Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| Significant Changes to Governing Documents | Form 990, Part VI, Line 4 In November 2015, the Board adopted amendments to NFA's Certificate of Incorporation (Articles) and subsequently approved Bylaw amendments. The amendments provide for electronic voting in the election of Member Directors, other than Contract Market Member Directors. These amendments became effective August 1, 2016. |
| Members or Stockholders | Form 990, Part VI, Line 6 Members are divided into categories based upon the categories they are registered with the Commodity Futures Trading Commission ("CFTC"). The Membership categories include: contract markets, future commission merchants and leveraged transaction merchants, introducing brokers, retail foreign exchange dealers, swap dealers, major swap participants, and commodity pool operators and commodity trading advisor. 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 | Form 990, Part VI, Line 7a 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 | Form 990, Part VI, Line 7b A change in NFA's Articles of Incorporation requires approval of the majority of those voting in each Membership category. |
| 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, THE GENERAL COUNSEL 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 DEPEENDS ON THE 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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