Self-Regulatory Organizations; Boston Stock Exchange Clearing Corporation; Order Approving Proposed Rule Change With Respect to an Amendment to the By-Laws of The NASDAQ OMX Group, Inc., 77048 [2011-31601]

Download as PDF 77048 Federal Register / Vol. 76, No. 237 / Friday, December 9, 2011 / Notices 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 No. SR–Phlx-2011– 160 and should be submitted on or before December 30, 2011. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.14 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2011–31603 Filed 12–8–11; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–65885; File No. SR– BSECC–2011–03] Self-Regulatory Organizations; Boston Stock Exchange Clearing Corporation; Order Approving Proposed Rule Change With Respect to an Amendment to the By-Laws of The NASDAQ OMX Group, Inc. December 5, 2011. I. Introduction srobinson on DSK4SPTVN1PROD with NOTICES On October 11, 2011, Boston Stock Exchange Clearing Corporation (‘‘BSECC’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change SR–BSECC– 2011–03 pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 2 thereunder. The proposed rule change was published for comment in the Federal Register on October 28, 2011.3 The Commission received no comment letters regarding the proposal. For the reasons discussed below, the Commission is granting approval of the proposed rule change. 14 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 Securities Exchange Act Release No. 34–65613 (October 24, 2011), 76 FR 67007 (October 28, 2011). In its filing with the Commission, BSECC included statements concerning the purpose of and basis for the proposed rule change. The text of these statements is incorporated into the discussion of the proposed rule change in Section II below. VerDate Mar<15>2010 18:35 Dec 08, 2011 Jkt 226001 II. Description The rule change will permit an amendment to the by-laws of BSECC’s parent corporation, The NASDAQ OMX Group, Inc. (‘‘NASDAQ OMX’’). NASDAQ OMX is seeking to amend provisions of its by-laws pertaining to the composition of committees of the NASDAQ OMX Board of Directors. First, NASDAQ OMX is amending the compositional requirements of its Audit Committee in Section 4.13(g) to provide that the committee shall include three or more directors. Currently, the provision provides that the Audit Committee shall be composed of either four or five directors. Second, NASDAQ OMX is proposing to amend the compositional requirements of the Nominating & Governance Committee in Section 4.13(h) to replace a requirement that the committee comprise four or five members with a requirement to include two or more members. Third, NASDAQ OMX proposes to delete a paragraph of the by-laws (Section 4.13(k)) that pertains to the qualifications of committee members who are not directors. Finally, NASDAQ OMX is correcting a typographical error in the numbering of the provisions of Section 4.13(h) of the by-laws. III. Discussion Section 19(b)(2)(B) of the Act directs the Commission to approve a proposed rule change of a self-regulatory organization if it finds that such proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to such organization.4 In particular, Section 17A(b)(3)(A) 5 of the Act requires, among other things, that the clearing agency be so organized and have the capacity to facilitate the prompt and accurate clearance and settlement of securities transactions, to safeguard the securities and funds which are in the custody or control of such clearing agency or for which it is responsible, and to comply with the provisions of the Act and the rules and regulations thereunder. The proposed change would allow the NASDAQ OMX Board of Directors (‘‘Board’’) to determine the size of its Audit Committee, so long as the Audit Committee includes at least three directors, as well as the size of its Nominating & Governance Committee, so long as the Nominating & Governance Committee includes at least two directors. The proposal is intended to provide greater flexibility to the NASDAQ OMX Board to determine the 4 15 5 15 PO 00000 U.S.C. 78s(b)(2)(B). U.S.C. 78q–1(b)(3)(A). Frm 00115 Fmt 4703 Sfmt 4703 appropriate size for these committees. The proposal does not change any other compositional requirements of either the Audit Committee or the Nominating & Governance Committee, including independence requirements. Moreover, the Commission notes that the proposal does not alter the application of Section 10A of the Exchange Act 6 and Rule 10A–3 thereunder 7 to the NASDAQ OMX Audit Committee. The proposal also deletes an obsolete section from, and corrects a typographical error in, the NASDAQ OMX by-laws, which are clarifying revisions. For the foregoing reasons, the Commission believes that the proposed rule change is consistent with the Act. The proposal also deletes an obsolete section from, and corrects a typographical error in, the NASDAQ OMX by-laws, which are clarifying revisions. IV. Conclusion On the basis of the foregoing, the Commission finds that the proposal 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. It is therefore ordered, pursuant to Section 19(b)(2) 8 of the Act, that the proposed rule change (File No. SR– BSECC–2011–03) be, and hereby is, approved.9 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.10 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2011–31601 Filed 12–8–11; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–65883; File No. SR–Phlx– 2011–154] Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by NASDAQ OMX PHLX LLC Relating to Routing Fees for PSX December 5, 2011. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 6 15 U.S.C. 78j–1. CFR 240.10A–3. 8 15 U.S.C. 78s(b)(2). 9 In approving the proposed rule change, the Commission considered the proposal’s impact on efficiency, competition and capital formation. 15 U.S.C. 78c(f). 10 17 CFR 200.30–3(a)(12). 7 17 E:\FR\FM\09DEN1.SGM 09DEN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 76, Number 237 (Friday, December 9, 2011)]
[Notices]
[Page 77048]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-31601]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65885; File No. SR-BSECC-2011-03]


Self-Regulatory Organizations; Boston Stock Exchange Clearing 
Corporation; Order Approving Proposed Rule Change With Respect to an 
Amendment to the By-Laws of The NASDAQ OMX Group, Inc.

December 5, 2011.

I. Introduction

    On October 11, 2011, Boston Stock Exchange Clearing Corporation 
(``BSECC'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change SR-BSECC-2011-03 pursuant to 
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''),\1\ 
and Rule 19b-4 \2\ thereunder. The proposed rule change was published 
for comment in the Federal Register on October 28, 2011.\3\ The 
Commission received no comment letters regarding the proposal. For the 
reasons discussed below, the Commission is granting approval of the 
proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release No. 34-65613 (October 24, 
2011), 76 FR 67007 (October 28, 2011). In its filing with the 
Commission, BSECC included statements concerning the purpose of and 
basis for the proposed rule change. The text of these statements is 
incorporated into the discussion of the proposed rule change in 
Section II below.
---------------------------------------------------------------------------

II. Description

    The rule change will permit an amendment to the by-laws of BSECC's 
parent corporation, The NASDAQ OMX Group, Inc. (``NASDAQ OMX''). NASDAQ 
OMX is seeking to amend provisions of its by-laws pertaining to the 
composition of committees of the NASDAQ OMX Board of Directors. First, 
NASDAQ OMX is amending the compositional requirements of its Audit 
Committee in Section 4.13(g) to provide that the committee shall 
include three or more directors. Currently, the provision provides that 
the Audit Committee shall be composed of either four or five directors. 
Second, NASDAQ OMX is proposing to amend the compositional requirements 
of the Nominating & Governance Committee in Section 4.13(h) to replace 
a requirement that the committee comprise four or five members with a 
requirement to include two or more members. Third, NASDAQ OMX proposes 
to delete a paragraph of the by-laws (Section 4.13(k)) that pertains to 
the qualifications of committee members who are not directors. Finally, 
NASDAQ OMX is correcting a typographical error in the numbering of the 
provisions of Section 4.13(h) of the by-laws.

III. Discussion

    Section 19(b)(2)(B) of the Act directs the Commission to approve a 
proposed rule change of a self-regulatory organization if it finds that 
such proposed rule change is consistent with the requirements of the 
Act and the rules and regulations thereunder applicable to such 
organization.\4\ In particular, Section 17A(b)(3)(A) \5\ of the Act 
requires, among other things, that the clearing agency be so organized 
and have the capacity to facilitate the prompt and accurate clearance 
and settlement of securities transactions, to safeguard the securities 
and funds which are in the custody or control of such clearing agency 
or for which it is responsible, and to comply with the provisions of 
the Act and the rules and regulations thereunder.
---------------------------------------------------------------------------

    \4\ 15 U.S.C. 78s(b)(2)(B).
    \5\ 15 U.S.C. 78q-1(b)(3)(A).
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    The proposed change would allow the NASDAQ OMX Board of Directors 
(``Board'') to determine the size of its Audit Committee, so long as 
the Audit Committee includes at least three directors, as well as the 
size of its Nominating & Governance Committee, so long as the 
Nominating & Governance Committee includes at least two directors. The 
proposal is intended to provide greater flexibility to the NASDAQ OMX 
Board to determine the appropriate size for these committees. The 
proposal does not change any other compositional requirements of either 
the Audit Committee or the Nominating & Governance Committee, including 
independence requirements. Moreover, the Commission notes that the 
proposal does not alter the application of Section 10A of the Exchange 
Act \6\ and Rule 10A-3 thereunder \7\ to the NASDAQ OMX Audit 
Committee.
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    \6\ 15 U.S.C. 78j-1.
    \7\ 17 CFR 240.10A-3.
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    The proposal also deletes an obsolete section from, and corrects a 
typographical error in, the NASDAQ OMX by-laws, which are clarifying 
revisions. For the foregoing reasons, the Commission believes that the 
proposed rule change is consistent with the Act. The proposal also 
deletes an obsolete section from, and corrects a typographical error 
in, the NASDAQ OMX by-laws, which are clarifying revisions.

IV. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposal 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.
    It is therefore ordered, pursuant to Section 19(b)(2) \8\ of the 
Act, that the proposed rule change (File No. SR-BSECC-2011-03) be, and 
hereby is, approved.\9\
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    \8\ 15 U.S.C. 78s(b)(2).
    \9\ In approving the proposed rule change, the Commission 
considered the proposal's impact on efficiency, competition and 
capital formation. 15 U.S.C. 78c(f).
    \10\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-31601 Filed 12-8-11; 8:45 am]
BILLING CODE 8011-01-P

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