Self-Regulatory Organizations; Boston Stock Exchange Clearing Corporation; Notice of Filing of Proposed Rule Change With Respect to the Amendment of the By-Laws of Its Parent Corporation, The NASDAQ OMX Group, Inc. (“NASDAQ OMX”), 44301-44302 [2012-18328]
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Federal Register / Vol. 77, No. 145 / Friday, July 27, 2012 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–67487; File No. SR–
BSECC–2012–001]
Self-Regulatory Organizations; Boston
Stock Exchange Clearing Corporation;
Notice of Filing of Proposed Rule
Change With Respect to the
Amendment of the By-Laws of Its
Parent Corporation, The NASDAQ OMX
Group, Inc. (‘‘NASDAQ OMX’’)
July 23, 2012.
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 July 11,
2012, Boston Stock Exchange Clearing
Corporation (‘‘BSECC’’ or the
‘‘Corporation’’) 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
primarily by the Corporation. 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 Substance
of the Proposed Rule Change
The Corporation proposes a rule
change with respect to the amendment
of the by-laws of its parent corporation,
The NASDAQ OMX Group, Inc.
(‘‘NASDAQ OMX’’).
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
Corporation 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
Corporation has prepared summaries,
set forth in Sections A, B, and C below,
of the most significant aspects of such
statements.3
erowe on DSK2VPTVN1PROD with NOTICES
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
NASDAQ OMX is proposing
amendments to provisions of its by-laws
pertaining to the composition of the
Management Compensation Committee
1 15
U.S.C. 78s(b)(1).
CFR 240.19b-4.
3 The Commission has modified the text of the
summaries prepared by BSECC.
2 17
VerDate Mar<15>2010
15:32 Jul 26, 2012
Jkt 226001
of the NASDAQ OMX Board of
Directors. Specifically, NASDAQ OMX
is amending the compositional
requirements of its Management
Compensation Committee in Section
4.13 to replace a requirement that the
committee be composed of a majority of
Non-Industry Directors 4 with a
requirement that the number of NonIndustry Directors on the committee
equal or exceed the number of Industry
Directors. Thus, in the case of a
committee composed of four Directors,
the current by-law provides that only
one Director may be an Industry
Director, while the amended by-law
would allow up to two Directors to be
Industry Directors. The proposed
compositional requirement for the
committee with regard to the balance
between Industry Directors and NonIndustry Directors would be the same as
that already provided for in the by-laws
with respect to the Executive Committee
and the Nominating and Governance
4 An ‘‘Industry Director’’ means a Director
(excluding any two officers of NASDAQ OMX,
selected at the sole discretion of the Board, amongst
those officers who may be serving as Directors (the
‘‘Staff Directors’’)) who (1) Is or has served in the
prior three years as an officer, director, or employee
of a broker or dealer, excluding an outside director
or a director not engaged in the day-to-day
management of a broker or dealer; (2) is an officer,
director (excluding an outside director), or
employee of an entity that owns more than ten
percent of the equity of a broker or dealer, and the
broker or dealer accounts for more than five percent
of the gross revenues received by the consolidated
entity; (3) owns more than five percent of the equity
securities of any broker or dealer, whose
investments in brokers or dealers exceed ten
percent of his or her net worth, or whose ownership
interest otherwise permits him or her to be engaged
in the day-to-day management of a broker or dealer;
(4) provides professional services to brokers or
dealers, and such services constitute 20 percent or
more of the professional revenues received by the
Director or 20 percent or more of the gross revenues
received by the Director’s firm or partnership; (5)
provides professional services to a director, officer,
or employee of a broker, dealer, or corporation that
owns 50 percent or more of the voting stock of a
broker or dealer, and such services relate to the
director’s, officer’s, or employee’s professional
capacity and constitute 20 percent or more of the
professional revenues received by the Director or 20
percent or more of the gross revenues received by
the Director’s firm or partnership; or (6) has a
consulting or employment relationship with or
provides professional services to NASDAQ OMX or
any affiliate thereof or to the Financial Industry
Regulatory Authority (‘‘FINRA’’) or has had any
such relationship or provided any such services at
any time within the prior three years.
A ‘‘Non-Industry Director’’ means a Director
(excluding the Staff Directors) who is (1) A Public
Director; (2) an officer, director, or employee of an
issuer of securities listed on a national securities
exchange operated by any subsidiary of NASDAQ
OMX that is a self-regulatory organization; or (3)
any other individual who would not be an Industry
Director.
A ‘‘Public Director’’ means a Director who has no
material business relationship with a broker or
dealer, NASDAQ OMX or its affiliates, or FINRA.
PO 00000
Frm 00095
Fmt 4703
Sfmt 4703
44301
Committee, as well as the full Board of
Directors.
NASDAQ OMX and the Corporation
believe that the change will provide
greater flexibility to NASDAQ OMX
with regard to populating a committee
that includes Directors with relevant
expertise and that is not excessively
large in relation to the size of the full
Board of Directors while continuing to
ensure that Directors associated with
members of NASDAQ OMX’s exchange
subsidiaries and other broker-dealers do
not exert disproportionate influence of
the governance of NASDAQ OMX. As
required by NASDAQ Stock Market
Rule 5605(d), the committee would
continue at all times to be composed
solely of Directors who are independent
within the meaning of that rule.
The Corporation believes that that the
proposed rule change is consistent with
provisions of Section 17A of the Act
because it will help ensure that the
Corporation is so organized and has the
capacity to comply with the provisions
of the Act and the rules and regulations
thereunder.5 Specifically, the
Corporation believes that the change
will provide greater flexibility to
NASDAQ OMX with regard to
populating a committee that includes
Directors with relevant expertise and
that is not excessively large in relation
to the size of the full Board of Directors,
while continuing to ensure that
Directors associated with members of
NASDAQ OMX’s exchange subsidiaries
and other broker-dealers do not exert
disproportionate influence of the
governance of NASDAQ OMX.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Corporation does not believe that
the proposed rule change will impose
any burden on competition not
necessary or appropriate in furtherance
of the purposes of the Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments were neither
solicited nor received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period (i)
as the Commission may designate up to
90 days of such date if it finds such
longer period to be appropriate and
publishes its reasons for so finding or
5 15
E:\FR\FM\27JYN1.SGM
U.S.C. 78q–1.
27JYN1
44302
Federal Register / Vol. 77, No. 145 / Friday, July 27, 2012 / Notices
(ii) as to which the self-regulatory
organization consents, the Commission
will:
(A) By order approve or disapprove
the proposed rule change or
(B) Institute proceedings to determine
whether the proposed rule change
should be disapproved.
should refer to File Number SR–BSECC–
2012–001 and should be submitted on
or before August 17, 2012.
For the Commission, by the Division
of Trading and Markets, pursuant to
delegated authority.6
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2012–18328 Filed 7–26–12; 8:45 am]
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rulecomments@sec.gov. Please include File
Number SR–BSECC–2012–001 on the
subject line.
erowe on DSK2VPTVN1PROD with NOTICES
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:
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing of Proposed Rule Change
Amending NYSE Rule 76 To Add
Supplementary Material Relating to a
Cross Function That Provides a
Regulation NMS Rule 611-Compliant
Tool for Floor Brokers
Paper Comments
• Paper comments should be sent 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–BSECC–2012–001. This file
number should be included on the
subject line if email 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 Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549–1090, 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 offices of the
Corporation. 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
July 23, 2012.
VerDate Mar<15>2010
15:32 Jul 26, 2012
Jkt 226001
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–67488; File No. SR–NYSE–
2012–29]
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 July 13,
2012, New York Stock Exchange LLC
(the ‘‘Exchange’’ or ‘‘NYSE’’) 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 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
NYSE Rule 76 to add supplementary
material relating to a cross function that
provides a Regulation NMS Rule 611compliant tool for Floor Brokers. The
text of the proposed rule change is
available on the Exchange’s Web site at
www.nyse.com, at the principal office of
the Exchange, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
PO 00000
6 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
Frm 00096
Fmt 4703
Sfmt 4703
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend
Rule 76 to describe an enhancement to
the current processes used by Floor
Brokers to manually cross orders in
compliance with Regulation NMS Rule
611 (‘‘Rule 611’’). Specifically, the
Exchange proposes to allow Floor
Brokers to use new functionality for the
wireless hand held devices (‘‘HHD’’)
that will assist them in meeting their
Rule 611 compliance requirements by
providing for a ‘‘look-back’’ period in
effecting crosses under NYSE rules. The
Exchange believes that use of the HHD
by Floor Brokers to assist in the
execution of manual cross trades,
combined with a brief and reasonable
amount of time to accommodate the
manual manner by which Floor Brokers
must comply with NYSE crossing rules,
will enhance the efficiency of such
crosses and provide a better audit trail
for purposes of Rule 611. The new
functionality (‘‘Cross Function’’) and the
proposed procedures are described
below.
Background
NYSE Rule 76 governs the execution
of ‘‘cross’’ or ‘‘crossing’’ orders by Floor
Brokers. Rule 76 applies only to manual
transactions executed at the point of
sale on the trading Floor and provides
that when a member has an order to buy
and an order to sell the same security
that can be crossed at the same price,
the member is required to announce to
the trading crowd the proposed cross by
offering the security at a price that is
higher than his or her bid by a
minimum variation permitted in the
security before crossing the orders. Any
other member, including the Designated
Market Maker (‘‘DMM’’), can break up
the announced bid and offer by trading
with either side of the proposed cross
transaction.3 If no one in the trading
3 An agency ‘‘cross’’ of 10,000 shares or more at
or between the Exchange best bid or offer has
priority and can only be broken up to provide price
improvement that is better than the cross price as
to all or part of such bid or offer. A buy and sell
order to be crossed pursuant to Rule 72(d) is subject
to Rule 76, including the requirement that such a
proposed cross be announced to the crowd. See
E:\FR\FM\27JYN1.SGM
27JYN1
]]>Agencies
[Federal Register Volume 77, Number 145 (Friday, July 27, 2012)]
[Notices]
[Pages 44301-44302]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-18328]
[[Page 44301]]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-67487; File No. SR-BSECC-2012-001]
Self-Regulatory Organizations; Boston Stock Exchange Clearing
Corporation; Notice of Filing of Proposed Rule Change With Respect to
the Amendment of the By-Laws of Its Parent Corporation, The NASDAQ OMX
Group, Inc. (``NASDAQ OMX'')
July 23, 2012.
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 July 11, 2012, Boston Stock Exchange Clearing Corporation (``BSECC''
or the ``Corporation'') 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 primarily by
the Corporation. 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 the
Substance of the Proposed Rule Change
The Corporation proposes a rule change with respect to the
amendment of the by-laws of its parent corporation, The NASDAQ OMX
Group, Inc. (``NASDAQ OMX'').
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 Corporation 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 Corporation 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 the text of the summaries
prepared by BSECC.
---------------------------------------------------------------------------
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
NASDAQ OMX is proposing amendments to provisions of its by-laws
pertaining to the composition of the Management Compensation Committee
of the NASDAQ OMX Board of Directors. Specifically, NASDAQ OMX is
amending the compositional requirements of its Management Compensation
Committee in Section 4.13 to replace a requirement that the committee
be composed of a majority of Non-Industry Directors \4\ with a
requirement that the number of Non-Industry Directors on the committee
equal or exceed the number of Industry Directors. Thus, in the case of
a committee composed of four Directors, the current by-law provides
that only one Director may be an Industry Director, while the amended
by-law would allow up to two Directors to be Industry Directors. The
proposed compositional requirement for the committee with regard to the
balance between Industry Directors and Non-Industry Directors would be
the same as that already provided for in the by-laws with respect to
the Executive Committee and the Nominating and Governance Committee, as
well as the full Board of Directors.
---------------------------------------------------------------------------
\4\ An ``Industry Director'' means a Director (excluding any two
officers of NASDAQ OMX, selected at the sole discretion of the
Board, amongst those officers who may be serving as Directors (the
``Staff Directors'')) who (1) Is or has served in the prior three
years as an officer, director, or employee of a broker or dealer,
excluding an outside director or a director not engaged in the day-
to-day management of a broker or dealer; (2) is an officer, director
(excluding an outside director), or employee of an entity that owns
more than ten percent of the equity of a broker or dealer, and the
broker or dealer accounts for more than five percent of the gross
revenues received by the consolidated entity; (3) owns more than
five percent of the equity securities of any broker or dealer, whose
investments in brokers or dealers exceed ten percent of his or her
net worth, or whose ownership interest otherwise permits him or her
to be engaged in the day-to-day management of a broker or dealer;
(4) provides professional services to brokers or dealers, and such
services constitute 20 percent or more of the professional revenues
received by the Director or 20 percent or more of the gross revenues
received by the Director's firm or partnership; (5) provides
professional services to a director, officer, or employee of a
broker, dealer, or corporation that owns 50 percent or more of the
voting stock of a broker or dealer, and such services relate to the
director's, officer's, or employee's professional capacity and
constitute 20 percent or more of the professional revenues received
by the Director or 20 percent or more of the gross revenues received
by the Director's firm or partnership; or (6) has a consulting or
employment relationship with or provides professional services to
NASDAQ OMX or any affiliate thereof or to the Financial Industry
Regulatory Authority (``FINRA'') or has had any such relationship or
provided any such services at any time within the prior three years.
A ``Non-Industry Director'' means a Director (excluding the
Staff Directors) who is (1) A Public Director; (2) an officer,
director, or employee of an issuer of securities listed on a
national securities exchange operated by any subsidiary of NASDAQ
OMX that is a self-regulatory organization; or (3) any other
individual who would not be an Industry Director.
A ``Public Director'' means a Director who has no material
business relationship with a broker or dealer, NASDAQ OMX or its
affiliates, or FINRA.
---------------------------------------------------------------------------
NASDAQ OMX and the Corporation believe that the change will provide
greater flexibility to NASDAQ OMX with regard to populating a committee
that includes Directors with relevant expertise and that is not
excessively large in relation to the size of the full Board of
Directors while continuing to ensure that Directors associated with
members of NASDAQ OMX's exchange subsidiaries and other broker-dealers
do not exert disproportionate influence of the governance of NASDAQ
OMX. As required by NASDAQ Stock Market Rule 5605(d), the committee
would continue at all times to be composed solely of Directors who are
independent within the meaning of that rule.
The Corporation believes that that the proposed rule change is
consistent with provisions of Section 17A of the Act because it will
help ensure that the Corporation is so organized and has the capacity
to comply with the provisions of the Act and the rules and regulations
thereunder.\5\ Specifically, the Corporation believes that the change
will provide greater flexibility to NASDAQ OMX with regard to
populating a committee that includes Directors with relevant expertise
and that is not excessively large in relation to the size of the full
Board of Directors, while continuing to ensure that Directors
associated with members of NASDAQ OMX's exchange subsidiaries and other
broker-dealers do not exert disproportionate influence of the
governance of NASDAQ OMX.
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78q-1.
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The Corporation does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or
[[Page 44302]]
(ii) as to which the self-regulatory organization consents, the
Commission will:
(A) By order approve or disapprove the proposed rule change or
(B) Institute proceedings to determine whether the proposed rule
change should be disapproved.
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 email to rule-comments@sec.gov. Please include
File Number SR-BSECC-2012-001 on the subject line.
Paper Comments
Paper comments should be sent 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-BSECC-2012-001. This
file number should be included on the subject line if email 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 Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549-1090, 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 offices of the Corporation. 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-BSECC-2012-001 and should be
submitted on or before August 17, 2012.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\6\
---------------------------------------------------------------------------
\6\ 17 CFR 200.30-3(a)(12).
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-18328 Filed 7-26-12; 8:45 am]
BILLING CODE 8011-01-P
