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Compliance with Laws, Rules and Regulations
Political Contributions and Lobbying Activities
Reporting Illegal or Unethical Behavior
Enforcement of the Ethics Code
Relationship to Other CME Policies, Procedures and Guidelines
The Board of Directors of CME Group Inc. ("CME Group") is committed to the highest standards of conduct in our relationships with CME Group employees, customers, members, shareholders, regulators and the public. This means conducting our business in accordance with all applicable laws and regulations, and it also means commitment to the spirit of the law. Our actions should reflect CME Group's values, demonstrate ethical leadership, and promote a work environment that upholds CME Group's reputation for integrity, ethical conduct and trust. This Code is intended to provide a statement of the fundamental principles applicable to our directors.
Directors are encouraged to bring questions about particular circumstances that may involve one or more of the provisions of this Code to the Chairman of the Board or the Chairman of the Governance Committee, who may consult with legal counsel. Directors who also serve as officers of CME Group must also comply with the CME Group Employee Code of Conduct.
Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, and behaving in a manner consistent with CME Group's values is the foundation of CME Group's ethical standards. All directors are expected to conduct their business and affairs in compliance with applicable laws, rules and regulations, and to encourage and promote such behavior for themselves, officers and employees.
Fair Dealing
Each director should deal fairly with CME Group employees, customers, members, shareholders, regulators, competitors and suppliers. No director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
Conflicts of Interest
In order to maintain the highest degree of integrity in the conduct of CME Group's business and to maintain your independent judgment, directors must avoid any activity or personal interest that creates or appears to create a conflict between a director's own interests and the interests of CME Group as determined by CME Group. It is to be understood that a director may be a member, officer or owner of a member firm or a customer of Chicago Mercantile Exchange Inc. or Board of Trade of the City of Chicago, Inc. without creating a conflict or the appearance of a conflict. A conflict of interest arises when a director's loyalties or interests are divided between CME Group's best interest and his or her personal interests or those of another. Conflicts of interest may also arise when a director, or members of his or her family, or an organization with which he or she is affiliated receives an improper personal benefit as a result of his or her position as a director of CME Group. Any situation that involves, or may involve, a conflict of interest should be promptly disclosed to the General Counsel. The Board of Directors has adopted the CME Group Conflict of Interest Policy to provide additional guidance as to when a specific situation may involve a conflict of interest and the appropriate procedures for resolving that conflict.
Receipt of Gifts
The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships. Therefore, directors and members of their immediate families may accept unsolicited business courtesies and gifts that are reasonable and customary. Directors and members of their immediate families, however, may not accept gifts from persons or entities where any such gift is being made in order to influence the director's actions as a member of the Board, or where such gift could create the appearance of such influence.
Corporate Opportunities
Directors are prohibited from competing with CME Group or taking for themselves personally or for the organizations with which they are affiliated opportunities that are discovered through the use of CME Group property, information or position without the consent of the Board of Directors. No director may use CME Group property, information or position for improper personal gain. Directors owe a duty to CME Group to advance its legitimate interests when the opportunity to do so arises.
Guarding CME Assets
Each Board member has a duty to safeguard CME Group's assets, including its physical premises and equipment, records, customer information and CME Group names and trademarks. CME Group assets should be used for CME Group business only. Without specific authorization, Board members may not take, loan, sell or otherwise dispose of any CME Group property, or use CME Group property for non-CME purposes.
Confidential Information
Board members may often receive or have access to confidential, sensitive and non-public information about CME Group and others. Board members should presume that any information they receive about CME Group or about CME Group's customers, members or others through their work as a Board member is confidential and, therefore, should not be disclosed or made public, except when disclosure is authorized or legally required. Board members have an obligation to safeguard confidential information, whether generated internally or acquired from others, and to use it only in the performance of their responsibilities as a Board member. The obligation to preserve CME Group's confidential information is ongoing even after an individual's service as a director ends.
Insider Trading
Board members are prohibited from buying or selling securities while in possession of material non-public information about the issuer of that security, whether the issuer is CME Group or another company. This conduct is known as "insider trading." Passing such information on to someone who may buy or sell securities is known as "tipping" and is also prohibited. Further guidance on CME Group's policy prohibiting insider trading and the applicable securities laws is set forth in CME Group's Securities Law Trading Policy, a copy of which can be obtained from the Corporate Secretary.
Antitrust Laws
CME Group's activities are subject to antitrust and trade regulation statutes, which govern how we interact with our competitors, customers and suppliers. Generally, the antitrust laws prohibit activities which constitute unreasonable restraint of trade, unfair trade practices and other anti-competitive practices which restrict or lessen competition. Some of the most serious offenses in this area involve the creation of, or attempt to create a monopoly, or agreements between competitors to increase, decrease or stabilize prices, limit the availability of products or services, or allocate customers, territories or markets.
Failure to comply with the antitrust laws could subject CME Group and individuals involved to criminal fines and jail terms, and CME Group to large civil penalties and treble damages. Board members should consult the General Counsel regarding any questions or concerns about the antitrust laws and how they may apply.
Anti-Bribery Laws
CME Group conducts its international business activities in compliance with applicable anti-bribery laws of the United States, including the U.S. Foreign Corrupt Practices Act ("FCPA"), and the laws of all other countries in which CME Group conducts business. The FCPA prohibits CME Group and its directors, officers, employees and agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. Directors may not knowingly engage in any activity that might involve CME Group in a violation of the FCPA or any applicable anti-bribery law.
Political Contributions and Lobbying Activities
Laws of certain jurisdictions prohibit the use of CME Group funds, assets, services or facilities on behalf of a political party or candidate. Payments of corporate funds to any political party, candidate or campaign may be made only if permitted under applicable law and approved in advance by the General Counsel.
So that CME Group may comply with lobbying laws, Board members should notify the Government Relations Department or the General Counsel before engaging in any activity on behalf of CME Group that might be considered "lobbying" or other attempts to influence government officials.
Reporting Illegal or Unethical Behavior
Directors should promote ethical behavior and encourage an environment in which CME Group encourages employees to talk to supervisors, managers or other appropriate personnel about illegal or unethical behavior. CME Group has established avenues of communication to enable employees or others to report suspected misconduct, including CME Group's Compliance & Ethics Helpline (1.877.338.4545). No one will be subject to retaliation for a good faith report of suspected misconduct. Directors should communicate any suspected violations of this Code promptly to the Chairman of the Board or the Chairman of the Governance Committee.
Enforcement of the Ethics Code
The Governance Committee of the Board of Directors shall determine appropriate actions to be taken in the event of violations of this Code of Ethics. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code. In determining what action is appropriate in a particular case, the Governance Committee shall take into account all relevant information, including the nature and severity of the violation, whether the violation appears to have been intentional or inadvertent, and whether the individual in question had been advised prior to the violation as to the proper course of action.
Waivers of the Ethics Code
CME Group will waive application of the policies set forth in this Code only where circumstances warrant granting a waiver. Waivers of the Code for Board members may be made only by the Governance Committee of the Board of Directors and must be promptly disclosed as required by law or regulation.
Relationship to Other CME Policies, Procedures and Guidelines
The responsibilities described in this Code are in addition to and not instead of, any responsibilities described in any other CME Group policy, procedures or guidelines that apply to you.
Revised as of September 11, 2007
| Trade Date | 05/12/08 | 05/09/08 |
| Est. Electronic | 116,301 | 6,947,540 |
| Est. Open Outcry | Closed | 1,636,077 |
| Est. Totals | 116,301 | 8,583,617 |
| NYMEX on Globex | 15,178 | 1,099,826 |
Delayed at least 30-35 minutes