Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 303A.02(b) of the Listed Company Manual with respect to Two of Its Director Independence Tests, 50061-50063 [E8-19591]
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ebenthall on PRODPC60 with NOTICES
Federal Register / Vol. 73, No. 165 / Monday, August 25, 2008 / Notices
Background:
Eight Federal agencies have been
cooperating under a new Memorandum
of Understanding (MOU) on the
research and development of
multimedia environmental models for
the past year. The new MOU continues
a previous 5 year effort that began in
2001 and establishes a framework
facilitating cooperation and
coordination among the following
agencies (the specific research
organization within the agency is in
parentheses): U.S. Army Corps of
Engineers (Engineer Research and
Development Center); U.S. Department
of Agriculture (Natural Resources
Conservation Service); U.S. Department
of Energy (Office of Biological and
Environmental Research); U.S.
Environmental Protection Agency; U.S.
Geological Survey; U.S. National
Oceanographic and Atmosphere
Administration; U.S. Nuclear Regulatory
Commission (Office of Nuclear
Regulatory Research); and U.S. Bureau
of Reclamation. These agencies are
cooperating and coordinating in the
research and development of
multimedia environmental models,
software and related databases,
including development, enhancements,
applications and assessments of site
specific, generic, and process-oriented
multimedia environmental models as
they pertain to human and
environmental health risk assessment.
Multimedia model development and
simulation supports interagency
interests in risk assessment, uncertainty
analyses, water supply issues and
contaminant transport.
Purpose of the Public Meeting: The
annual public meeting provides an
opportunity for the scientific
community, other Federal and State
agencies, and the public to be briefed on
ISCMEM activities and their initiatives
for the upcoming year, and to discuss
technological advancements in
multimedia environmental modeling.
Proposed Agenda: The ISCMEM Chair
will open the meeting with a brief
overview of the goals of the MOU and
an update on current activities of
ISCMEM. This introduction will be
followed by a series of invited
presentations throughout the morning
focusing on topics of mutual interest to
ISCMEM participants. A detailed
agenda with presentation titles and
speakers will be posted on the MOU
public Web site: https://
iscmem.sc.egov.usda.gov/.
Meeting Access: The auditorium of
the U.S. Nuclear Regulatory
Commission Headquarters building at
11545 Rockville Pike, Rockville, MD is
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15:18 Aug 22, 2008
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across the street from the White Flint
Metro stop. The most convenient
transportation to the meeting venue is
via Metro since there is extremely
limited on-street parking. Please take
Metro to the White Flint Metro stop on
the Red Line. Please allow time to
register with building security and to
check with the entry guard station for
signs for the ISCMEM public meeting
room as you enter the building.
Dated at Rockville, Maryland, this 19th day
of August 2008.
For the Nuclear Regulatory Commission.
William R. Ott,
Chief, Environmental Transport Branch,
Division of Risk Analysis, Office of Nuclear
Regulatory Research.
[FR Doc. E8–19614 Filed 8–22–08; 8:45 am]
BILLING CODE 7590–01–P
NUCLEAR REGULATORY
COMMISSION
[Docket No. 50–302]
Florida Power Corporation; Notice of
Withdrawal of Application for
Amendment to Facility Operating
License
The U.S. Nuclear Regulatory
Commission (NRC, the Commission) has
granted the request of Florida Power
Corporation (FPC, the licensee) to
withdraw its July 31, 2007, application
for proposed amendment to Facility
Operating License No. DPR–72 for the
Crystal River Unit 3 Nuclear Generating
Plant (CR–3) located in Citrus County,
Florida.
The proposed amendment would
have revised the technical specifications
to impose more restrictive voltage and
frequency limits during surveillance
testing of the emergency diesel
generators.
The Commission had previously
issued a Notice of Consideration of
Issuance of Amendment published in
the Federal Register on January 29,
2008 (73 FR 5222). Subsequently, by
letter dated June 19, 2008 (Agencywide
Documents Access and Management
System (ADAMS) Accession No.
ML081770040), the licensee withdrew
the amendment request, and stated that
FPC will continue to maintain
administrative control of the emergency
diesel generator voltage and frequency
limits as described in the referenced
license amendment request (LAR)
submittal. In addition, the licensee
plans to resubmit this LAR under a new
identification number after additional
evaluations have been completed.
Further on July 24, 2008, in response
to the NRC staff request for additional
PO 00000
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50061
information, FPC: (1) Explained the
basis for withdrawal of the amendment
request, (2) committed to resubmit the
amendment by November 7, 2008, and
(3) provided assurance that the short
term administrative controls, taken as
corrective action in accordance with the
guidance contained in NRC
Administrative Letter 98–10, are
effective and will remain in place until
the LAR implementation.
For further details with respect to this
action, see the application for
amendment dated July 31, 2007, and the
licensee’s letters dated June 19 and July
24, 2008, which withdrew the
application for license amendment.
Documents may be examined, and/or
copied for a fee, at the NRC’s Public
Document Room (PDR), located at One
White Flint North, Public File Area O1
F21, 11555 Rockville Pike (first floor),
Rockville, Maryland. Publicly available
records will be accessible electronically
from the ADAMS Public Electronic
Reading Room on the internet at the
NRC Web site, https://www.nrc.gov/
reading-rm.html. Persons who do not
have access to ADAMS or who
encounter problems in accessing the
documents located in ADAMS should
contact the NRC PDR Reference staff by
telephone at 1–800–397–4209 or 301–
415–4737, or by e-mail to pdr@nrc.gov.
Dated at Rockville, Maryland, this 29 day
of July, 2008.
For the Nuclear Regulatory Commission.
Farideh E. Saba,
Senior Project Manager, Plant Licensing
Branch II–2, Division of Operating Reactor
Licensing, Office of Nuclear Reactor
Regulation.
[FR Doc. E8–19611 Filed 8–22–08; 8:45 am]
BILLING CODE 7590–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–58367; File No. SR–NYSE–
2008–75]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Section 303A.02(b) of the Listed
Company Manual with respect to Two
of Its Director Independence Tests
August 15, 2008.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b-4 thereunder,2
notice is hereby given that on August
12, 2008, the New York Stock Exchange
1 15
2 17
E:\FR\FM\25AUN1.SGM
U.S.C. 78s(b)(1).
CFR 240.19b–4.
25AUN1
50062
Federal Register / Vol. 73, No. 165 / Monday, August 25, 2008 / Notices
LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’ or ‘‘SEC’’)
the proposed rule change as described
in Items I, II, and III below, which Items
have been substantially prepared by
NYSE. The Commission is publishing
this notice to solicit comments on the
proposed rule change from interested
persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to make
amendments to two of the tests with
respect to the independence of directors
set forth in Section 303A.02(b) of the
Exchange’s Listed Company Manual
(the ‘‘Manual’’). The text of the
proposed rule change is available on the
Exchange’s Web site (https://
www.nyse.com), at the Exchange’s
Office of the Secretary and at the
Commission’s Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
NYSE included statements concerning
the purpose of and basis for the
proposed rule change and discussed any
comments it received on the proposed
rule change. The text of these statements
may be examined at the places specified
in Item IV below. NYSE has prepared
summaries, set forth in Sections A, B,
and C below, of the most significant
aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
ebenthall on PRODPC60 with NOTICES
1. Purpose
The Exchange proposes to make
amendments to two of the tests with
respect to the independence of directors
set forth in Section 303A.02(b) of the
Manual.
Direct Compensation Test
Section 303A.02(b)(ii) of the Manual
provides that a director may not be
deemed independent for purposes of
Section 303A if such director has
received, or has an immediate family
member who has received, during any
twelve-month period within the last
three years, more than $100,000 in
direct compensation from the listed
company, other than director and
committee fees and pension or other
forms of deferred compensation for
prior service (provided such
compensation is not contingent in any
way on continued service). NYSE
VerDate Aug<31>2005
15:18 Aug 22, 2008
Jkt 214001
proposes to increase the dollar
threshold in this test from $100,000 to
$120,000. This change reflects the SEC’s
August 2006 amendment to the dollar
threshold applicable to related party
transactions that must be disclosed
under Item 404 of Regulation S–K.3
Prior to the SEC’s amendment to Item
404, the applicable threshold for
disclosures was $60,000. The NYSE
believes that the monetary threshold in
its independence definition should be
consistent with the amount in
Regulation S-K Item 404. Using a
consistent standard would enhance the
NYSE’s ability to assess compliance
with the independent director
requirements because companies are
required to disclose compensation in
excess of $120,000, but are not
necessarily required to disclose
compensation between $100,000 and
$120,000.
notwithstanding the fact that the child
was a low-level employee in a different
region and had no involvement with the
listed company’s audit.
In addition, NYSE’s proposed change
will bring its standards more in line
with the auditor tests utilized by Nasdaq
and the American Stock Exchange.4
NYSE proposes to modify its current
test with respect to a director’s
immediate family member to cover only
an immediate family member who:
• Is a current partner of the
company’s internal or external auditor;
• Is a current employee of such a firm
and personally works on the listed
company’s audit; or
• Was within the last three years a
partner or employee of such a firm and
personally worked on the listed
company’s audit within that time.
Auditor Test
Additionally, NYSE is proposing to
amend the bright line test set out in
Section 303A.02(b)(iii) relating to a
listed company’s internal or external
auditor. The test currently precludes a
director from being deemed
independent if:
• The director or an immediate family
member is a current partner of a firm
that is the company’s internal or
external auditor;
• The director is a current employee
of such a firm;
• The director has an immediate
family member who is a current
employee of such a firm and who
participates in the firm’s audit,
assurance or tax compliance (but not tax
planning) practice; or
• The director or an immediate family
member was within the last three years
(but is no longer) a partner or employee
of such a firm and personally worked on
the listed company’s audit within that
time.
NYSE’s experience to date has
demonstrated that the current standard
with respect to immediate family
members has had the effect of
precluding a director from being
deemed independent in cases even
where an immediate family member had
no relationship to the listed company’s
audit. For example, NYSE’s current test
has required a listed company’s board to
conclude that a director may no longer
be deemed independent when the
director’s child took an entry-level job
in the audit practice of the listed
company’s external auditor upon
graduation from college,
2. Statutory Basis
3 See Securities Act Release No. 8732A (August
29, 2006).
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Fmt 4703
Sfmt 4703
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) 5 of the Act in general, and
furthers the objectives of Section 6(b)(5)
of the Act,6 in particular, in that it is
designed to promote just and equitable
principles of trade, to foster cooperation
and coordination with persons engaged
in regulating, clearing, settling,
processing information with respect to,
and facilitating transactions in
securities, to remove impediments to
and perfect the mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest. The
Exchange believes that the proposed
amendment to Section 303A.02(b)(iii)
will help to perfect the mechanism of a
free and open market in that it will
conform the Exchange’s approach to
that of Nasdaq and Amex.
The Exchange believes that this
amendment is consistent with the
protection of investors and the public
interest because the amended test will
continue to bar a finding of
independence where a director has any
material relationship with the listed
company. The proposed amendment to
Section 303A.02(b)(ii) furthers the
protection of investors and the public
interest in that it adopts the
Commission’s own materiality threshold
for related party transactions and will
therefore provide a standard that is
clear, straightforward, and easy for
issuers to understand and apply.
4 See NASDAQ Marketplace Rule 4200(a)(15)(F)
and Amex Company Guide Section 803(A)(2)(f).
5 15 U.S.C. 78f(b).
6 15 U.S.C. 78f(b)(5).
E:\FR\FM\25AUN1.SGM
25AUN1
Federal Register / Vol. 73, No. 165 / Monday, August 25, 2008 / Notices
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments were neither
solicited nor received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, if
consistent with the protection of
investors and the public interest, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 7 and Rule 19b–
4(f)(6) thereunder.8
At any time within 60 days of the
filing of the proposed rule change, the
Commission may summarily abrogate
such rule change if it appears to the
Commission that such action is
necessary or appropriate in the public
interest, for the protection of investors,
or otherwise in furtherance of the
purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NYSE–2008–75 on the
subject line.
7 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires that a self-regulatory
organization submit to the Commission written
notice of its intent to file the proposed rule change,
along with a brief description and text of the
proposed rule change, at least five business days
prior to the date of filing of the proposed rule
change, or such shorter time as designated by the
Commission. The Commission notes that the
Exchange has satisfied the five-day pre-filing notice
requirement.
ebenthall on PRODPC60 with NOTICES
8 17
VerDate Aug<31>2005
15:18 Aug 22, 2008
Jkt 214001
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street, NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NYSE–2008–75. This file
number should be included on the
subject line if e-mail is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for inspection and copying in
the Commission’s Public Reference
Room, 100 F Street, NE., Washington,
DC 20549, on official business days
between the hours of 10 a.m. and 3 p.m.
Copies of such filing also will be
available for inspection and copying at
the principal office of the Exchange. All
comments received will be posted
without change; the Commission does
not edit personal identifying
information from submissions. You
should submit only information that
you wish to make available publicly. All
submissions should refer to File
Number SR–NYSE–2008–75 and should
be submitted on or before September 15,
2008.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–19591 Filed 8–22–08; 8:45 am]
BILLING CODE 8010–01–P
SMALL BUSINESS ADMINISTRATION
Audit and Financial Management
Advisory (AFMAC)
U.S. Small Business
Administration.
ACTION: Notice of open Federal advisory
committee meeting.
AGENCY:
SUMMARY: The SBA is issuing this notice
to announce the location, date, time,
and agenda for the next meeting of the
9 17
PO 00000
Audit and Financial Management
Advisory (AFMAC). The meeting will be
open to the public.
The meeting will be held on
September 17, 2008 from 9 a.m. to
approximately 12 p.m. Eastern Daylight
Time.
DATES:
The meeting will be held at
the U.S. Small Business Administration,
409 3rd Street, SW., Office of the Chief
Financial Officer Conference Room, 6th
Floor, Washington, DC 20416.
ADDRESSES:
Pursuant
to section 10(a)(2) of the Federal
Advisory Committee Act (5 U.S.C.,
Appendix 2), SBA announces the
meeting of the AFMAC. The AFMAC is
tasked with providing recommendation
and advice regarding the Agency’s
financial management, including the
financial reporting process, systems of
internal controls, audit process and
process for monitoring compliance with
relevant laws and regulations.
The purpose of the meeting is to
discuss the SBA’s FY 2008 Financial
Statements, Credit Subsidy Modeling,
Audit Findings, FY 2008 Financial
Report, FY 2008 Agency Performance
Report, Lender Monitoring, FMFIA
Assurance and A–123 Internal Control
Program Results.
SUPPLEMENTARY INFORMATION:
The
meeting is open to the public, however
advance notice of attendance is
requested. Anyone wishing to attend
and/or make a presentation to the
AFMAC must contact Jennifer Main, by
fax or e-mail, in order to be placed on
the agenda. Jennifer Main, Chief
Financial Officer, 409 3rd Street, SW.,
6th Floor, Washington, DC 20416,
phone: (202) 205–6449, fax: (202) 205–
6969, e-mail: Jennifer.Main@sba.gov.
Additionally, if you need
accommodations because of a disability
or require additional information, please
contact Jeff Brown at (202) 205–6117, email: Jeffrey.Brown@sba.gov, SBA,
Office of Chief Financial Officer, 409
3rd Street, SW., Washington, DC 20416.
For more information, please visit our
Web site at https://www.sba.gov/
aboutsba/sbaprograms/cfo/.
FOR FURTHER INFORMATION CONTACT:
Dated: August 19, 2008.
Cherylyn Lebon,
SBA Committee Management Officer.
[FR Doc. E8–19588 Filed 8–22–08; 8:45 am]
BILLING CODE 8025–01–P
CFR 200.30–3(a)(12).
Frm 00082
Fmt 4703
Sfmt 4703
50063
E:\FR\FM\25AUN1.SGM
25AUN1
Agencies
[Federal Register Volume 73, Number 165 (Monday, August 25, 2008)]
[Notices]
[Pages 50061-50063]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-19591]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-58367; File No. SR-NYSE-2008-75]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Section 303A.02(b) of the Listed Company Manual with respect to
Two of Its Director Independence Tests
August 15, 2008.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on August 12, 2008, the New York Stock Exchange
[[Page 50062]]
LLC (``NYSE'' or ``Exchange'') filed with the Securities and Exchange
Commission (``Commission'' or ``SEC'') the proposed rule change as
described in Items I, II, and III below, which Items have been
substantially prepared by NYSE. The Commission is publishing this
notice to solicit comments on the proposed rule change from interested
persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to make amendments to two of the tests with
respect to the independence of directors set forth in Section
303A.02(b) of the Exchange's Listed Company Manual (the ``Manual'').
The text of the proposed rule change is available on the Exchange's Web
site (https://www.nyse.com), at the Exchange's Office of the Secretary
and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, NYSE included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. NYSE has prepared summaries, set forth in Sections A, B,
and C below, of the most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to make amendments to two of the tests with
respect to the independence of directors set forth in Section
303A.02(b) of the Manual.
Direct Compensation Test
Section 303A.02(b)(ii) of the Manual provides that a director may
not be deemed independent for purposes of Section 303A if such director
has received, or has an immediate family member who has received,
during any twelve-month period within the last three years, more than
$100,000 in direct compensation from the listed company, other than
director and committee fees and pension or other forms of deferred
compensation for prior service (provided such compensation is not
contingent in any way on continued service). NYSE proposes to increase
the dollar threshold in this test from $100,000 to $120,000. This
change reflects the SEC's August 2006 amendment to the dollar threshold
applicable to related party transactions that must be disclosed under
Item 404 of Regulation S-K.\3\ Prior to the SEC's amendment to Item
404, the applicable threshold for disclosures was $60,000. The NYSE
believes that the monetary threshold in its independence definition
should be consistent with the amount in Regulation S-K Item 404. Using
a consistent standard would enhance the NYSE's ability to assess
compliance with the independent director requirements because companies
are required to disclose compensation in excess of $120,000, but are
not necessarily required to disclose compensation between $100,000 and
$120,000.
---------------------------------------------------------------------------
\3\ See Securities Act Release No. 8732A (August 29, 2006).
---------------------------------------------------------------------------
Auditor Test
Additionally, NYSE is proposing to amend the bright line test set
out in Section 303A.02(b)(iii) relating to a listed company's internal
or external auditor. The test currently precludes a director from being
deemed independent if:
The director or an immediate family member is a current
partner of a firm that is the company's internal or external auditor;
The director is a current employee of such a firm;
The director has an immediate family member who is a
current employee of such a firm and who participates in the firm's
audit, assurance or tax compliance (but not tax planning) practice; or
The director or an immediate family member was within the
last three years (but is no longer) a partner or employee of such a
firm and personally worked on the listed company's audit within that
time.
NYSE's experience to date has demonstrated that the current
standard with respect to immediate family members has had the effect of
precluding a director from being deemed independent in cases even where
an immediate family member had no relationship to the listed company's
audit. For example, NYSE's current test has required a listed company's
board to conclude that a director may no longer be deemed independent
when the director's child took an entry-level job in the audit practice
of the listed company's external auditor upon graduation from college,
notwithstanding the fact that the child was a low-level employee in a
different region and had no involvement with the listed company's
audit.
In addition, NYSE's proposed change will bring its standards more
in line with the auditor tests utilized by Nasdaq and the American
Stock Exchange.\4\
---------------------------------------------------------------------------
\4\ See NASDAQ Marketplace Rule 4200(a)(15)(F) and Amex Company
Guide Section 803(A)(2)(f).
---------------------------------------------------------------------------
NYSE proposes to modify its current test with respect to a
director's immediate family member to cover only an immediate family
member who:
Is a current partner of the company's internal or external
auditor;
Is a current employee of such a firm and personally works
on the listed company's audit; or
Was within the last three years a partner or employee of
such a firm and personally worked on the listed company's audit within
that time.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) \5\ of the Act in general, and furthers the
objectives of Section 6(b)(5) of the Act,\6\ in particular, in that it
is designed to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest.
The Exchange believes that the proposed amendment to Section
303A.02(b)(iii) will help to perfect the mechanism of a free and open
market in that it will conform the Exchange's approach to that of
Nasdaq and Amex.
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Exchange believes that this amendment is consistent with the
protection of investors and the public interest because the amended
test will continue to bar a finding of independence where a director
has any material relationship with the listed company. The proposed
amendment to Section 303A.02(b)(ii) furthers the protection of
investors and the public interest in that it adopts the Commission's
own materiality threshold for related party transactions and will
therefore provide a standard that is clear, straightforward, and easy
for issuers to understand and apply.
[[Page 50063]]
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, if consistent with
the protection of investors and the public interest, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \7\ and Rule 19b-
4(f)(6) thereunder.\8\
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\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires that a self-regulatory organization submit to the
Commission written notice of its intent to file the proposed rule
change, along with a brief description and text of the proposed rule
change, at least five business days prior to the date of filing of
the proposed rule change, or such shorter time as designated by the
Commission. The Commission notes that the Exchange has satisfied the
five-day pre-filing notice requirement.
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At any time within 60 days of the filing of the proposed rule
change, the Commission may summarily abrogate such rule change if it
appears to the Commission that such action is necessary or appropriate
in the public interest, for the protection of investors, or otherwise
in furtherance of the purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NYSE-2008-75 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2008-75. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (https://www.sec.gov/rules/
sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for inspection and
copying in the Commission's Public Reference Room, 100 F Street, NE.,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of such filing also will be available for
inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NYSE-2008-75 and should be
submitted on or before September 15, 2008.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-19591 Filed 8-22-08; 8:45 am]
BILLING CODE 8010-01-P