Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend EDGA By-Laws, 58315-58317 [2011-24067]
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Federal Register / Vol. 76, No. 182 / Tuesday, September 20, 2011 / Notices
58315
By the Commission.
5. The Secretary shall arrange for
publication of this notice and order in
the Federal Register.
Shoshana M. Grove,
Secretary.
PROCEDURAL SCHEDULE
September 8, 2011 ................................................
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contact: The Office of the Secretary at
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[FR Doc. 2011–24029 Filed 9–19–11; 8:45 am]
BILLING CODE 7710–FW–P
Dated: September 16, 2011.
Elizabeth M. Murphy,
Secretary.
SECURITIES AND EXCHANGE
COMMISSION
[FR Doc. 2011–24212 Filed 9–16–11; 4:15 pm]
BILLING CODE 8011–01–P
Emcdonald on DSK5VPTVN1PROD with NOTICES
Sunshine Act Meeting
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Public Law 94–409, that
the Securities and Exchange
Commission will hold a Closed Meeting
on Wednesday, September 21, 2011 at 2
p.m.
Commissioners, Counsel to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the Closed Meeting. Certain
staff members who have an interest in
the matters also may be present.
The General Counsel of the
Commission, or his designee, has
certified that, in his opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c)(3), (5), (7), 9(B) and (10)
and 17 CFR 200.402(a)(3), (5), (7), 9(ii)
and (10), permit consideration of the
scheduled matters at the Closed
Meeting.
Commissioner Paredes, as duty
officer, voted to consider the items
listed for the Closed Meeting in a closed
session, and determined that no earlier
notice thereof was possible.
The subject matter of the Closed
Meeting scheduled for Wednesday,
September 21, 2011 will be:
Institution and settlement of injunctive
actions; and
Institution and settlement of
administrative proceedings.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
For further information and to
ascertain what, if any, matters have been
added, deleted or postponed, please
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–65328; File No. SR–EDGA–
2011–30]
Self-Regulatory Organizations; EDGA
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend EDGA ByLaws
September 13, 2011.
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
September 2, 2011, EDGA Exchange,
Inc. (the ‘‘Exchange’’ or ‘‘EDGA’’) 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 by the self-regulatory
organization. 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 amend the
EDGA By-Laws to: (i) Incorporate
enhanced Nominating Committee
responsibilities; (ii) amend the name of
the Nominating Committee to the
Nominating and Governance
1 15
2 17
PO 00000
U.S.C.78s(b)(1).
CFR 240.19b–4.
Frm 00079
Fmt 4703
Sfmt 4703
Committee; and (iii) revise By-Law
Article V, Section 5(b) to state that
nothing in the Audit Committee
description prohibits or conflicts with
the Exchange’s ability to retain a third
party to perform all or a portion of its
audit function. The text of the proposed
rule change is attached as Exhibit 5 and
is available on the Exchange’s Web site
at https://www.directedge.com, at the
Exchange’s principal office, and at the
Public Reference Room of the
Commission.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange 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. The
self-regulatory organization 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 purpose of this filing is to make
improvements to the Exchange’s
governance, and make certain clarifying
amendments to its By-Laws.
Specifically, the Exchange proposes to:
(i) Incorporate enhanced Nominating
Committee responsibilities; (ii) amend
the name of the Nominating Committee
to the Nominating and Governance
Committee; and (iii) revise By-Law
Article V, Section 5(b) to state that
nothing in the Audit Committee
description prohibits or conflicts with
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58316
Federal Register / Vol. 76, No. 182 / Tuesday, September 20, 2011 / Notices
the Exchange’s ability to retain a third
party to perform all or a portion of its
audit function.
First, EDGA proposes certain
amendments to its By-Laws to improve
its governance. Article VI, Section 2 of
the By-Laws currently provides, in
pertinent part, that the Nominating
Committee shall nominate candidates
for election to the Board and all other
vacant or new Director positions on the
Board. The Board met and approved the
assignment of additional responsibilities
for the Nominating Committee.
Specifically, the Committee shall
nominate chairpersons to serve on
committees of the Board; oversee the
implementation and effectiveness of the
By-Laws, committee charters and other
governance documents as needed;
review and make recommendations
regarding best practices in corporate
governance; and oversee an annual selfevaluation of the independent Directors
and each Board committee.
The Exchange believes that combining
nominating and governance functions in
a single committee will help ensure a
careful consideration of nominees
through a structured process. Although
distinct, nominating and governance are
related functions. The combined
functions will allow the Nominating
and Governance Committee to play a
critical role in overseeing matters of
corporate governance for the Board,
including formulating and
recommending governance principles.
The Exchange believes that
consolidating these functions in a single
committee will improve the input of the
committee in the overall committee
process by taking advantage of overlaps
in issues emanating from each function.
Combining governance
responsibilities will not impair the
committee’s functioning. The overlap in
responsibilities should improve
efficiency as well as coordination
within the Exchange, as the same group
of committee members will oversee the
entire nominating and governance
function. Through these new functions,
the Nominating and Governance
Committee will have a greater role in
overseeing Exchange governance. As a
result, the Committee will be better
positioned to provide future governance
advice, while gaining a better
understanding of the skills and
attributes necessary for a candidate for
Board membership or committee
chairpersonship. By enhancing the
quality of nominees to the Board, and
ensuring the integrity of the nomination
process, the Exchange believes that
these additional functions will
considerably improve its governance to
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17:45 Sep 19, 2011
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the benefit of the Exchange and its
stockholders.
The Exchange believes that combining
nominating and governance functions
within one committee is consistent with
prior precedent, in that the Chicago
Board Options Exchange, C2 Options
Exchange, Inc., NYSE Euronext, and the
NASDAQ OMX Group, Inc. currently
have a Nominating and Governance
Committee 3 performing functions
similar to those proposed in this filing.4
Second, EDGA By-Laws currently
provide for a Nominating Committee
which Committee is appointed pursuant
to the By-Laws. The Exchange is
proposing to name this Committee the
‘‘Nominating and Governance
Committee.’’ The Exchange proposes to
amend the By-Laws to change all
references to the ‘‘Nominating
Committee’’ to state ‘‘Nominating and
Governance Committee.’’
Third, the Exchange added the phrase
‘‘Nothing herein shall prohibit or be
deemed to be in conflict with the ability
of the Exchange to retain a third party
to perform all or a portion of its audit
function’’ to Article V, Section 5(b) of its
By-Laws. Under the current powers and
responsibilities listed in that section of
the By-Laws, the Audit Committee shall
direct and oversee all the activities of
the Company’s internal audit function,
including management’s responsiveness
to internal audit recommendations.
Specifically, the Board seeks to clarify
that references to the internal audit
function relate to internal controls, and
do not necessarily require internal
auditors to perform the internal audit
function. Accordingly, this amendment
does not change the Audit Committee’s
current responsibilities, but is intended
to clarify the Exchange’s current ability
to retain a third party auditor through
codification in the By-Laws. The
Exchange notes that it shall supervise
and retain primary responsibility for
any action undertaken by a third-party
auditor retained to perform all or a
3 See Article IV, Section 4.4 of the By-Laws of the
Chicago Board Options Exchange; Article IV,
Section 4.4 of the By-Laws of the C2 Options
Exchange, Inc.; Article IV, Section 4.4 of the ByLaws of NYSE Euronext; Article IV, Section 4.13(h)
of the By-Laws of the NASDAQ OMX Group, Inc.
4 See Nominating and Governance Committee
Charter, Chicago Board of Options Exchange
(adopted May 17, 2011); Nominating & Corporate
Governance Committee Charter, NASDAQ OMX
Group, Inc. (approved July 26, 2010); Nominating
and Governance Committee Charter, NYSE
Euronext (adopted Dec. 12, 2007). Although not
named the Nominating and Governance Committee,
the International Securities Exchange’s Corporate
Governance Committee also performs nominating
and governance functions similar to those proposed
by EDGA. See Charter of the Corporate Governance
Committee of International Securities Exchange,
LLC.
PO 00000
Frm 00080
Fmt 4703
Sfmt 4703
portion of the Exchange’s audit
function.
2. Statutory Basis
The statutory basis for the proposed
rule change is Section 6(b)(5) of the
Act,5 which requires the rules of an
exchange to promote just and equitable
principles of trade, 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.
Specifically, the proposed additions
will improve EDGA’s governance
structure by taking advantage of
overlaps in nominating and governance
functions. The additions promote
consistency and efficiency in
governance by consolidating these
functions in one committee. Through
the implementation of sound
governance policies and practices, the
Nominating Committee can better
enhance the quality of Board nominees
and ensure the integrity of the
nomination process. This furthers
EDGA’s ability to be organized in a
manner to have the capacity to carry out
the purposes of the Act consistent with
Section 6(b)(1) of the Act 6 and to carry
out the purposes of Section 6(b)(5) of
the Act.7
The changes will ensure that the
committee’s title accurately reflects the
Nominating Committee’s new
governance functions as adopted by the
Board. Codifying the Audit Committee’s
ability to retain third party auditors
reflects the Board’s determination that
outsourcing the internal audit function
to a third-party auditor can benefit the
Exchange by providing another
mechanism to detect and prevent
fraudulent and manipulative acts and
practices. Accordingly, the Exchange
believes that the amendments are
consistent with investor protection and
the public interest.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The proposed rule change does not
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
The Exchange has not solicited, and
does not intend to solicit, comments on
this proposed rule change. The
5 15
U.S.C. 78f(b)(5).
U.S.C. 78f(b)(1).
7 15 U.S.C. 78f(b)(5).
6 15
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Federal Register / Vol. 76, No. 182 / Tuesday, September 20, 2011 / Notices
58317
Exchange has not received any
unsolicited written comments from
members or other interested parties.
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
SECURITIES AND EXCHANGE
COMMISSION
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Electronic Comments
[Release No. 34–65329; File No. SR–EDGX–
2011–29]
• 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–EDGA–2011–30 on the
subject line.
Self-Regulatory Organizations; EDGX
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend EDGX ByLaws
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, it has
become effective pursuant to 19(b)(3)(A)
of the Act 8 and Rule 19b-4(f)(6) 9
thereunder.
A proposed rule change filed under
Rule 19b–4(f)(6) 10 normally does not
become operative prior to 30 days after
the date of the filing. However, pursuant
to Rule 19b-4(f)(6)(iii),11 the
Commission may designate a shorter
time if such action is consistent with the
protection of investors and the public
interest. The Exchange has asked the
Commission to waive the 30-day
operative delay so that the proposal may
become operative immediately upon
filing. Because the proposed rule change
is designed to codify and/or enhance
certain of the Exchange’s governance
provisions, the Commission believes
that waiving the 30-day operative delay
is consistent with the protection of
investors and the public interest, and
designates the proposed rule change to
be operative upon filing with the
Commission.12
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend 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
8 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires a self-regulatory organization to give
the Commission written notice of its intent to file
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. EDGA has satisfied this requirement.
10 17 CFR 240.19b–4(f)(6).
11 17 CFR 240.19b–4(f)(6)(iii).
12 For purposes only of waiving the operative
delay for this proposal, the Commission has
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
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September 13, 2011.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
• Send paper comments in triplicate
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
to Elizabeth M. Murphy, Secretary,
notice is hereby given that, on
Securities and Exchange Commission,
September 2, 2011, EDGX Exchange,
100 F Street, NE., Washington, DC
Inc. (the ‘‘Exchange’’ or ‘‘EDGX’’) filed
20549–1090.
with the Securities and Exchange
Commission (‘‘Commission’’) the
All submissions should refer to File
proposed rule change as described in
Number SR–EDGA–2011–30. This file
Items I and II below, which Items have
number should be included on the
subject line if e-mail is used. To help the been prepared by the self-regulatory
organization. The Commission is
Commission process and review your
publishing this notice to solicit
comments more efficiently, please use
only one method. The Commission will comments on the proposed rule change
post all comments on the Commission’s from interested persons.
Internet Web site (https://www.sec.gov/
I. Self-Regulatory Organization’s
rules/sro.shtml). Copies of the
Statement of the Terms of Substance of
submission, all subsequent
the Proposed Rule Change
amendments, all written statements
The Exchange proposes to amend the
with respect to the proposed rule
EDGX By-Laws to: (i) Incorporate
change that are filed with the
enhanced Nominating Committee
Commission, and all written
responsibilities; (ii) amend the name of
communications relating to the
the Nominating Committee to the
proposed rule change between the
Commission and any person, other than Nominating and Governance
Committee; and (iii) revise By-Law
those that may be withheld from the
Article V, Section 5(b) to state that
public in accordance with the
nothing in the Audit Committee
provisions of 5 U.S.C. 552, will be
description prohibits or conflicts with
available for website viewing and
the Exchange’s ability to retain a third
printing in the Commission’s Public
party to perform all or a portion of its
Reference Room, 100 F Street, NE.,
audit function. The text of the proposed
Washington, DC 20549, on official
rule change is attached as Exhibit 5 and
business days between the hours of 10
is available on the Exchange’s Web site
a.m. and 3 p.m. Copies of such filing
also will be available for inspection and at https://www.directedge.com, at the
Exchange’s principal office, and at the
copying at the principal office of the
Public Reference Room of the
Exchange. All comments received will
Commission.
be posted without change; the
Commission does not edit personal
II. Self-Regulatory Organization’s
identifying information from
Statement of the Purpose of, and
submissions. You should submit only
Statutory Basis for, the Proposed Rule
information that you wish to make
Change
available publicly. All submissions
In its filing with the Commission, the
should refer to File Number SR–EDGA–
Exchange included statements
2011–30 and should be submitted on or
concerning the purpose of, and basis for,
before October 11, 2011.
the proposed rule change and discussed
For the Commission, by the Division of
any comments it received on the
Trading and Markets, pursuant to delegated
proposed rule change. The text of these
13
authority.
statements may be examined at the
Elizabeth M. Murphy,
places specified in Item IV below. The
Secretary.
self-regulatory organization has
[FR Doc. 2011–24067 Filed 9–19–11; 8:45 am]
prepared summaries, set forth in
Paper Comments
BILLING CODE 8011–01–P
1 15
13 17
PO 00000
CFR 200.30–3(a)(12).
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2 17
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U.S.C. 78s(b)(1).
CFR 240.19b–4.
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]]>Agencies
[Federal Register Volume 76, Number 182 (Tuesday, September 20, 2011)]
[Notices]
[Pages 58315-58317]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-24067]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-65328; File No. SR-EDGA-2011-30]
Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend
EDGA By-Laws
September 13, 2011.
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 September 2, 2011, EDGA Exchange, Inc. (the ``Exchange'' or
``EDGA'') 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 by the self-regulatory
organization. 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 amend the EDGA By-Laws to: (i) Incorporate
enhanced Nominating Committee responsibilities; (ii) amend the name of
the Nominating Committee to the Nominating and Governance Committee;
and (iii) revise By-Law Article V, Section 5(b) to state that nothing
in the Audit Committee description prohibits or conflicts with the
Exchange's ability to retain a third party to perform all or a portion
of its audit function. The text of the proposed rule change is attached
as Exhibit 5 and is available on the Exchange's Web site at https://www.directedge.com, at the Exchange's principal office, and at the
Public Reference Room of the Commission.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange 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. The self-regulatory organization 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 purpose of this filing is to make improvements to the
Exchange's governance, and make certain clarifying amendments to its
By-Laws. Specifically, the Exchange proposes to: (i) Incorporate
enhanced Nominating Committee responsibilities; (ii) amend the name of
the Nominating Committee to the Nominating and Governance Committee;
and (iii) revise By-Law Article V, Section 5(b) to state that nothing
in the Audit Committee description prohibits or conflicts with
[[Page 58316]]
the Exchange's ability to retain a third party to perform all or a
portion of its audit function.
First, EDGA proposes certain amendments to its By-Laws to improve
its governance. Article VI, Section 2 of the By-Laws currently
provides, in pertinent part, that the Nominating Committee shall
nominate candidates for election to the Board and all other vacant or
new Director positions on the Board. The Board met and approved the
assignment of additional responsibilities for the Nominating Committee.
Specifically, the Committee shall nominate chairpersons to serve on
committees of the Board; oversee the implementation and effectiveness
of the By-Laws, committee charters and other governance documents as
needed; review and make recommendations regarding best practices in
corporate governance; and oversee an annual self-evaluation of the
independent Directors and each Board committee.
The Exchange believes that combining nominating and governance
functions in a single committee will help ensure a careful
consideration of nominees through a structured process. Although
distinct, nominating and governance are related functions. The combined
functions will allow the Nominating and Governance Committee to play a
critical role in overseeing matters of corporate governance for the
Board, including formulating and recommending governance principles.
The Exchange believes that consolidating these functions in a single
committee will improve the input of the committee in the overall
committee process by taking advantage of overlaps in issues emanating
from each function.
Combining governance responsibilities will not impair the
committee's functioning. The overlap in responsibilities should improve
efficiency as well as coordination within the Exchange, as the same
group of committee members will oversee the entire nominating and
governance function. Through these new functions, the Nominating and
Governance Committee will have a greater role in overseeing Exchange
governance. As a result, the Committee will be better positioned to
provide future governance advice, while gaining a better understanding
of the skills and attributes necessary for a candidate for Board
membership or committee chairpersonship. By enhancing the quality of
nominees to the Board, and ensuring the integrity of the nomination
process, the Exchange believes that these additional functions will
considerably improve its governance to the benefit of the Exchange and
its stockholders.
The Exchange believes that combining nominating and governance
functions within one committee is consistent with prior precedent, in
that the Chicago Board Options Exchange, C2 Options Exchange, Inc.,
NYSE Euronext, and the NASDAQ OMX Group, Inc. currently have a
Nominating and Governance Committee \3\ performing functions similar to
those proposed in this filing.\4\
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\3\ See Article IV, Section 4.4 of the By-Laws of the Chicago
Board Options Exchange; Article IV, Section 4.4 of the By-Laws of
the C2 Options Exchange, Inc.; Article IV, Section 4.4 of the By-
Laws of NYSE Euronext; Article IV, Section 4.13(h) of the By-Laws of
the NASDAQ OMX Group, Inc.
\4\ See Nominating and Governance Committee Charter, Chicago
Board of Options Exchange (adopted May 17, 2011); Nominating &
Corporate Governance Committee Charter, NASDAQ OMX Group, Inc.
(approved July 26, 2010); Nominating and Governance Committee
Charter, NYSE Euronext (adopted Dec. 12, 2007). Although not named
the Nominating and Governance Committee, the International
Securities Exchange's Corporate Governance Committee also performs
nominating and governance functions similar to those proposed by
EDGA. See Charter of the Corporate Governance Committee of
International Securities Exchange, LLC.
---------------------------------------------------------------------------
Second, EDGA By-Laws currently provide for a Nominating Committee
which Committee is appointed pursuant to the By-Laws. The Exchange is
proposing to name this Committee the ``Nominating and Governance
Committee.'' The Exchange proposes to amend the By-Laws to change all
references to the ``Nominating Committee'' to state ``Nominating and
Governance Committee.''
Third, the Exchange added the phrase ``Nothing herein shall
prohibit or be deemed to be in conflict with the ability of the
Exchange to retain a third party to perform all or a portion of its
audit function'' to Article V, Section 5(b) of its By-Laws. Under the
current powers and responsibilities listed in that section of the By-
Laws, the Audit Committee shall direct and oversee all the activities
of the Company's internal audit function, including management's
responsiveness to internal audit recommendations. Specifically, the
Board seeks to clarify that references to the internal audit function
relate to internal controls, and do not necessarily require internal
auditors to perform the internal audit function. Accordingly, this
amendment does not change the Audit Committee's current
responsibilities, but is intended to clarify the Exchange's current
ability to retain a third party auditor through codification in the By-
Laws. The Exchange notes that it shall supervise and retain primary
responsibility for any action undertaken by a third-party auditor
retained to perform all or a portion of the Exchange's audit function.
2. Statutory Basis
The statutory basis for the proposed rule change is Section 6(b)(5)
of the Act,\5\ which requires the rules of an exchange to promote just
and equitable principles of trade, 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.
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
Specifically, the proposed additions will improve EDGA's governance
structure by taking advantage of overlaps in nominating and governance
functions. The additions promote consistency and efficiency in
governance by consolidating these functions in one committee. Through
the implementation of sound governance policies and practices, the
Nominating Committee can better enhance the quality of Board nominees
and ensure the integrity of the nomination process. This furthers
EDGA's ability to be organized in a manner to have the capacity to
carry out the purposes of the Act consistent with Section 6(b)(1) of
the Act \6\ and to carry out the purposes of Section 6(b)(5) of the
Act.\7\
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\6\ 15 U.S.C. 78f(b)(1).
\7\ 15 U.S.C. 78f(b)(5).
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The changes will ensure that the committee's title accurately
reflects the Nominating Committee's new governance functions as adopted
by the Board. Codifying the Audit Committee's ability to retain third
party auditors reflects the Board's determination that outsourcing the
internal audit function to a third-party auditor can benefit the
Exchange by providing another mechanism to detect and prevent
fraudulent and manipulative acts and practices. Accordingly, the
Exchange believes that the amendments are consistent with investor
protection and the public interest.
B. Self-Regulatory Organization's Statement on Burden on Competition
The proposed rule change does not 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
The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The
[[Page 58317]]
Exchange has not received any unsolicited written comments from members
or other interested parties.
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, it has become
effective pursuant to 19(b)(3)(A) of the Act \8\ and Rule 19b-4(f)(6)
\9\ thereunder.
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file 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.
EDGA has satisfied this requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) \10\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\11\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposal
may become operative immediately upon filing. Because the proposed rule
change is designed to codify and/or enhance certain of the Exchange's
governance provisions, the Commission believes that waiving the 30-day
operative delay is consistent with the protection of investors and the
public interest, and designates the proposed rule change to be
operative upon filing with the Commission.\12\
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\10\ 17 CFR 240.19b-4(f)(6).
\11\ 17 CFR 240.19b-4(f)(6)(iii).
\12\ For purposes only of waiving the operative delay for this
proposal, the Commission has considered the proposed rule's impact
on efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend 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-EDGA-2011-30 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-EDGA-2011-30. 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 website viewing and
printing 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-EDGA-2011-30 and should be
submitted on or before October 11, 2011.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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\13\ 17 CFR 200.30-3(a)(12).
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Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-24067 Filed 9-19-11; 8:45 am]
BILLING CODE 8011-01-P
