Governing board composition requires public interest directors to equal or exceed shareholder directors and excludes members' representatives. Governing boards must include public interest directors, shareholder directors and a managing director who serves ex officio and is excluded from the director categories; employees appointed beyond the managing director are deemed shareholder directors. Trading or clearing members, their associates and agents, and foreign portfolio investors are prohibited from board representation. The chairperson must be elected from the public interest directors with prior regulatory approval, public interest directors must at least match shareholder directors at stock exchanges, clearing corporations must have public interest directors constituting at least two thirds of the board, and at least one public interest director is required for quorum.