Amendment to CIRO By-Law No. 1, Section 5.4, regarding term limits of Independent Directors and the Chair

The Canadian Investment Regulatory Organization (CIRO) proposes amending Section 5.4 of By-law No. 1 (By-law) to extend Independent Directors’ term limits from four consecutive terms to five consecutive terms. Additionally, a six consecutive term limit would apply to an Independent Director serving as Chair, if their five-year Chair appointment would exceed the proposed five-term consecutive term limit for Independent Directors. As the By-law limits a Director's term to two years, the Proposed Amendments would raise maximum Board tenure for Independent Directors from 8 to 10 years, and up to 12 years for the Chair. The purpose of the Proposed Amendment is to align with governance best practices and ensure leadership continuity.