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]

Download as PDF 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 ................................................ September 23, 2011 .............................................. September 23, 2011 .............................................. October 11, 2011 ................................................... October 13, 2011 ................................................... Filing of Appeal. Deadline for the Postal Service to file the applicable administrative record in this appeal. Deadline for the Postal Service to file any responsive pleading. Deadline for notices to intervene (see 39 CFR 3001.111(b)). Deadline for Petitioners’ Form 61 or initial brief in support of petition (see 39 CFR 3001.115(a) and (b)). Deadline for answering brief in support of the Postal Service (see 39 CFR 3001.115(c)). Deadline for reply briefs in response to answering briefs (see 39 CFR 3001.115(d)). Deadline for motions by any party requesting oral argument; the Commission will schedule oral argument only when it is a necessary addition to the written filings (see 39 CFR 3001.116). Expiration of the Commission’s 120-day decisional schedule (see 39 U.S.C. 404(d)(5)). November 2, 2011 ................................................. November 17, 2011 ............................................... November 25, 2011 ............................................... December 27, 2011 ............................................... contact: The Office of the Secretary at (202) 551–5400. [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 VerDate Mar<15>2010 17:45 Sep 19, 2011 Jkt 223001 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 http://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 E:\FR\FM\20SEN1.SGM 20SEN1 Emcdonald on DSK5VPTVN1PROD with NOTICES 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 VerDate Mar<15>2010 17:45 Sep 19, 2011 Jkt 223001 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 E:\FR\FM\20SEN1.SGM 20SEN1 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 (http://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). Emcdonald on DSK5VPTVN1PROD with NOTICES 9 17 VerDate Mar<15>2010 17:45 Sep 19, 2011 Jkt 223001 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 (http://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 http://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). Frm 00081 Fmt 4703 Sfmt 4703 2 17 E:\FR\FM\20SEN1.SGM U.S.C. 78s(b)(1). CFR 240.19b–4. 20SEN1

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 http://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\
---------------------------------------------------------------------------

    \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\
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f(b)(1).
    \7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

    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 (http://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 (http://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