CME GROUP INC.
CHICAGO MERCANTILE EXCHANGE INC.
BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
NEW YORK MERCANTILE EXCHANGE, INC.
COMMODITY EXCHANGE, INC.
BOARDS OF DIRECTORSCORPORATE GOVERNANCE PRINCIPLES
The following Corporate Governance Principles have been adopted by the Boards of Directors(collectively, the “Board”) of CME Group Inc. (“CME Group”), Chicago Mercantile ExchangeInc. (“CME”), Board of Trade of the City of Chicago, Inc. (“CBOT”), New York Mercantile
Exchange, Inc. (“NYMEX”) and Commodity Exchange, Inc. (“COMEX”) (collectively, referred toas, the “Company”), to serve as a flexible framework to assist the Board in the exercise of its
responsibilities. These Corporate Governance Principles reflect the Board’s commitment tomonitor the effectiveness of policy and decision making both at the Board and managementlevel. These governance principles should be interpreted in the context of all applicable laws,
CME Group’s charter documents and other governing legal documents and company policies.
These governance principles are subject to modification from time to time by the Board.
THE MISSION OF THE BOARD OF DIRECTORSThe Board believes that all directors represent the balanced interests of the Company’s
shareholders as a whole.
It represents the shareholders’ interest in perpetuating a successful business and optimizing
long-term financial returns consistent with legal requirements and ethical standards. The Board
also recognizes the important role the Company plays in the marketplace and the importance ofproviding active governance designed to ensure the safety and soundness of its operations.
The Board is responsible for establishing the general oversight framework, including identifying
and taking reasonable actions, intended to achieve these goals.
The Board’s principal oversight functions are to:•

Review, approve and monitor the Company’s major strategic, financial and businessactivities and opportunities, including declarations of dividends and major transactions;•

Review, approve and monitor the Company’s annual budget;•

Review, monitor and take reasonable actions with respect to the Company’s financial
performance;•

Review, assess and provide oversight of the Company’s risk management practices, theintegrity and adequacy of its Enterprise Risk Management program, which is designed to
identify, manage and plan for its clearing house, compliance, financial, operational,
reputational, and strategic and commercial risks, including the Compliance & Ethics
Program.

•

Select, evaluate and compensate the Chairman and Chief Executive Officer and, if
necessary, appoint a replacement.

•

Review and monitor plans for the succession of the Chairman and Chief Executive
Officer and other members of senior management; and•

Identify, evaluate and nominate candidates for Equity Director.

The Board recognizes that it may be in the best interests of the Company and its shareholders
to delegate primary responsibility for certain of the foregoing functions to a Committee which
oversight shall be as set forth in a written charter and subject to appropriate review by andreporting to the Board.
BOARD MEMBERSHIP AND STRUCTURE
Membership
Size of Board. The authorized number of directors will be determined from time to time byresolution of the Board, provided the Board may not exceed 30 members and shall include three
Class B-1 directors, two Class B-2 directors and one Class B-3 director. The Nominating andGovernance Committee is responsible for making recommendations to the Board regarding thesize of the Board, as appropriate. The size of the Board is designed to ensure it maintains theappropriate expertise, industry knowledge and skills to effectively oversee the Company’s
complex business while maintaining compliance with applicable listing and regulatory
requirements. The Board believes that the quality of the directors and the overall balance of theBoard are more important to the Board’s proper functioning than the number of directors.
Exchange Boards. The directors and officers of CME Group also constitute the boards of
directors and the officers of CME, CBOT, NYMEX and COMEX, respectively.
Board Composition; Mix of Independent and Employee Directors. At least a majority of thedirectors will be independent directors (“Independent Directors”) as required by applicablelisting standards (the “Listing Standards”). The Board has adopted and disclosed categoricalstandards to assist it in determining a director’s independence. The Board believes that it isoften in the best interest of CME Group and its shareholders to have non-independent directors.
The expectation of the Board is that the number of employee directors should not exceed two.
In accordance with the Bylaws, the Nominating and Governance Committee shall include the
Chairman and Chief Executive Officer of the Company as a nominee for Equity Director.
Board Membership Criteria. The Board seeks directors from diverse professional backgrounds
who combine a broad spectrum of experience and expertise with a reputation for integrity.
Board members should have the characteristics essential for effectiveness as a member of theBoard, including but not limited to:•Integrity, objectivity, sound judgment and leadership;•

The relevant expertise and experience required to offer advice and guidance to the
Chairman and Chief Executive Officer and other members of senior management;•

The ability to make independent analytical inquiries;•

The ability to collaborate effectively and contribute productively to the Board’s
discussions and deliberations;•

A commitment to enhancing long-term shareholder value;•

An understanding of the Company’s business, strategy and challenges;•

The willingness and ability to devote adequate time and effort to Board responsibilities
and to serve on Committees at the request of the Board; and2|Page•

Is not be a Disqualified Person (as defined below).

A “Disqualified Person” is any person who (i) if elected, intends to resign as a director of CME
Group prior to the end of the full term for which he or she is standing for election, (ii) is or has
been subject to any statutory disqualification under Section 3(a)(39) of the Securities Exchange
Act or Sections 8a(2)-(4) of the Commodity Exchange Act, (iii) is or has been subject todisqualification under 17 CFR §1.63 or (iv) otherwise would be ineligible to serve on thegoverning boards of CME, CBOT, NYMEX or COMEX under their respective rulebooks, as ineffect from time to time.
The Nominating and Governance Committee is responsible for meeting annually to assess thecurrent and future needs of the Board. This process is designed to follow the guiding principlethat the composition of a board should reflect a diversity of thought, backgrounds, skills,
experiences and expertise, and a range of tenures that are appropriate given the company’s
current and anticipated circumstances. Consistent with this philosophy, in addition to the criteria
set forth above, the Nominating and Governance Committee will ensure each pool of qualified
candidates from which Board Equity Director nominees are chosen includes candidates whobring racial and/or gender diversity. Nominees for Equity Director are recommended by the
Nominating and Governance Committee to the Board.
The Nominating and Governance Committee is also responsible for selecting nominees forelection to the positions for Class B-1, Class B-2 and Class B-3 directorships (the “Class B
Directors”). The Nominating and Governance Committee shall select, subject to the provisionsof the Certificate of Incorporation, up to two nominees for each Class B directorship to be filledby the applicable class of Class B Common Stock at the annual meeting.
In making its recommendation to the Board for nominees for Equity Director, as well as for its
selection of Class B Director nominees, the Nominating and Governance Committee shallconsider the foregoing Board Membership Criteria, the Board composition assessment as wellas in consideration of the applicable board of directors composition requirements of theCommodity Futures Trading Commission (“CFTC”) and the Listing Standards.
Each Board member is expected to ensure that his or her other commitments do not materiallyinterfere with his or her service overall as a director. In addition, in determining whether torecommend an incumbent director for re-election, the Nominating and Governance Committee
also considers the director’s past performance, including attendance at meetings andparticipation and contributions to the activities of the Board as well as the director’s ability tomake contributions after any significant change in circumstances (including changes in
employment or professional status).
Any Board member who becomes aware that he or she may no longer meet the foregoing
Board Membership Criteria shall inform the Chairman and Chief Executive Officer, the Lead
Director and the Corporate Secretary in writing. As appropriate based on the facts andcircumstances, the matter shall be escalated to the Nominating and Governance Committee.
Majority Voting for Equity Directors. In an uncontested election, an Equity director who fails
to receive the required number of votes for re-election following certification of the election
results in accordance with the Bylaws shall offer to resign. In addition, an Equity director whose
resignation is under consideration shall abstain from participating in any recommendation ordecision regarding that resignation. The Nominating and Governance Committee shall make a
recommendation to the Board as to whether to accept or reject the tendered resignation, or
whether other action should be taken. The Nominating and Governance Committee and theBoard, in making their decisions, may consider any factor or other information that they deem
3|Pagerelevant. Any director who tenders his or her resignation pursuant to this provision shall notparticipate in the Nominating and Governance Committee’s recommendation or the Board’s
deliberation or decision regarding whether to accept the director’s resignation offer. The Board
shall act on the tendered resignation, taking into account the Nominating and GovernanceCommittee’s recommendation, and shall publicly disclose its decision regarding the resignation
within ninety (90) days after the results of the election are certified. If the resignation is not
accepted, the Equity director will continue to serve until the next annual meeting of shareholders
and until the director’s successor is elected and qualified.
The Board shall nominate for election or re-election as Equity directors only candidates who
agree to tender, following the annual meeting of shareholders at which they are elected or reelected as directors, irrevocable resignations that will be effective upon (a) the failure to receive
the required vote at the next annual meeting at which they are nominated for re-election, and (b)Board acceptance of such resignation. In addition, the Board shall fill Equity director vacancies
and new Equity directorships only with candidates who agree to tender, promptly following their
appointment to the Board, the same form of resignation tendered by other directors inaccordance with this Principle.
Determination of “Independent” and “Public” Directors. The Board shall review annually
the relationships that each director has with the Company (either directly or as a partner,shareholder or officer of an organization that has a relationship with the Company). Following
such annual review, only those directors who the Board affirmatively determines have nomaterial relationship with the Company (either directly or as a partner, shareholder or officer ofan organization that has a relationship with the Company) will be considered Independent
Directors, subject to additional qualifications prescribed by the Listing Standards or underapplicable law. The Board has adopted the categorical standards set forth in Appendix A toassist it in determining director independence. The Board also makes an assessment as towhich directors may be classified as “public directors” as defined by the CFTC. A director isconsidered a “public director” based upon their lack of relationship with any of our exchanges
and the industry. Each director shall notify the Chairman and Chief Executive Officer or the
Chair of the Nominating and Governance Committee and the Corporate Secretary as soon aspracticable of any event, situation or condition that may affect the Board’s evaluation of his or
her independence or status as a public director. If warranted, following the receipt of suchinformation, the Nominating and Governance Committee shall make a recommendation to theBoard as to such director’s independence or status as a public director.
Selection of New Directors. The Nominating and Governance Committee will consider
candidates proposed by members of the Committee, other directors, management and CME
Group shareholders. All candidates will be evaluated in the same manner.
The Bylaws set forth the procedures for a shareholder to nominate Equity directors for election
at the Annual Meeting of Shareholders. A summary of these procedures is included in the
Company’s annual proxy statement.
Vacancies in Equity director and Class B director positions shall be filled in accordance with the
CME Group Certificate of Incorporation and CME Group Bylaws and the Charter for the
Nominating and Governance Committee.

4|PageExtending an Invitation to a New Equity Director Board Member. The Chairman and Chief
Executive Officer should extend the invitation to potential candidates to stand for election to theBoard as an Equity director recommended by the Nominating and Governance Committee andapproved by the Board.
Retirement.
Term Limits. The Board does not favor term limits for directors, but believes that it isimportant to monitor overall Board performance. While term limits could help ensure that
there are fresh ideas and viewpoints available to the Board, term limits risk losing thecontribution of directors who have been able to develop valuable insight into theCompany and its operations and, therefore, provide an important contribution to theBoard as a whole. The Board believes that, as an alternative to strict term limits, it canensure that the Board continues to evolve and adopt new viewpoints through theevaluation and nomination process described in these Principles.
Retirement Policy. The Board does not favor a mandatory retirement age for directors.
It is the responsibility of the Nominating and Governance Committee to consider eachdirector’s participation in and contribution to the activities of the Board in connection with
its nomination process.
Retirement Policy – Employee Directors. Employee directors should offer to resignfrom the Board upon their resignation, removal or retirement as an officer of theCompany.
Non-Employee Equity Directors Changing Their Present Job Responsibility. The
Board does not believe that non-employee Equity directors who retire or experience amaterial change in their job responsibilities or the position they held when they came on
the Board should necessarily leave the Board. Promptly following such event, the Equity
director must notify the Chairman and Chief Executive Officer, who shall review thecontinued appropriateness of the affected director remaining on the Board under thecircumstances and against the membership criteria and shall make a recommendation to
the Board as to whether the director should remain on the Board. The affected Equity
director is expected to act in accordance with the Board’s decision following such review.
The Nominating and Governance Committee, in accordance with the Bylaws, is
responsible for recommending a replacement in the event that any such resignation is
accepted by the Board.
Other Board Commitments. Non-employee directors may not serve on the board of
directors of more than four public companies, including the CME Group Board. Nonemployee directors shall advise the Chairman and Chief Executive Officer and Lead
Director in writing in advance of accepting an invitation to serve on another board (public
or private) to ensure that such additional board service will not impact such director’sability to serve on the Company’s Board and does not create a conflict of interest.
An employee director should not accept an invitation to serve on another board without
prior approval of the Nominating and Governance Committee.

5|PageNomination and Election of Chairman.
Nomination and Election. In accordance with the Company’s Bylaws, the Board shallhave a Chairman. Any vacancy in the position of the Chairman shall be filled by amajority vote of the Board. The Board shall also determine whether the Chairman should
hold the title of Executive Chairman.
Employee Director Participation in Board Nomination and Election Processes. It is
the policy of the Board that employee directors should not participate in the nominationor voting process for the Chairman.
Lead Director.
The Board shall have a Lead Director with the responsibilities set forth in Appendix B.
Conduct of the Board
Board Meetings.
Selection of Agenda Items. The Chairman and Chief Executive Officer, in coordination
with the Corporate Secretary, should establish the agenda for Board meetings. All
directors may request agenda items and/or additional information, as they deem
appropriate, both for the Board and the Committees on which they serve, and they areencouraged to do so.
Attendance. Directors are expected to prepare for, attend, and participate in all Boardand applicable committee meetings. Directors should use their best efforts to attend
Board and committee meetings in person. When necessary, a director who is unable toattend in person may attend by telephone or other remote means if appropriate under
the circumstances. A director who is unable to attend a meeting (which it is understoodwill occur on occasion) or who wishes to participate telephonically or other remotemeans is expected to notify the Corporate Secretary or the Chair of the meeting in
advance. Unless otherwise approved by the Chairman and Chief Executive Officer, no
meeting fees are payable for attendance at Board meetings. No meeting fees arepayable for attendance at Board committee meetings unless otherwise approved by theapplicable Committee Chair and the Chairman and Chief Executive Officer.
Distribution of Materials; Board Presentations. It is important for directors to havematerials on topics to be discussed sufficiently in advance of the meeting date and for
directors to be kept abreast of developments between Board meetings. The Company
regularly informs directors of internal and competitive developments and shall distributewritten materials for use at Board meetings sufficiently in advance of meetings to permit
meaningful review in accordance with the Guidelines for Management Presentations
to the Board.
Directors can generally expect to receive summaries/slides of presentations several
business days in advance of a meeting to enable them to prepare for the meeting.
Directors should review material distributed in advance of such meetings. In the event ofa pressing need for the Board to meet on short notice or if such materials would
otherwise contain highly confidential or sensitive information, it is recognized that written
6|Pagematerials may not be available in advance of the meeting. All materials are madeavailable on-line or by hard copy by the Office of the Secretary.
Attendance of Non-Directors. The Board believes that attendance of key executive
officers augments the meeting process. Members of the Company’s senior management
and other employees may attend Board meetings at the invitation of the Chairman andChief Executive Officer.
The Chairman and Chief Executive Officer encourages members of senior management
to respond to questions posed by directors relating to their areas of expertise. Suchpersons shall not attend Executive Sessions either of the Board or any Committee
thereof, unless requested. The Board also believes that members of senior managementof the Company and its subsidiaries can assist the Board with its deliberations andprovide critical insights and analyses, particularly when the Board hears presentations
on the business plan for the upcoming year. Attendance of such individuals allows themost knowledgeable and accountable executives to communicate directly with theBoard. It also provides the Board direct access to individuals critical to the Company’s
succession planning.
Participation in Strategic Issues Discussions. To facilitate the Board’s oversight of
the Company’s major strategic, financial and business activities, the Company will holddiscussions of the Board and management focused on the overall strategic objectives of
the Company. Strategic issues are discussed at regular Board meetings and,periodically, meetings are devoted exclusively to strategy issues. The frequency ofstrategy meetings varies with changes in the business environment and theorganization.
Number of Meetings. The Board shall hold a minimum of five meetings per year. In
addition to the regularly scheduled meetings, unscheduled Board meetings may becalled, upon proper notice, at any time to address specific needs of the Company.
Minutes. The conclusions and decisions of the Board and its Committees as well as any
directives to management are recorded in the minutes of their meetings. The minutes ofeach meeting of the Board and its Committees are presented to and approved by the
Board or the applicable Committee customarily at its next meeting. Copies of signed
Committee minutes shall be provided to the Board as soon as possible after being
approved by the Committee and signed by the applicable Chair. The Office of theSecretary shall redact from the copy of minutes of the Market Regulation OversightCommittee, the Clearing House Risk Committee and the IRS Risk Committee provided
to the Board any portions of the minutes relating to the surveillance or investigation of
specific entities or individuals.
Ethics and Conflicts of Interest. The Nominating and Governance Committee and the Board
have adopted a Conflict of Interest Policy. The Conflict of Interest Policy incorporates
various provisions of applicable corporate law and other standards adopted by the Company
designed to insure that Board and committee decisions are not impacted by conflicts of interest.
Directors are expected to avoid any action, position or interest that conflicts with an interest of
the Company, or gives the appearance of a conflict, in accordance with the Conflict of Interest
Policy and any rules adopted by the Company. The Company annually solicits information fromdirectors in order to monitor potential conflicts of interest and directors are expected to be
mindful of their fiduciary obligations to the Company.
7|PageWhen faced with a situation involving a potential conflict of interest, including upon reviewing theagenda for an upcoming meeting, directors are encouraged to seek advice from the GeneralCounsel, the Corporate Secretary or from outside counsel designated by the Company.
Each director shall notify the Chairman and Chief Executive Officer, Lead Director andCorporate Secretary in writing as soon as practicable of any changes in their profession or
personal background that could potentially create a conflict of interest.
CFTC Core Principle 16 (Conflicts of Interest) and related regulations require a designatedcontract market (i.e., CME, CBOT, NYMEX and COMEX) to minimize conflicts of interest in its
decision-making process and to establish a process for resolving conflicts. The Acceptable
Practices for Core Principle 16 create a safe harbor for a designated contract market todemonstrate compliance with the core principle specifying among other things that at least 35
percent of the directors be “public directors.” On an annual basis, at the time the nominees for
Equity Director are approved, the Boards of Directors of CME, CBOT, NYMEX and COMEX
shall document the processes for compliance with CFTC Core Principle 16, including whether
the Acceptable Practices are being adopted based on the composition of the Boards of
Directors.
Directors are also expected to act in compliance with the Company’s Board of Directors Codeof Ethics and the Personal Trading Policy.
The Audit Committee shall review the material terms and conditions of all new related party
transactions and material amendments to any existing transactions and either approve ordisapprove of them in accordance with the Related Party Transaction Approval Policy.
Share Ownership. The Board has approved the following stock ownership guidelines formembers of the Board as follows:•

Chairman and Chief Executive Officer: ownership of CME Group stock equal to
five (5) times base pay to be achieved within five (5) years.

•

Non-executive Directors: ownership of CME Group stock equal to two (2) times
their annual stipend (cash and equity) to be achieved within five (5) years.

Only shares of CME Group stock deemed beneficially owned will be applied towards
satisfaction of the guidelines. The Compensation Committee will oversee compliance with theforegoing guidelines on an annual basis and provide a report to the Board.
Board Compensation. An employee director shall not receive additional compensation forservice as a director.
The Company believes that compensation for non-employee directors should be competitive.
The Compensation Committee will periodically review the level and form of the Company’s
director compensation, including how such compensation relates to director compensation ofcompanies of comparable size and complexity. The Nominating and Governance Committee
shall periodically consider the impact of compensation on director independence. Changes todirector compensation will be proposed to the full Board for consideration.

8|PageDirector’s fees (including stipends and committee retainers in the form of cash or equity) are theonly compensation a member of the Audit and Compensation Committees may receive from theCompany; provided, however, members of the Compensation Committee who serve on the
Company’s Agricultural Markets Advisory Council may receive the regular annual stipend fortheir service.
Executive Sessions and Meetings of Independent Directors. The Independent Directors
shall meet in executive session (without management and non-independent directors) as part ofthe Board’s regularly scheduled meetings at least on a quarterly basis. These executive
sessions shall be chaired by the Lead Director. The Lead Director may, at his or her discretion,
invite the Chairman and Chief Executive Officer, other non-independent directors or othermembers of management to participate in a portion of such Executive Sessions, as appropriate.
Additional executive sessions of the Board or meetings of the Independent Directors or nonmanagement directors may be held from time to time as necessary. It is also the practice ofCommittees to meet in executive session from time to time. The role of meeting in executive
session is to discuss confidential matters which require a more private deliberation, such as
succession planning, compensation matters and performance evaluations.
Board Access to Senior Management. Directors should have complete and open access tomembers of senior management. Directors shall coordinate such access through the Chairman
and Chief Executive Officer. Directors will use their judgment to assure that this access is not
distracting to the business operation of the Company. In addition, the Chairman and Chief
Executive Officer shall invite key employees to attend Board sessions at which such persons
can meaningfully contribute to Board discussion.
Outside Advisors. The Board shall have the right at any time to retain independent outside
financial, legal or other advisors, at the expense of the Company, without consulting with, or
obtaining approval from, senior management. The Board Committees shall have the ability toengage independent outside financial, legal or other advisors as described in the applicablecommittee charter.
Board Interaction with Institutional Investors, Media, Peers, Customers, etc. The
Chairman and Chief Executive Officer and the Chief Financial Officer, and such other persons
as they may designate from time to time, are authorized to speak on behalf of the Company.
Individual directors may, from time to time, meet with or communicate with various
constituencies that are involved with the Company. It is expected that directors would do thiswith the knowledge of management and, in most instances, at the request of management.
Directors are encouraged to refer all inquiries from institutional investors, analysts or the press
to the Chairman and Chief Executive Officer or his designee(s).
Directors are expected to comply with the Company’s External Communications Policy.
Confidentiality of Information. In order to facilitate open discussion, confidentiality of
information and deliberations is an imperative. Each director has an affirmative duty tosafeguard the confidentiality of information provided to the Board as well as the nature of Board
room deliberations. The obligation to preserve the Company’s confidential information is
ongoing even after an individual’s service as a director ends.
Board Orientation and Continuing Education. The Company shall provide new directors witha director orientation program to familiarize such directors with, among other things, theCompany’s business, strategic plans, significant financial, accounting and risk management
9|Pageissues, compliance programs, conflicts policies, code of business conduct and ethics, corporate
governance principles, principal officers, internal auditors and independent auditors. In addition,
directors shall be provided with continuing education on subjects that would assist them indischarging their duties, including briefing sessions on topics that present special risks,
including information and technology and security, and opportunities to the Company. The
Company will also provide access to outside educational programs and the Office of theSecretary will periodically advise directors of available opportunities.
Board Evaluations. The Nominating and Governance Committee will administer an annual
self-evaluation of the Board. The Committee shall be responsible for establishing the evaluation
criteria and process for such evaluation, as well as making appropriate recommendations for
improving performance. This self-evaluation of the Board will focus on the performance of theBoard and its Committees as a whole, including the flow of information to the Board and Board
committees from management and to the Board as a whole from Committee Chairs, with a view
to increasing the effectiveness of the Board. The results of the Board self-evaluation will be
discussed with the Nominating and Governance Committee and presented to the Board withrecommendations for improvement from the Nominating and Governance Committee, if any.
The self-evaluation will also include a process for peer evaluations of the individual directors.
The results of individual director peer evaluations will be provided to the Chairman and Chief
Executive Officer, the Lead Director and the Nominating and Governance Committee. Any
feedback will be provided to the individual director, as necessary and appropriate.
Each Board established Committee shall conduct an annual self-evaluation. The Chairman ofeach Committee shall report on the Committee’s recommendations, if any, relating to theevaluations and copies of any written evaluations shall be provided to the Board.
COMMITTEES
Committees. The Board has established the following Committees comprised entirely of Board
members: Audit; Clearing House Oversight; Compensation; Executive; Finance; Nominatingand Governance; Market Regulation Oversight and Risk. To assist the Board in fulfilling its
oversight responsibilities and to comply with applicable regulations as a registered Derivatives
Clearing Organization with the CFTC, the Board has also established the Clearing House Risk
Committee and the Interest Rate Swaps Risk Committee (collectively, the “Clearing House
Risk Committees”), which are Chaired by a member of the Board and include market
participants as members.
The Board may, from time to time, form a new committee or disband a current committee
depending on circumstances. In addition, the Board may determine to form ad hoc committees
from time to time, and determine the composition and areas of responsibility of suchcommittees.
The Audit, Compensation, Nominating and Governance, and Market Regulation OversightCommittees shall consist solely of Independent Directors. In addition, the Market Regulation
Oversight Committee shall consist solely of directors who have been classified as “public
directors.”Committee Assignments and Chairs. The Nominating and Governance Committee, after
consultation with the Chairman and Chief Executive Officer, shall be responsible for making
recommendations to the Board with respect to the assignment of directors to various
committees, including the designation of Chair, to the full Board for approval on an annual basis.
10 | P a g e

Committee assignments and the designation of Committee Chairs should be based on the
director’s knowledge, interests and areas of expertise. There are no fixed terms for Committee
membership. The Board believes that rotation of Committee assignments should occur atperiodic intervals but should not be mandated as a policy as there may be reasons to maintainan individual director’s Committee membership for extended periods of time.
Board Committee Meetings. Committee Chairs should regularly consult with the Chairman
and Chief Executive Officer to obtain his insights and to optimize Committee performance. All
standing Committees should meet regularly during the year and receive reports from Company
personnel on Company developments affecting the Committee’s work. The Committee Chairs,in consultation with the Chairman and Chief Executive Officer, as necessary, establish thefrequency and length of Committee meetings. Committee members are expected to prepare for,attend, and participate in all Committee meetings and should use their best efforts to attend inperson. When necessary, a member who is unable to attend in person may attend by telephoneor other remote means if appropriate under the circumstances. A member who is unable toattend a meeting (which it is understood will occur on occasion) or who wishes to participate
telephonically or by other remote means is expected to notify the Corporate Secretary or the
Chair of the Committee in advance of such meeting.
Committee Reports to the Board. The Board agenda shall include regular reports from the
Chairs of each of its Committees on their proceedings and deliberations. The Committees also
bring to the Board for consideration those matters and decisions which the Committees judge to
be of special significance. These Committees also provide a written annual report to the Boardon their key activities during the year. The written report will also provide confirmation that theCommittee has met all of its obligations under its Charter.
MANAGEMENT STRUCTURE, EVALUATION AND SUCCESSIONManagement Structure. Our Bylaws provide the Board with the flexibility to select theappropriate management leadership structure for CME Group. Our current management
leadership structure provides for the combined role of Chairman and Chief Executive Officer. In
making leadership determinations, the Board considers many factors, including the specificneeds of the business and what is in the best interests of our shareholders. The Board also has
established a Lead Director position with the responsibilities set forth in Appendix B.
Selection of Management. The Board shall be responsible for the appointment of theindividuals who serve as the Company’s executive officers, including the Chairman and Chief
Executive Officer.
Chairman and Chief Executive Officer Goals and Performance Evaluation. The Board shallbe responsible for the approval of the goals for the Chairman and Chief Executive Officer, which
may be individual goals or the overall goals for the Management Team, and shall conduct anannual evaluation of his performance against such approved goals. The Compensation
Committee shall take such evaluation into consideration in recommending his compensation.
Management Succession Planning. Succession planning for the Company’s senior
management, including its Chairman and Chief Executive Officer, is critical to the Company’s
long-term success. The Board and the Nominating and Governance Committee, working with
the Chairman and Chief Executive Officer, shall assure that a succession plan is in place for theCompany’s senior management and other critical roles within the organization. In particular, the
11 | P a g e

Board will adopt and periodically review an emergency succession contingency plan to addressan unforeseen event that prevents the Chairman and Chief Executive Officer or other individuals
in critical roles from continuing to serve.
OVERSIGHT OF CME CLEARING
CME is designated as a Systemically Important Financial Market Utility. The Board has
governance and oversight responsibility of the safety and efficiency of CME Clearing. This
includes CME Clearing’s operation in accordance with applicable regulations and subject togovernance arrangements that prioritize the safety and efficiency of the Clearing House,
generally support the stability of the broader financial system and consider the legitimate
interests of clearing members and customers of clearing members and take into accountprudent risk management standards (including systemic risk mitigation) and best practices in
the industry.
With respect to the governance and oversight of CME Clearing, the responsibilities of the Board
include:•Receiving regular reports from clearing house management, the Chair of the Clearing
House Oversight Committee, the Chairs of the Clearing House Risk Committees and the
Chair of the Risk Committee.

•

Approving all clearing-related policies, frameworks and other matters that could have asignificant impact on the Clearing House’s risk profile, which includes those mattersdetermined by the Clearing House Oversight Committee to be a major decision of the
Clearing House.

•

Approving on an annual basis the Liquidity Risk Management Framework, theOperational Risk Management Framework, the Risk Management Framework and theRecovery & Wind-Down Plan and any amendments that could have a significant impact
on the Clearing House’s risk profile.

•

Approving the charters of the Clearing House Oversight Committee and the Clearing
House Risk Committees and any recommended amendments thereto.

•

Approving the appointments of the Sr MD Global Head of Clearing & Post-Trade Svcs
(Head of CME Clearing) and the Chief Risk Officer of CME Clearing.

OTHER PRINCIPLESAttendance at CME Group Annual Meeting of Shareholders. Directors are also strongly
encouraged to attend the CME Group Annual Meeting of Shareholders.
Confidential Voting. The Company engages an independent inspector of election to tabulate
the voting results at the Annual Meeting of Shareholders. All proxies, ballots and tabulations that
identify the vote of a particular shareholder are confidential and not shared with the Company,
except as necessary to allow the inspector of election to certify the voting results or to meetlegal requirements or as necessary for quality control of any call center established for voting
purposes.
Cumulative Voting. The Board strongly supports the “one share/one vote” concept andopposes cumulative voting. It opposes the ability of a single investor or group of investors to
12 | P a g e

band together to achieve a goal, such as the election of a director, which is not supported by amajority of CME Group’s shareholders.
Communication with the Board. Interested parties wishing to communicate with the Board
may send an email to directors@cmegroup.com. You may also communicate with the membersof the board by mail addressed to an individual member of the board, the full board, a particularcommittee or the independent directors as a group directed to the Corporate Secretary, CME
Group Inc., 20 South Wacker Drive, Chicago, Illinois 60606.
All communications received will be compiled by the Office of the Secretary and submitted to
the Nominating and Governance Committee on a quarterly basis or more frequently as
appropriate. Emails received via directors@cmegroup.com are screened for junk commercial
email and general solicitations. If a communication does not involve an ordinary business matteras described below and if a particular director is named, the communication will be forwarded tothat director.
In order to expedite a response to ordinary business matters, the Nominating and GovernanceCommittee has authorized management to receive, research and respond, if appropriate, on
behalf of our directors, including a particular director or its non-executive directors, to any
communication regarding a product of an exchange or transactions by a clearing firm or amember of an exchange, referred to as an “ordinary business matter.” Any director may review
any such communication or response thereto.
Reporting of Concerns Regarding Accounting, Internal Controls or Auditing Matters. The
Audit Committee has established procedures to receive, retain and treat complaints received
regarding accounting, internal accounting controls or auditing matters and to allow for theconfidential and anonymous submission by anyone of concerns regarding questionableaccounting or auditing matters. These procedures are available on www.cmegroup.com.
Relationship to CME’s Global Repository Services. To the extent matters relating to the
responsibilities described in these Principles relate to CME’s global repository services, thechief compliance officer for the particular repository must be consulted.
Last Approved by Nominating and Governance Committee: February 6, 2024
Last Approved by Board of Directors: February 7, 2024
Adopted November 2002

13 | P a g e

Appendix A
INDEPENDENCE STANDARDS
A director who satisfies the independence requirements of the applicable listing standards andmeets all of the following categorical standards shall be presumed to be "independent":•

The director does not (directly or indirectly as a partner, shareholder or officer of anothercompany) provide consulting, legal or financial advisory services to the Company or theCompany's present or former auditors.

•

Neither the director nor any member of his or her immediate family is a significant
shareholder in the Company's Class A Common Stock or Class B Common Stock. For
purposes of this categorical standard, a shareholder shall be considered significant if theownership of shares of Class A Common Stock is greater than five percent (5%) of theoutstanding Class A Common Stock or if the ownership of shares of any series of Class B
Common Stock is greater than five percent (5%) of the outstanding Class B Common
Stock in such series.

•

Neither the director nor any member of his or her immediate family serves as an
executive officer of a civic or charitable organization that receives financial contributions
from CME (excluding payments pursuant to a matching gift program), CBOT or NYMEX
or the CME Group Foundation in excess of $200,000 or five percent (5%) of that entity’s
total annual charitable receipts and other revenues, whichever is greater, per year. The
Board shall also consider whether any charitable donations made to a civic or charitableorganization in which a director or member of his or her immediate family serves as adirector, trustee or employed fundraiser impact the particular director’s independence;
provided, however, donations less than $200,000 per year shall be presumed to be
insignificant and, therefore, not impact such director’s independence.

In addition, the Board of Directors has determined that a director who acts as a floor broker,
floor trader, employee or officer of a futures commission merchant, clearing member firm,
market participant or other similarly situated person that intermediates transactions in orotherwise uses CME Group products and services shall be presumed to be "independent," if heor she otherwise satisfies all of the above categorical standards and the independence
requirements of the applicable listing standards and such transactions are made in the ordinary
course of business of the Company on terms consistent with those prevailing at the time forcorresponding transactions by similarly situated, unrelated third parties.

14 | P a g e

Appendix B
LEAD DIRECTOR RESPONSIBLITIESThe Lead Director shall be an Independent Director and shall have the following responsibilities:•

The Lead Director shall preside at meetings of the Board of Directors if the Chairman isunavailable and at executive sessions of the Board's independent directors.

•

The Lead Director shall preside at the Board's annual evaluation of the Chairman's
achievement of his goals and objectives.

•

The Lead Director shall communicate the results of meetings at which he presides to
the Chairman.

•

The Lead Director shall be available to receive direct communications from directors
and/or shareholders in cases where the Chairman is unavailable or where directcommunication with the Chairman may not be appropriate.

•

The Lead Director shall be available to confer with the Chairman, in the Chairman's
discretion, in regard to Board agendas, scheduling and information distribution.

•

The Lead Director shall be a member of the Nominating and Governance Committee.

•

The Lead Director shall have the ability to call a Special Meeting of the Board as set
forth in the Bylaws.

•

In the event of the incapacity or death of the individual serving as Chairman and Chief
Executive Officer, the Lead Director shall act as Chairman of the Board on an interim
basis until otherwise approved by the Board.

•

The Lead Director shall be nominated by the Nominating and Governance Committee
and elected by the Board to serve a one-year term.

15 | P a g e