The IIROC Board of Directors comprises 15 Directors, including the President and CEO, with an even number of independent and non-independent (industry) Directors:

• Five individuals representing Dealer Members (non-independent);

• Two individuals representing Marketplace Members (non-independent);

• Seven independent Directors; and

• IIROC's President and CEO.

TSX is entitled to nominate one of the Marketplace Directors as long as (a) he/she comes from a Marketplace and (b) TSX and Marketplaces associated or affiliated with TSX maintain collectively not less than a 40 percent market share (as determined under the By-law). The second Marketplace Director is a representative from a non-TSX or non-TSX affiliated Marketplace.

Board of Director Members

The IIROC Board of Directors comprises the following individuals:

Terms of Office

Directors serve for staggered two-year terms. All Directors other than the President are restricted to term limits of four consecutive terms.

• Board Charter

• Code of Conduct for Directors

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