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Clearing Corp Bulletins Printer Friendly Version Printer Friendly Version
VOLUME 22 – BULLETIN #248

TO:

ALL CLEARING MEMBERS

FROM:

Nancy K. Brooks
Vice President, General Counsel, and Secretary

DATE:

December 20, 2002

SUBJECT:

Nominating Committee and Nominating Process

The Board of Trade Clearing Corporation is pleased to announce that our Board has selected the following persons to serve on the Nominating Committee for nomination of Governor candidates for 2003 - 2006:

David Johnson, Chairman

Morgan Stanley & Co. Incorporated

Daniel F. Brophy

TENCO, Inc.

William C. Floersch

O'Connor & Company LLC

Kenneth M. Ford

Credit Suisse First Boston Corporation

Martin L. Karlov

Shatkin, Arbor, Karlov & Co.

The Annual Meeting of Stockholders will take place on Wednesday, February 19, 2003. At the Annual Meeting, three Governors will be elected to serve on the Board of Governors of the Clearing Corporation to fill the three positions open due to Governors' terms expiring. The three Governors whose terms are expiring in 2003 are:

Michael C. Dawley*

Goldman, Sachs & Co.

Wendell A. Kapustiak*

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Michael A. Manning**

Rand Financial Services, Inc.

*Eligible for nomination for another three-year term.

** Not eligible for nomination for another three-year term.

The Nominating Committee will hold meetings on Tuesday, January 7, 2003 at 2:00 p.m. and on Wednesday, January 8, 2003 at 2:00 p.m. in the Board Room of Suite 1460 of the Board of Trade Building. At these meetings, the Committee will accept nominations of candidates to fill the open positions for Governor of the Board of Trade Clearing Corporation.

Under the Clearing Corporation's governance structure, candidates for Governor must be an individual clearing member, or a partner or officer of a firm or corporation that is a clearing member, from a designated group of clearing members. Candidates for Governor are not required to be members of the Chicago Board of Trade.

Due to the current composition of the Board, in February 2003, two Governors will be elected from "Group A Clearing Members" and one Governor will be elected from "Group B Clearing Members", all on a one share-one vote basis. No two Governors may be from the same member firm. "Group A Clearing Members" are the stockholders that currently own the top 50% of the required Clearing Corporation stock. "Group B Clearing Members" are the remaining Clearing Corporation stockholders. "At Large Clearing Members" are any stockholders (Group A or Group B Clearing Members).

There are currently 11 stockholders in Group A:

Bear, Stearns Securities Corp.

Lehman Brothers Inc.

Credit Suisse First Boston Corporation

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Deutsche Bank Securities Inc.*

Morgan Stanley & Co. Incorporated

FIMAT USA, Inc.

Refco, LLC*

Goldman, Sachs & Co.

Salomon Smith Barney Inc.

J.P. Morgan Futures, Inc.

 

Appointments to appear before the Committee should be scheduled by calling Nancy K. Brooks at (312) 786-5711 or her assistant, Jennifer Johnson, at (312) 786-5710. The Committee suggests that appointments be made as soon as possible to enable the Committee to accommodate all members that wish to submit their nominations. Nominations also may be submitted by letter directed to the Nominating Committee of the Board of Trade Clearing Corporation, c/o Nancy K. Brooks, Vice President, General Counsel, and Secretary, Board of Trade Clearing Corporation, 141 W. Jackson Boulevard, Suite 1460, Chicago, Illinois 60604. Nomination letters must be delivered to the Clearing Corporation no later than Monday, January 6, 2003. The Committee suggests that members confirm the willingness of their candidates to serve before submitting their names to the Committee.

* At the time of the February, 2003 elections, these firms will have a representative on the Board. Therefore, no additional representatives from the firm are eligible to serve on the Board.