Self-Regulatory Organizations; Boston Stock Exchange Clearing Corporation; NASDAQ OMX BX, Inc.; the NASDAQ Stock Market LLC; NASDAQ OMX PHLX LLC; Stock Clearing Corporation of Philadelphia; Order Approving Proposed Rule Changes With Respect to the Amendment of the By-Laws of The NASDAQ OMX Group, Inc., 54942-54943 [2012-21902]
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54942
Federal Register / Vol. 77, No. 173 / Thursday, September 6, 2012 / Notices
Commission designates the proposal
operative on September 1, 2012.15
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.
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–NYSE–
2012–38 and should be submitted on or
before September 27, 2012.
IV. Solicitation of Comments
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
Kevin M. O’Neill,
Deputy Secretary.
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 rulecomments@sec.gov. Please include File
Number SR–NYSE–2012–38 on the
subject line.
TKELLEY on DSK3SPTVN1PROD with NOTICES
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–NYSE–2012–38. 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, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
15 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
VerDate Mar<15>2010
18:45 Sep 05, 2012
Jkt 226001
[FR Doc. 2012–21901 Filed 9–5–12; 8:45 am]
2012.4 The Commission received no
comment letters on the proposals.
II. Background
NASDAQ OMX is proposing to amend
provisions of the NASDAQ OMX ByLaws pertaining to the composition of
the Management Compensation
Committee of the NASDAQ OMX Board
of Directors. Specifically, NASDAQ
OMX proposes to amend the
compositional requirements of its
Management Compensation Committee
as set forth in Section 4.13 of the
NASDAQ OMX By-Laws to replace a
requirement that the committee be
composed of a majority of Non-Industry
Directors 5 with a requirement that the
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–67760; File Nos. SR–
BSECC–2012–01; SR–BX–2012–052; SR–
NASDAQ–2012–072; SR-Phlx-2012–95; SR–
SCCP–2012–01]
Self-Regulatory Organizations; Boston
Stock Exchange Clearing Corporation;
NASDAQ OMX BX, Inc.; the NASDAQ
Stock Market LLC; NASDAQ OMX
PHLX LLC; Stock Clearing Corporation
of Philadelphia; Order Approving
Proposed Rule Changes With Respect
to the Amendment of the By-Laws of
The NASDAQ OMX Group, Inc.
August 30, 2012.
I. Introduction
On June 20, 2012, the NASDAQ Stock
Market LLC (‘‘NASDAQ’’), and on July
11, 2012, Boston Stock Exchange
Clearing Corporation (‘‘BSECC’’),
NASDAQ OMX BX, Inc. (‘‘BX’’),
NASDAQ OMX PHLX LLC (‘‘Phlx’’),
and the Stock Clearing Corporation of
Philadelphia (‘‘SCCP’’ and, with BSECC,
BX, NASDAQ, and Phlx, the ‘‘SROs’’),
filed with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) 1 of the Securities
Exchange Act of 1934 (‘‘Act’’),2 and
Rule 19b–4 thereunder,3proposed rule
changes with respect to the amendment
of the by-laws (the ‘‘NASDAQ OMX ByLaws’’) of The NASDAQ OMX Group,
Inc. (‘‘NASDAQ OMX’’), the parent
company of the SROs. The proposed
rule changes were published for
comment in the Federal Register on July
5, 2012, July 19, 2012, and July 27,
16 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
PO 00000
Frm 00069
Fmt 4703
Sfmt 4703
4 See Securities Exchange Act Release Nos. 67293
(June 28, 2012), 77 FR 39751 (July 5, 2012) (SR–
NASDAQ–2012–072) (the ‘‘NASDAQ Notice’’);
67433 (July 13, 2012), 77 FR 42522 (July 19, 2012)
(SR–BX–2012–052); 67434 (July 13, 2012), 77 FR
42524 (July 19, 2012) (SR–Phlx–2012–95); 67487
(July 23, 2012), 77 FR 44301 (July 27, 2012) (SR–
BSECC–2012–001); 67486 (July 23, 2012), 77 FR
44299 (July 27, 2012) (SR–SCCP–2012–01).
5 Article I(j) of the NASDAQ OMX By-Laws
defines an ‘‘Industry Director’’, in part, as 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.
Article I(m) of the NASDAQ OMX By-Laws
defines a ‘‘Non-Industry Director’’, in part, as 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 SRO;
or (3) any other individual who would not be an
Industry Director.
Article I(n) of the NASDAQ OMX By-Laws
defines a ‘‘Public Director’’, in part, as a Director
who has no material business relationship with a
broker or dealer, NASDAQ OMX or its affiliates, or
FINRA.
E:\FR\FM\06SEN1.SGM
06SEN1
Federal Register / Vol. 77, No. 173 / Thursday, September 6, 2012 / Notices
TKELLEY on DSK3SPTVN1PROD with NOTICES
number of Non-Industry Directors on
the committee equal or exceed the
number of 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
NASDAQ OMX By-Laws with respect to
the Executive Committee and the
Nominating and Governance
Committee, as well as the full Board of
Directors.
According to the SROs, the proposed
changes will provide NASDAQ OMX
with a greater flexibility 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 Exchange
members and other broker-dealers do
not exert disproportionate influence of
the governance of NASDAQ OMX.6
III. Discussion and Commission
Findings
The Commission has reviewed
carefully the proposed rule changes and
finds that the proposed rule changes are
consistent with the requirements of the
Act and the rules and regulations
thereunder applicable to a national
securities exchange or a registered
clearing agency.7 In particular, the
Commission finds that the proposed
rule changes are consistent with Section
6(b) of the Act,8 which, among other
things, requires a national securities
exchange to be so organized and have
the capacity to be able to carry out the
purposes of the Act and to enforce
compliance by its members and persons
associated with its members with the
provisions of the Act, the rules and
regulations thereunder, and the rules of
the exchange, and is designed to prevent
fraudulent and manipulative acts and
practices, 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. The Commission also
finds that the proposed rule changes are
consistent with Section 17A of the Act 9
because the proposed rule changes will
help ensure that BSECC and SCCP are
so organized and have the capacity to
comply with the provisions of the Act
6 See,
e.g., NASDAQ Notice, 77 FR at 39752.
approving the proposed rule changes, the
Commission has considered their impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
8 15 U.S.C. 78f(b).
9 15 U.S.C. 78q–1.
7 In
VerDate Mar<15>2010
18:45 Sep 05, 2012
Jkt 226001
and the rules and regulations
thereunder.
The proposed changes to the
composition requirement of NASDAQ
OMX’s Management Compensation
Committee are identical to the
composition requirements currently in
effect for the Executive Committee,
Nominating and Governance
Committee, and full Board of Directors
of NASDAQ OMX.10 Furthermore, the
NASDAQ OMX Management
Compensation Committee is required to
be comprised of Independent Directors
(as defined in NASDAQ’s rules).11
IV. Conclusion
For the foregoing reasons, the
Commission finds that the proposed
rule changes are consistent with the Act
and the rules and regulations
thereunder applicable to a national
securities exchange and a registered
clearing agency.
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act 12 that the
proposed rule changes (SR–BSECC–
2012–001; SR–BX–2012–052; SR–
NASDAQ–2012–072; SR–Phlx–2012–95;
and SR–SCCP–2012–01), are approved.
For the Commission, by the Division
of Trading and Markets, pursuant to
delegated authority.13
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2012–21902 Filed 9–5–12; 8:45 am]
BILLING CODE 8011–01–P
SOCIAL SECURITY ADMINISTRATION
[Docket No. SSA 2012–0016]
Privacy Act of 1974, as Amended;
Computer Matching Program (Social
Security Administration (SSA)/
Department of Veterans Affairs (VA),
Veterans Benefits Administration
(VBA))—Match Number 1309
SSA.
Notice of a renewal of an
existing computer matching program
that will expire on October 1, 2012.
AGENCY:
ACTION:
In accordance with the
provisions of the Privacy Act, as
amended, this notice announces a
renewal of an existing computer
matching program that we are currently
conducting with VA/VBA.
SUMMARY:
10 See Sections 4.3, 4.13(d) and 4.13(h)(1) of
NASDAQ OMX By-Laws.
11 See NASDAQ Rule 5605(d). Rule 5605(d)
provides that the compensation committees of
NASDAQ-listed companies must be comprised
solely of Independent Directors. NASDAQ OMX is
a NASDAQ-listed company.
12 Id.
13 17 CFR 200.30–3(a)(12).
PO 00000
Frm 00070
Fmt 4703
Sfmt 4703
54943
We will file a report of the
subject matching program with the
Committee on Homeland Security and
Governmental Affairs of the Senate; the
Committee on Oversight and
Government Reform of the House of
Representatives; and the Office of
Information and Regulatory Affairs,
Office of Management and Budget
(OMB). The matching program will be
effective as indicated below.
ADDRESSES: Interested parties may
comment on this notice by either
telefaxing to (410) 966–0869 or writing
to the Executive Director, Office of
Privacy and Disclosure, Office of the
General Counsel, SSA, 617 Altmeyer
Building, 6401 Security Boulevard,
Baltimore, MD 21235–6401. All
comments received will be available for
public inspection at this address.
FOR FURTHER INFORMATION CONTACT: The
Executive Director, Office of Privacy
and Disclosure, Office of the General
Counsel, SSA, as shown above.
SUPPLEMENTARY INFORMATION:
DATES:
A. General
The Computer Matching and Privacy
Protection Act of 1988 (Pub. L. 100–503)
amended the Privacy Act (5 U.S.C. 552a)
by describing the conditions under
which computer matching involving the
Federal government could be performed
and by adding certain protections for
persons applying for, and receiving,
Federal benefits. Section 7201 of the
Omnibus Budget Reconciliation Act of
1990 (Pub. L. 101–508) further amended
the Privacy Act regarding protections for
such persons.
The Privacy Act, as amended,
regulates the use of computer matching
by Federal agencies when records in a
system of records are matched with
other Federal, State, or local government
records. It requires Federal agencies
involved in computer matching
programs to:
(1) Negotiate written agreements with
the other agency or agencies
participating in the matching programs;
(2) Obtain the approval of the
matching agreement by the Data
Integrity Boards of the participating
Federal agencies;
(3) Publish notice of the computer
matching program in the Federal
Register;
(4) Furnish detailed reports about
matching programs to Congress and
OMB;
(5) Notify applicants and beneficiaries
that their records are subject to
matching; and
(6) Verify match findings before
reducing, suspending, terminating, or
denying a person’s benefits or
payments.
E:\FR\FM\06SEN1.SGM
06SEN1
]]>Agencies
[Federal Register Volume 77, Number 173 (Thursday, September 6, 2012)]
[Notices]
[Pages 54942-54943]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-21902]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-67760; File Nos. SR-BSECC-2012-01; SR-BX-2012-052; SR-
NASDAQ-2012-072; SR-Phlx-2012-95; SR-SCCP-2012-01]
Self-Regulatory Organizations; Boston Stock Exchange Clearing
Corporation; NASDAQ OMX BX, Inc.; the NASDAQ Stock Market LLC; NASDAQ
OMX PHLX LLC; Stock Clearing Corporation of Philadelphia; Order
Approving Proposed Rule Changes With Respect to the Amendment of the
By-Laws of The NASDAQ OMX Group, Inc.
August 30, 2012.
I. Introduction
On June 20, 2012, the NASDAQ Stock Market LLC (``NASDAQ''), and on
July 11, 2012, Boston Stock Exchange Clearing Corporation (``BSECC''),
NASDAQ OMX BX, Inc. (``BX''), NASDAQ OMX PHLX LLC (``Phlx''), and the
Stock Clearing Corporation of Philadelphia (``SCCP'' and, with BSECC,
BX, NASDAQ, and Phlx, the ``SROs''), filed with the Securities and
Exchange Commission (``Commission''), pursuant to Section 19(b)(1) \1\
of the Securities Exchange Act of 1934 (``Act''),\2\ and Rule 19b-4
thereunder,\3\proposed rule changes with respect to the amendment of
the by-laws (the ``NASDAQ OMX By-Laws'') of The NASDAQ OMX Group, Inc.
(``NASDAQ OMX''), the parent company of the SROs. The proposed rule
changes were published for comment in the Federal Register on July 5,
2012, July 19, 2012, and July 27, 2012.\4\ The Commission received no
comment letters on the proposals.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
\4\ See Securities Exchange Act Release Nos. 67293 (June 28,
2012), 77 FR 39751 (July 5, 2012) (SR-NASDAQ-2012-072) (the ``NASDAQ
Notice''); 67433 (July 13, 2012), 77 FR 42522 (July 19, 2012) (SR-
BX-2012-052); 67434 (July 13, 2012), 77 FR 42524 (July 19, 2012)
(SR-Phlx-2012-95); 67487 (July 23, 2012), 77 FR 44301 (July 27,
2012) (SR-BSECC-2012-001); 67486 (July 23, 2012), 77 FR 44299 (July
27, 2012) (SR-SCCP-2012-01).
---------------------------------------------------------------------------
II. Background
NASDAQ OMX is proposing to amend provisions of the NASDAQ OMX By-
Laws pertaining to the composition of the Management Compensation
Committee of the NASDAQ OMX Board of Directors. Specifically, NASDAQ
OMX proposes to amend the compositional requirements of its Management
Compensation Committee as set forth in Section 4.13 of the NASDAQ OMX
By-Laws to replace a requirement that the committee be composed of a
majority of Non-Industry Directors \5\ with a requirement that the
[[Page 54943]]
number of Non-Industry Directors on the committee equal or exceed the
number of 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 NASDAQ OMX By-Laws with respect to the Executive Committee
and the Nominating and Governance Committee, as well as the full Board
of Directors.
---------------------------------------------------------------------------
\5\ Article I(j) of the NASDAQ OMX By-Laws defines an ``Industry
Director'', in part, as 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.
Article I(m) of the NASDAQ OMX By-Laws defines a ``Non-Industry
Director'', in part, as 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 SRO; or (3) any other individual who would not be an
Industry Director.
Article I(n) of the NASDAQ OMX By-Laws defines a ``Public
Director'', in part, as a Director who has no material business
relationship with a broker or dealer, NASDAQ OMX or its affiliates,
or FINRA.
---------------------------------------------------------------------------
According to the SROs, the proposed changes will provide NASDAQ OMX
with a greater flexibility 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 Exchange members
and other broker-dealers do not exert disproportionate influence of the
governance of NASDAQ OMX.\6\
---------------------------------------------------------------------------
\6\ See, e.g., NASDAQ Notice, 77 FR at 39752.
---------------------------------------------------------------------------
III. Discussion and Commission Findings
The Commission has reviewed carefully the proposed rule changes and
finds that the proposed rule changes are consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to a national securities exchange or a registered clearing
agency.\7\ In particular, the Commission finds that the proposed rule
changes are consistent with Section 6(b) of the Act,\8\ which, among
other things, requires a national securities exchange to be so
organized and have the capacity to be able to carry out the purposes of
the Act and to enforce compliance by its members and persons associated
with its members with the provisions of the Act, the rules and
regulations thereunder, and the rules of the exchange, and is designed
to prevent fraudulent and manipulative acts and practices, 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.
The Commission also finds that the proposed rule changes are consistent
with Section 17A of the Act \9\ because the proposed rule changes will
help ensure that BSECC and SCCP are so organized and have the capacity
to comply with the provisions of the Act and the rules and regulations
thereunder.
---------------------------------------------------------------------------
\7\ In approving the proposed rule changes, the Commission has
considered their impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78q-1.
---------------------------------------------------------------------------
The proposed changes to the composition requirement of NASDAQ OMX's
Management Compensation Committee are identical to the composition
requirements currently in effect for the Executive Committee,
Nominating and Governance Committee, and full Board of Directors of
NASDAQ OMX.\10\ Furthermore, the NASDAQ OMX Management Compensation
Committee is required to be comprised of Independent Directors (as
defined in NASDAQ's rules).\11\
---------------------------------------------------------------------------
\10\ See Sections 4.3, 4.13(d) and 4.13(h)(1) of NASDAQ OMX By-
Laws.
\11\ See NASDAQ Rule 5605(d). Rule 5605(d) provides that the
compensation committees of NASDAQ-listed companies must be comprised
solely of Independent Directors. NASDAQ OMX is a NASDAQ-listed
company.
---------------------------------------------------------------------------
IV. Conclusion
For the foregoing reasons, the Commission finds that the proposed
rule changes are consistent with the Act and the rules and regulations
thereunder applicable to a national securities exchange and a
registered clearing agency.
It is therefore ordered, pursuant to Section 19(b)(2) of the Act
\12\ that the proposed rule changes (SR-BSECC-2012-001; SR-BX-2012-052;
SR-NASDAQ-2012-072; SR-Phlx-2012-95; and SR-SCCP-2012-01), are
approved.
---------------------------------------------------------------------------
\12\ Id.
---------------------------------------------------------------------------
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
---------------------------------------------------------------------------
\13\ 17 CFR 200.30-3(a)(12).
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-21902 Filed 9-5-12; 8:45 am]
BILLING CODE 8011-01-P
