NASDAQ, INC. (HOLDCO)
FINANCE COMMITTEE CHARTER


 Approved October 24, 2016

The purpose of the Finance Committee (the "Committee") of the Board of Directors (the "Board") of Nasdaq, Inc. (the "Company") is to oversee capital allocation of the Company including corporate investment and financing transactions.

The Committee will consist of at least three directors annually appointed by the Board for a one year term, the majority of whom shall be independent. The CEO may also serve on this Committee. 
 
Committee members shall be recused from the discussion and vote on any matter in which they have direct or indirect self-interest that is separate and independent from the interests of the Company.

The Committee will meet throughout the year usually in conjunction with regularly scheduled meetings of the Board and at such other times determined by the Committee or the chair of the Committee. The Committee may form and delegate authority to any subcommittee of the Committee it deems appropriate or advisable.

The Committee will report regularly to the Board on matters within the Committee's responsibilities.
 

Quorum to convene meetings of the Committee for purposes of approving pricing terms of offerings, will include a minimum of two independent committee members plus the CEO or his designee(s).

The Committee shall:
1. Review and recommend for approval by the Board the capital plan of the Company, including
the plan for repurchasing shares of the Company's common stock and the proposed dividend
plan.
2. Review and recommend approval by the Board proposed mergers, acquisitions and business
divestitures, excluding those below an amount as established by the Board from time to time
3. Review and recommend approval to the Board proposed capital market transactions and other
financing arrangements, excluding those below an amount as established by the Board from
time to time.
4. Review and recommend approval by the Board proposed capital expenditures, lease
commitments and asset disposals, excluding those included in the approved annual budget and
those below an amount as established by the Board from time to time.
5. Oversee and approve the Treasury policy.
6. Receive reports on a periodic basis on the following topics: borrowings, balance sheet, capital
position, credit and financial ratings.
7. Make regular reports to the Board.
8. May form and delegate authority to subcommittees or management as appropriate.
9. Have the authority to obtain advice and assistance from internal or external legal, accounting or
other advisors.
10. Annually review and reassess the adequacy of this Charter.
11. Annually review its own performance.
12. Perform such other duties and functions as may, from time to time, be assigned to the
Committee by the Board.
 

Committee Members

John D. Rainey, Jr.
John D. Rainey, Jr.
Executive Vice President and Chief Financial Officer

John D. Rainey, Jr. is Executive Vice President and Chief Financial Officer of PayPal Holdings, Inc., a company that creates innovative technology to make the management and movement of money safer, simpler and more affordable over 200 markets around the globe. Prior to joining PayPal in 2015, Mr. Rainey was Executive Vice President and CFO at United Airlines, having spent 18 years at Continental Airlines, and later United Airlines.

Adena T. Friedman
Adena T. Friedman
President and Chief Executive Officer

Adena Friedman assumed the role of President and Chief Executive Officer of Nasdaq on January 1, 2017 and is a member of the Board of Directors. Ms. Friedman brings more than 20 years of industry leadership and expertise and is credited with significant contributions that shaped Nasdaq’s strategic transformation to a leading global exchange and technology solutions company with operations on six continents.

Prior to her appointment as Chief Executive Officer, Ms. Friedman served as President and Chief Operating Officer of Nasdaq throughout 2016 and was responsible for overseeing all of the company’s business segments with a focus on driving efficiency, product development, growth and expansion.

Ms. Friedman rejoined Nasdaq in 2014 as President to oversee the technology, information, and corporate businesses that comprised over two-thirds of Nasdaq’s revenues. Prior to her return, she served as Chief Financial Officer and Managing Director of The Carlyle Group from March 2011 to June 2014, and played a significant role in taking the company public in May 2012.

Before Carlyle, Ms. Friedman was a key member of Nasdaq's management team for over a decade, serving in a variety of roles including head of the company's data products business, head of corporate strategy, as well its Chief Financial Officer. She played an instrumental role in the company's acquisition strategy, overseeing the acquisitions of INET, OMX, and the Philadelphia and Boston Exchanges. She originally joined Nasdaq in 1993.

Ms. Friedman earned an M.B.A. from Owen Graduate School of Management, Vanderbilt University, in Nashville, Tennessee. She holds a B.A. in political science from Williams College in Massachusetts.

H.E. Essa Kazim
H.E. Essa Kazim
Governor of Dubai International Financial Centre (DIFC)
Chairman of Borse Dubai and Dubai Financial Market

H.E. Essa Kazim is the Governor of Dubai International Financial Centre (DIFC) having joined the Centre in January 2014. Alongside his current position, he is also the Chairman of Borse Dubai and the Chairman of Dubai Financial Market (DFM). Deputy Chairman of Supreme Legislation Committee in Dubai and a member in Dubai Supreme Fiscal Committee. H.E. Kazim began his career as a Senior Analyst in the Research and Statistics Department of the UAE Central Bank in 1988 and then moved to the Dubai Department of Economic Development as Director of Planning and Development in 1993. He was then appointed as Director General of the DFM from 1999 to 2006. He holds an honorary Doctorate from Coe College, a Master’s degree in Economics from the University of Iowa, a Master’s Degree in Total Quality Management from the University of Wollongong as well as a Bachelor Degree from Coe College. H.E. Essa currently sits on a number of official advisory committees and boards; he is a Member of the Higher Board of Directors of the Dubai International Financial Centre (DIFC) and the Board of DIFC Authority, a Board Director of Nasdaq Dubai and a Board Director of Noor Bank. H.E. Kazim also serves as a Member of the Board of Etisalat, a Board Member of Free Zones Council and is the Secretary General of the Dubai Islamic Economy Development Centre. He also serves as a board member for a number of educational institutions, both in the region and around the world.


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