Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and Order Granting Accelerated Approval of a Proposed Rule Change Regarding the Depository Trust Company's Board of Directors Election Process, 68877-68878 [E9-30783]

Download as PDF Federal Register / Vol. 74, No. 248 / Tuesday, December 29, 2009 / Notices Accordingly, with respect to the PCAOB’s 2011 budget cycle, the PCAOB will: (1) Continue to include in its quarterly reports to the Commission information about the PCAOB’s inspections program. Such information will include (a) statistics relative to the numbers and types of firms budgeted and expected to be inspected in 2010, including by location and by year the inspections are required to be conducted in accordance with the Act and PCAOB rules, (b) information about the timing of the issuance of inspections reports for domestic and non-U.S. inspections, and (c) updates on the PCAOB’s efforts to establish cooperative arrangements with respective non-U.S. authorities for inspections required in those countries. (2) Continue to include detailed information about the state of the PCAOB’s information technology in its quarterly reports to the Commission, including planned, estimated, and actual costs for information technology projects, including the annual and special reporting system and the inspections information system. (3) Consult with the Commission about the PCAOB’s plans for implementing any changes in response to legislative actions. The Commission has determined that the PCAOB’s 2010 budget and annual accounting support fee are consistent with Section 109 of the Act. Accordingly, It is ordered, pursuant to Section 109 of the Act, that the PCAOB budget and annual accounting support fee for calendar year 2010 are approved. By the Commission. Elizabeth M. Murphy, Secretary. [FR Doc. E9–30726 Filed 12–28–09; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [500–1] In the Matter of: GH3 International, Inc.; Order of Suspension of Trading pwalker on DSK8KYBLC1PROD with NOTICES December 24, 2009. It appears to the Securities and Exchange Commission that the public interest and the protection of investors require a suspension of trading in the securities of GH3 International, Inc. Questions have arisen concerning the adequacy of publicly available information concerning the entity’s corporate and operational status and its financial condition. GH3 International, VerDate Nov<24>2008 19:02 Dec 28, 2009 Jkt 220001 Inc. is quoted on the Pink Sheets under the ticker symbol GHTI. The Commission is of the opinion that the public interest and the protection of the investors require a suspension of trading in securities of the above-listed entity. Therefore, it is ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading in the securities of the above-listed entity is suspended for the period from 9:30 a.m. EST, December 24, 2009, through 11:59 p.m. EST, on January 8, 2010. By the Commission. Elizabeth M. Murphy, Secretary. [FR Doc. E9–30943 Filed 12–24–09; 11:15 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Release No. 34–61216; File No. SR–DTC– 2009–16] Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and Order Granting Accelerated Approval of a Proposed Rule Change Regarding the Depository Trust Company’s Board of Directors Election Process December 22, 2009. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 notice is hereby given that on December 16, 2009, The Depository Trust Company (‘‘DTC’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which items have been prepared primarily by DTC. The Commission is publishing this notice and order 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 DTC’s parent company, The Depository Trust & Clearing Corporation (‘‘DTCC’’) intends in the future to consider nominating for election, to its Board of Directors candidates that are not participants of its clearing agency subsidiaries (‘‘non-participant candidates’’).2 Because certain of DTCC’s organizational documents mandate that the directors of DTCC 1 15 U.S.C. 78s(b)(1). clearing corporation subsidiary participants include The Depository Trust Company, National Securities Clearing Corporation, and Fixed Income Clearing Corporation. 2 DTCC’s PO 00000 Frm 00102 Fmt 4703 Sfmt 4703 68877 shall be the same as the directors of DTC, in the future DTC’s Board of Directors (‘‘DTC Board’’) may include directors who are not employees of its participants (‘‘non-participant directors’’). II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, DTC 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. DTC has prepared summaries, set forth in sections (A), (B), and (C) below, of the most significant aspects of such statements.3 (A) Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change DTCC has in the past nominated for election to its Board of Directors employees of its clearing corporation subsidiaries’ participants. In the future, DTCC intends to consider nominating for election to its Board of Directors people who are not employees of its clearing corporation subsidiaries’ (‘‘nonparticipant candidates’’). Because certain of DTCC’s organizational documents mandate that the directors of DTCC shall be the same as the directors of DTC, in the future DTC’s Board may include directors who are not employees of its clearing corporation subsidiaries’ (‘‘non-participant directors’’). DTC believes that nonparticipant directors may bring additional skills and expertise and introduce different perspectives to the Board. This change will conform DTC’s Board of Directors election process to those of DTCC’s other clearing corporation subsidiaries—National Securities Clearing Corporation and Fixed Income Clearing Corporation. DTC believes that the proposed rule change is consistent with the requirements of Section 17A of the Act and the rules and regulations thereunder applicable to DTC because DTC’s rules will continue to provide for a fair representation of its participants in the selection of its directors and in the administration of its affairs. 3 The Commission has modified parts of these statements. E:\FR\FM\29DEN1.SGM 29DEN1 68878 Federal Register / Vol. 74, No. 248 / Tuesday, December 29, 2009 / Notices 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: (B) Self-Regulatory Organization’s Statement on Burden on Competition DTC does not believe that the proposed rule change would have any impact on or impose any burden on competition. (C) Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments relating to the proposed rule change have not yet been solicited or received. DTC will notify the Commission of any written comments received by DTC. pwalker on DSK8KYBLC1PROD with NOTICES III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Section 17A(b)(3)(C) of the Act requires that the rules of a clearing agency assure a fair representation of its shareholders (or members) and participants in the selection of its directors and administration of its affairs. The Commission has previously found that DTC’s participants are fairly represented in the selection of its Board and in the administration of its affairs.4 This rule change should not have any adverse effect on DTC’s participants’ representation in the selection of NSCC’s Board or in the administration of NSCC’s affairs. The Commission also recognizes that it may benefit DTC to have non-participants directors on the Board because such directors may provide skills or perspectives not possessed by participant directors. Therefore, the Commission finds that DTC’s proposed rule change to have non-participant directors serve on its Board should provide benefits while continuing to provide for the fair representation of DTC’s participants in the selection of its directors and administration of its affairs. DTC has requested that the Commission approve this rule change prior to the thirtieth day after the date of publication of notice of the filing. The Commission finds good cause for approving the proposed rule change prior to the thirtieth day after publication of notice because by so approving DTC will be able to implement the rule change in time to include non-participant directors on its Board for the 2010 Board term. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and 4 See, e.g., Securities Exchange Act Release No. 52922 (December 7, 2005), 70 FR 74070 (December 14, 2005) (File Nos. SR–DTC–2005–16, SR FICC– 2005–19, and SR–NSCC–2005–14). VerDate Nov<24>2008 19:02 Dec 28, 2009 Jkt 220001 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–DTC–2009–16 on the subject line. Paper Comments • Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–DTC–2009–16. 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 Section, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 am and 3 pm. Copies of such filing also will be available for inspection and copying at the principal office of DTC and on DTC’s Web site at https://www.dtcc.com/ legal/rule_filings/dtc/2009-16.pdf. 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–DTC–2009–16 and should be submitted on or before January 19, 2010. V. Conclusion On the basis of the foregoing, the Commission finds that the proposed rule change is consistent with the requirements of the Act and in particular with the requirements of PO 00000 Frm 00103 Fmt 4703 Sfmt 4703 Section 17A of the Act and the rules and regulations thereunder applicable.5 It is therefore ordered, pursuant to Section 19(b)(2) of the Act, that the proposed rule change (File No. SR– DTC–2009–16) be, and hereby is, approved on an accelerated basis. For the Commission by the Division of Trading and Markets, pursuant to delegated authority.6 Florence E. Harmon, Deputy Secretary. [FR Doc. E9–30783 Filed 12–28–09; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–61205; File No. SR– NASDAQ–2009–105] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend IM– 1002–1 To Reflect Changes to a Corresponding FINRA Rule December 18, 2009. 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 December 3, 2009, the NASDAQ Stock Market LLC (the ‘‘Exchange’’ or ‘‘NASDAQ’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Exchange has designated the proposed rule change as constituting a non-controversial rule change under Rule 19b–4(f)(6) under the Act,3 which renders the proposal effective upon filing with the Commission. 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 the [sic] Substance of the Proposed Rule Change The Exchange is filing this proposed rule change to amend NASDAQ IM– 1002–1 to reflect recent changes to a corresponding rule of the Financial Industry Regulatory Authority (‘‘FINRA’’). The Exchange will implement the proposed rule change thirty days after the date of the filing. 5 In approving the proposed rule changes, the Commission considered the proposals’ impact on efficiency, competition and capital formation. 15 U.S.C. 78c(f). 6 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 17 CFR 240.19b–4(f)(6). E:\FR\FM\29DEN1.SGM 29DEN1

Agencies

[Federal Register Volume 74, Number 248 (Tuesday, December 29, 2009)]
[Notices]
[Pages 68877-68878]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-30783]


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SECURITIES AND EXCHANGE COMMISSION

Release No. 34-61216; File No. SR-DTC-2009-16]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Filing and Order Granting Accelerated Approval of a Proposed 
Rule Change Regarding the Depository Trust Company's Board of Directors 
Election Process

December 22, 2009.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on December 16, 2009, The 
Depository Trust Company (``DTC'') filed with the Securities and 
Exchange Commission (``Commission'') the proposed rule change as 
described in Items I and II below, which items have been prepared 
primarily by DTC. The Commission is publishing this notice and order to 
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    DTC's parent company, The Depository Trust & Clearing Corporation 
(``DTCC'') intends in the future to consider nominating for election, 
to its Board of Directors candidates that are not participants of its 
clearing agency subsidiaries (``non-participant candidates'').\2\ 
Because certain of DTCC's organizational documents mandate that the 
directors of DTCC shall be the same as the directors of DTC, in the 
future DTC's Board of Directors (``DTC Board'') may include directors 
who are not employees of its participants (``non-participant 
directors'').
---------------------------------------------------------------------------

    \2\ DTCC's clearing corporation subsidiary participants include 
The Depository Trust Company, National Securities Clearing 
Corporation, and Fixed Income Clearing Corporation.
---------------------------------------------------------------------------

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, DTC 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. DTC has prepared summaries, set forth in sections (A), 
(B), and (C) below, of the most significant aspects of such 
statements.\3\
---------------------------------------------------------------------------

    \3\ The Commission has modified parts of these statements.
---------------------------------------------------------------------------

(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    DTCC has in the past nominated for election to its Board of 
Directors employees of its clearing corporation subsidiaries' 
participants. In the future, DTCC intends to consider nominating for 
election to its Board of Directors people who are not employees of its 
clearing corporation subsidiaries' (``non-participant candidates''). 
Because certain of DTCC's organizational documents mandate that the 
directors of DTCC shall be the same as the directors of DTC, in the 
future DTC's Board may include directors who are not employees of its 
clearing corporation subsidiaries' (``non-participant directors''). DTC 
believes that non-participant directors may bring additional skills and 
expertise and introduce different perspectives to the Board. This 
change will conform DTC's Board of Directors election process to those 
of DTCC's other clearing corporation subsidiaries--National Securities 
Clearing Corporation and Fixed Income Clearing Corporation.
    DTC believes that the proposed rule change is consistent with the 
requirements of Section 17A of the Act and the rules and regulations 
thereunder applicable to DTC because DTC's rules will continue to 
provide for a fair representation of its participants in the selection 
of its directors and in the administration of its affairs.

[[Page 68878]]

(B) Self-Regulatory Organization's Statement on Burden on Competition

    DTC does not believe that the proposed rule change would have any 
impact on or impose any burden on competition.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants, or Others

    Written comments relating to the proposed rule change have not yet 
been solicited or received. DTC will notify the Commission of any 
written comments received by DTC.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Section 17A(b)(3)(C) of the Act requires that the rules of a 
clearing agency assure a fair representation of its shareholders (or 
members) and participants in the selection of its directors and 
administration of its affairs. The Commission has previously found that 
DTC's participants are fairly represented in the selection of its Board 
and in the administration of its affairs.\4\ This rule change should 
not have any adverse effect on DTC's participants' representation in 
the selection of NSCC's Board or in the administration of NSCC's 
affairs. The Commission also recognizes that it may benefit DTC to have 
non-participants directors on the Board because such directors may 
provide skills or perspectives not possessed by participant directors. 
Therefore, the Commission finds that DTC's proposed rule change to have 
non-participant directors serve on its Board should provide benefits 
while continuing to provide for the fair representation of DTC's 
participants in the selection of its directors and administration of 
its affairs.
---------------------------------------------------------------------------

    \4\ See, e.g., Securities Exchange Act Release No. 52922 
(December 7, 2005), 70 FR 74070 (December 14, 2005) (File Nos. SR-
DTC-2005-16, SR FICC-2005-19, and SR-NSCC-2005-14).
---------------------------------------------------------------------------

    DTC has requested that the Commission approve this rule change 
prior to the thirtieth day after the date of publication of notice of 
the filing. The Commission finds good cause for approving the proposed 
rule change prior to the thirtieth day after publication of notice 
because by so approving DTC will be able to implement the rule change 
in time to include non-participant directors on its Board for the 2010 
Board term.

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-DTC-2009-16 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-DTC-2009-16. 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 Section, 100 F Street, 
NE., Washington, DC 20549, on official business days between the hours 
of 10 am and 3 pm. Copies of such filing also will be available for 
inspection and copying at the principal office of DTC and on DTC's Web 
site at https://www.dtcc.com/legal/rule_filings/dtc/2009-16.pdf. 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-DTC-2009-16 and should be 
submitted on or before January 19, 2010.

V. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposed rule change is consistent with the requirements of the Act and 
in particular with the requirements of Section 17A of the Act and the 
rules and regulations thereunder applicable.\5\
---------------------------------------------------------------------------

    \5\ In approving the proposed rule changes, the Commission 
considered the proposals' impact on efficiency, competition and 
capital formation. 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    It is therefore ordered, pursuant to Section 19(b)(2) of the Act, 
that the proposed rule change (File No. SR-DTC-2009-16) be, and hereby 
is, approved on an accelerated basis.

    For the Commission by the Division of Trading and Markets, 
pursuant to delegated authority.\6\
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    \6\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-30783 Filed 12-28-09; 8:45 am]
BILLING CODE 8011-01-P
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