Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| Significant Changes to Governing Documents | Form 990, Part VI, Line 4 To ensure that larger CPOs and CTAs are adequately represented on NFA's Board, NFA's Articles of Incorporation were amended in May 2014 to increase the number of CPO/CTA representatives from four to five, and to require that at least three CPO/CTA representatives rank within the top 20 percent- of which one must rank within the top 5 percent of CPOs or CTAs reporting funds under management allocated to futures and swaps. |
| Members or Stockholders | Form 990, Part VI, Line 6 NFA MEMBERS INCLUDE ANY PERSON REGISTERED WITH THE COMMODITY FUTURES TRADING COMMISSION ("COMMISSION"); ANY CONTRACT MARKET; AND ANY PERSON DESIGNATED BY COMMISSION RULE AS ELIGIBLE FOR NFA MEMBERSHIP. NFA MEMBERS ARE DIVIDED INTO CATEGORIES BASED UPON THE CATEGORIES IN WHICH THEY ARE REGISTERED WITH THE COMMISSION. THESE CATEGORIES INCLUDE CONTRACT MARKETS; FUTURES COMMISSION MERCHANTS AND LEVERAGED TRANSACTION MERCHANTS; INTRODUCING BROKERS; RETAIL FOREIGN EXCHANGE DEALERS; SWAP DEALERS; MAJOR SWAP PARTICIPANTS; AND COMMODITY POOL OPERATORS AND COMMODITY TRADING ADVISORS. |
| Members or Stockholders Who May Elect | Form 990, Part VI, Line 7a Election Process: Because NFA's Directors have staggered terms of office, NFA elects a portion of NFA's Board on the third Tuesday in January. Prior to October 15th preceding the election, NFA's Secretary provides to all Members the names of the elected Directors whose terms will expire at the Annual Election and requests the submission to NFA's Nominating Committee of the names of eligible persons to fill those positions. Before the November 20th preceding the election, the Nominating Committee submits to the Secretary its list of nominees for the elected Board positions, which the Secretary then provides to the Members. Within 21 days of this notification, additional nominations may be made by petition signed by at least 50 Members in the category for which the nominating petition is being filed. After the expiration of the 21-day period, the Secretary provides the Members with the names of all of the nominees. In the event of a contested election in any of the FCM and LTM; IB; CPO and CTA; SD, MSP and RFED categories, the Secretary sends written ballots to all Members in that category by December 15. Promptly after the December 31st preceding the election, the Secretary notifies the contract market Members that will be represented on the Board during the current calendar year. If an election is necessary to choose a contract market Member representative (refer to Board composition board description below) the Secretary requests the contract market Members eligible to vote to nominate eligible persons to represent such contract market Members. In the event of a contested election in the contract market category, the Secretary shall cause written ballots to be sent to all contract market Members eligible to vote by January 10. The election results are announced at the Board's Annual meeting held the third Thursday in February and the Directors take their place on the Board. At the Annual Meeting, the Board elects the Public Representatives from nominees. Board Composition: The composition of NFA's Board of Directors is - Contract Market Representatives: If there are four or fewer contract market Members having annual transaction volume during the prior calendar year of more than 1,000,000, then one representative of each such contract market Member. If there are more than four contract market Members with annual transaction volume during the prior calendar year of more than 1,000,000, then (a) one representative of each contract market Member ranked in the top three contract market Members based on annual transaction volume during the prior calendar year and one representative of the remaining contract market Members with annual transaction volume during the prior calendar year of more than 1,000,000. Futures Commission Merchant, Leverage Transaction Merchant and Introducing Broker Representatives: Seven representatives of Commission registered Futures Commission Merchant ("FCM") Members, including at least three (3) representatives of FCMs ranked in the top ten FCMs and at least three (3) representatives of FCMs, (not ranked in the top ten FCMs), and Commission registered Leverage Transaction Merchant ("LTM") Members; one representative of Commission registered Introducing Broker ("IB") Members required to maintain minimum adjusted net capital; and one representative of IBs not required to maintain minimum adjusted net capital. Five (5) elected representatives of commission registered Commodity Pool Operators and commission registered Commodity Trading Advisors that are NFA Members, including at least three (3) representatives of CPOs or CTAs that rank within the top 20 percent, one (1) of which must rank within the top 5 percent of CPOs or CTAs reporting any funds under management allocated to futures and swaps on NFA Form PQR and NFA Form PR as of June 30 of the prior calendar year. Swap Dealer and Major Swap Participant Representatives: -Seven (7) elected representatives of registered or provisionally registered Swap Dealers and registered or provisionally registered Major Swap Participants, divided as follows - -At least three (3) representatives of SDs that are Large Financial Institutions, as of June 30 of the prior calendar year. -At least three (3) representatives of SDs that are not large financial institutions, as of June 30 of the prior calendar year. -One (1) representative of MSPs: Provided, however, that if there are no persons willing and eligible to be a representative of MSPs, then such MSP representation requirement shall not apply. Public Representatives: (a) Effective as of the 2013 annual meeting of the Board, eleven (11) Public Representatives (b) Effective as of the 2016 annual meeting of the Board, Public Representatives shall constitute 35% of the Board's voting representatives. An FCM, LTM, RFED, IB, CTA, CPO, SD or MSP Member and all of its Affiliates shall have no more than One representative on the Board at any one time. |
| Decisions Subject to Approval | Form 990, Part VI, Line 7b A CHANGE IN NFA'S ARTICLES OF INCORPORATION ("ARTICLES") REQUIRES APPROVAL BY A MAJORITY OF THOSE VOTING IN EACH MEMBERSHIP CATEGORY. REFER TO SCHEDULE O DESCRIPTION OF PART VI QUESTION #6 FOR A DESCRIPTION OF THE MEMBERSHIP CATEGORIES. |
| Form 990 Review Process | Form 990, Part VI, Line 11b 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 WAS PROVIDED TO THE REMAINING VOTING MEMBERS OF NFA'S GOVERNING BODY. NFA'S COO ALSO REVIEWED THE 990 FOR OVERALL ACCURACY AND COMPLETENESS PRIOR TO FILING. |
| Conflict of Interest Policy Monitoring & Enforcement | Form 990, Part VI, Line 12c AT NFA'S BOARD OF DIRECTORS ANNUAL MEETING, NFA'S GENERAL COUNSEL 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 LISTS 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 STAFF REVIEWS AND MAINTAINS THESE WRITTEN STATEMENTS AND REFERS TO 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 STAFF IS REQUIRED TO ADHERE TO A CONFLICT OF INTEREST POLICY, WHICH IS MONITORED BY HUMAN RESOURCES. STAFF ANNUALLY COMPLETE THEIR CONFLICT OF INTEREST QUESTIONNAIRES, WHICH HUMAN RESOURCES REVIEWS AND MAINTAINS. IF ANY CONFLICTS ARISE, GENERAL COUNSEL DISCUSS WITH STAFF, AND DOCUMENT ACTIONS TAKEN; WHETHER DISPOSAL OF THE INTEREST OR ANY DISCIPLINARY ACTION UNDER THE CODE OF PROFESSIONAL CONDUCT IS WARRANTED DEPENDING ON LEVEL OF CONFLICT UNDER REVIEW. |
| Process for Determining Compensation | Form 990, Part VI, Lines 15a and 15b 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 remaining officers' compensation. 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 Executive Committee reviews the compensation committee's proposed recommendation and either accepts or adjusts the proposal. The Executive Committee then makes their recommendation to the Board of Directors. The Board of Directors either approves or modifies the Executive Committee's recommendation. The Board then approves final compensation for officers. The organization contemporaneously documents and maintains recordkeeping for deliberations and decisions regarding the compensation arrangements of the officers. |
| How Documents are Made Available to the Public | Form 990, Part VI, Line 19 THE ORGANIZATION MAKES ITS BYLAWS, ARTICLES OF INCORPORATION AND FINANCIAL STATEMENTS AVAILABLE ON ITS WEBSITE OR UPON WRITTEN REQUEST. CONFLICTS OF INTEREST POLICY IS AVAILABLE UPON REQUEST. |
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