different categories or classes of Risks receiving disparate access.

In addition to the standing committees, the Board shall have the power and authority to create and terminate, in accordance with the LLC Agreement, special committees of the Board and designate their composition, responsibilities and powers.