CMECME Group

Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address how the experience of your Lead Director is brought to bear in connection with your board’s role in risk oversight.

It is our belief that the Company’s disclosures in the Proxy Statement comply with all applicable rules and regulations, including Item 407(h) of Regulation S-K. Nonetheless, we will consider the Staff’s comments in due course as we evaluate the extent to which we voluntarily supplement our required disclosures in the future. Read in the reply ↗

Please expand upon the role that your Lead Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Director may: • represent the board in communications with shareholders and other stakeholders; and • require board consideration of, and/or override your CEO on, any risk matters.

It is our belief that the Company’s disclosures in the Proxy Statement comply with all applicable rules and regulations, including Item 407(h) of Regulation S-K. Nonetheless, we will consider cmegroup.com CME GROUP CONFIDENTIAL the Staff’s comments in due course as we evaluate the extent to which we voluntarily supplement our required disclosures in the future. Read in the reply ↗

Please expand upon how your board administers its risk oversight function. For example, please disclose: • the specific risks over which the board elected to retain direct oversight responsibility and why oversight of those risks was not assigned to a board committee; • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards

Rest of the question

based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; • whether you have a Chief Compliance Officer and to whom this position reports; and • how your risk oversight process aligns with your disclosure controls and procedures.

It is our belief that the Company’s disclosures in the Proxy Statement comply with all applicable rules and regulations, including Item 407(h) of Regulation S-K. Nonetheless, we will consider the Staff’s comments in due course as we evaluate the extent to which we voluntarily supplement our required disclosures in the future. Read in the reply ↗