Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Withdrawal of Proposed Rule Change To Require That Listed Companies Have an Internal Audit Function, 37867-37868 [2013-14957]
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Federal Register / Vol. 78, No. 121 / Monday, June 24, 2013 / Notices
the thresholds to become eligible or the
dollar value associated with the rebates
and, moreover, by eliminating the
inclusion of a trading day that would
almost certainly lower a Member’s ADV
as a percentage of average daily TCV, it
will make the majority of Members more
likely to meet the minimum or higher
tier thresholds, which will provide
additional incentive to Members to
increase their participation on the
Exchange in order to meet the next tier.
In addition, the Exchange believes that
the proposed changes to fees are
equitably allocated among Exchange
constituents as the methodology for
calculating ADV and TCV will apply
equally to all Members. While, although
unlikely, certain Members may have a
higher ADV as a percentage of average
daily TCV with the day included, the
proposal will make June trading rebates
more similar to other months as well as
to make all Members’ cost of trading on
the Exchange more predictable,
regardless of how the proposal affects
their ADV as a percentage of average
daily TCV, which in turn will preserve
Members’ incentives to participate in
trading on the Exchange in a manner
intended to be incented by the
Exchange’s fee schedule.
Volume-based tiers such as the
liquidity adding tiers maintained by the
Exchange have been widely adopted in
the equities markets, and are equitable
and not unfairly discriminatory because
they are open to all members on an
equal basis and provide rebates that are
reasonably related to the value to an
exchange’s market quality associated
with higher levels of market activity,
such as higher levels of liquidity
provision and introduction of higher
volumes of orders into the price and
volume discovery process. Accordingly,
the Exchange believes that the proposal
is equitably allocated and not unfairly
discriminatory because it is consistent
with the overall goals of enhancing
market quality. Further, the Exchange
believes that a tiered pricing model not
significantly altered by the removal of a
single known day of atypical trading
behavior, which will allow Members to
predictably calculate what the costs
associated with their trading activity on
the Exchange. is reasonable, fair and
equitable and not unreasonably
discriminatory because it is uniform in
application amongst Members and
should enable such participants to
operate their business without concern
of unpredictable and potentially
significant changes in expenses.
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B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange 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. The
proposed changes will help the
Exchange to continue to incentivize
higher levels of liquidity at a tighter
spread while providing more stable and
predictable costs to its Members. As
stated above, the Exchange notes that it
operates in a highly competitive market
in which market participants can
readily direct order flow to competing
venues if they deem fee structures to be
unreasonable or excessive.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange has neither solicited
nor received written comments on the
proposed rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 11 and paragraph (f) of Rule
19b–4 thereunder.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
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
37867
100 F Street NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–BATS–2013–034. 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 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–BATS–
2013–034 and should be submitted on
or before July 15, 2013.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.13
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2013–14966 Filed 6–21–13; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
• 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–BATS–2013–034 on the
subject line.
[Release No. 34–69792; File No. SR–
NASDAQ–2013–032]
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
June 18, 2013.
On February 20, 2013, The NASDAQ
Stock Market LLC (‘‘NASDAQ’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
11 15
12 17
PO 00000
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f).
Frm 00093
Fmt 4703
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Withdrawal of Proposed Rule Change
To Require That Listed Companies
Have an Internal Audit Function
13 17
Sfmt 4703
E:\FR\FM\24JNN1.SGM
CFR 200.30–3(a)(12).
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37868
Federal Register / Vol. 78, No. 121 / Monday, June 24, 2013 / Notices
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’),1 and
Rule 19b–4 thereunder,2 a proposed rule
change to require that each listed
company establish and maintain an
internal audit function to provide
management and the audit committee
with ongoing assessments of that
company’s risk management processes
and system of internal control. The
proposed rule change was published for
comment in the Federal Register on
March 8, 2013.3 On April 18, 2013, the
Commission extended the time period
in which to either approve the proposed
rule change, disapprove the proposed
rule change, or institute proceedings to
determine whether to disapprove the
proposed rule change, to June 6, 2013.4
The Commission received 42
comment letters on the proposal.5
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 69030
(Mar. 4, 2013), 78 FR 15075.
4 See Securities Exchange Act Release No. 69402,
78 FR 24281 (Apr. 24, 2013).
5 See Letter from William F. Derbyshire, dated
Mar. 5, 2013; Letter from Rainer Lenz, Ph.D., dated
Mar. 9, 2013; Letter from Raymond A. Link, Chief
Financial Officer, FEI Company, dated Mar. 11,
2013; Letter from Ann Marie Kim, dated Mar. 12,
2013; Letter from Jeff A. Killian, Chief Financial
Officer, Cascade Microtech, Inc., dated Mar. 14,
2013; Letter from Matthew Hogan, dated Mar. 18,
2013; Letter from Ann Rhoads, Chief Financial
Officer, Zogenix, dated Mar. 18, 2013; Letter from
Daniel P. Penberthy, Chief Financial Officer, Rand
Capital Corporation, dated Mar. 19, 2013; Letter
from Jeff Andreson, dated Mar. 19, 2013; Letter
from Gary R. Fairhead, dated Mar. 19, 2013; Letter
from Roger Hawley, Chief Executive Officer,
Zogenix, dated Mar. 20, 2013; Letter from Vernon
A. LoForti, Vice President and Chief Financial
Officer, InfoSonics Corporation, dated Mar. 20,
2013; Letter from Howard K. Kaminsky, Chief
Financial Officer, Sport Chalet, Inc., dated Mar. 21,
2013; Letter from Stanley P. Wirtheim, Chief
Financial Officer, Smartpros.Ltd., dated Mar. 25,
2013; Letter from Simon J. Parker, Head of Business
Assurance, Innospec Inc., dated Mar. 26, 2013;
Letter from John H. Lowry III, Chief Financial
Officer; Perceptron, Inc., dated Mar. 27, 2013; Letter
from David L. Nunes, President and Chief Executive
Officer, Pope Resources, dated Mar. 27, 2013; Letter
from Don Tracy, Chief Financial Officer, MGP
Ingredients, Inc., dated Mar. 27, 2013; Letter from
Vickie Reed, Sr. Director and Controller, Zogenix,
Inc., dated Mar. 27, 2013; Letter from Jay Biskupski,
Chief Financial Officer, Peregrine Semiconductor
Corporation, dated Mar. 27, 2013; Letter from Alan
F. Eisenberg, Executive Vice President, Emerging
Companies and Business Development,
Biotechnology Industry Organization (BIO), dated
Mar. 28, 2013; Letter from Mary Kay Fenton, Senior
Vice President and Chief Financial Officer,
Achillion Pharmaceuticals, Inc., dated Mar. 28,
2013; Letter from Robert D. Shallish, Jr., Executive
Vice President—Finance and Chief Financial
Officer, CONMED Corporation, dated Mar. 28, 2013;
Letter from Dorothy M. Donohue, Deputy General
Counsel—Securities Regulation, Investment
Company Institute, dated Mar. 28, 2013; Letter from
Richard F. Chambers, President and Chief Executive
Officer, The Institute of Internal Auditors, dated
Mar. 28, 2013; Letter from Daniel C. Regis,
Chairman, Cray Inc. Audit Committee, Cray, Inc.,
dated Mar. 29, 2013; Letter from Kenneth Bertsch,
President and Chief Executive Officer, Society of
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On May 7, 2013, NASDAQ withdrew
the proposed rule change (SR–
NASDAQ–2013–032).6
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.7
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2013–14957 Filed 6–21–13; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–69794; File No. SR–BYX–
2013–021]
Self-Regulatory Organizations; BATS
Y-Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Related to Fees for Use
of BATS Y-Exchange, Inc.
June 18, 2013.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on June 13,
Corporate Secretaries & Governance Professionals,
dated Mar. 29, 2013; Letter from Paul R. Oldham,
Chief Financial Officer and Vice President Finance
Administration, Electro Scientific Industries, dated
Mar. 29, 2013; Letter from Joseph D. Hill, Chief
Financial Officer, Metabolix, Inc., dated Mar. 29,
2013; Letter from Grant Thornton LLP, dated Mar.
29, 2013; Letter from Michael McConnell, Executive
Vice President and Chief Financial Officer,
Digimarc Corporation, dated Mar. 29, 2013; Letter
from Elizabeth L. Hougen, Chief Financial Officer,
Isis Pharmaceuticals, Inc., dated Mar. 29, 2013;
Letter from Julia Reigel, Wilson Sonsini Goodrich
& Rosati, dated Mar. 29, 2013; Letter from Sharon
Barbari, Executive Vice President Finance and Chief
Financial Officer, Cytokinetics, Inc., dated Mar. 29,
2013; Letter from Michael G. Zybala, General
Counsel, The InterGroup Corporation, dated Apr. 3,
2013; Letter from Ramy R. Taraboulsi, Chairman
and Chief Executive Officer, SyncBASE Inc., dated
Apr. 6, 2013; Letter from Matthew C. Wolsfeld,
Chief Financial Officer, NTIC, dated Apr. 10, 2013;
Letter from Barbara Russell, Chief Financial Officer,
TOR Minerals International Inc., dated Apr. 17,
2013; Letter from Todd DeZoort, Ph.D., CFE,
Professor of Accounting and Professional Advisory
Board Fellow, The University of Alabama, and Dana
Hermanson, Ph.D., Dinos Eminent Scholar Chair of
Private Enterprise, Director of Research, Corporate
Governance Center, Kennesaw State University,
dated May 10, 2013; Letter from Paul Nester,
Treasurer and CFO, RGC Resources, Inc., dated May
13, 2013; Letter from Neil Lerner, Vice President,
Finance, Psychemedics Corporation, dated May 20,
2013; and Letter from Robert C. Kirk, dated May 28,
2013.
6 The Commission notes that NASDAQ stated in
its withdrawal that it is withdrawing this proposal
so that it may fully consider the comments filed.
See supra note 5. NASDAQ also stated that it
remains committed to the underlying goal of the
proposal, to help ensure that listed companies have
appropriate processes in place to assess risks and
the system of internal controls, and that it intends
to file a revised proposal.
7 17 CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
PO 00000
Frm 00094
Fmt 4703
Sfmt 4703
2013, BATS Y-Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BYX’’) 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 Exchange has
designated the proposed rule change as
one establishing or changing a member
due, fee, or other charge imposed by the
Exchange under Section 19(b)(3)(A)(ii)
of the Act 3 and Rule 19b–4(f)(2)
thereunder,4 which renders the
proposed rule change effective upon
filing with the Commission. 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 Exchange proposes to amend the
fee schedule applicable to Members 5
and non-members of the Exchange
pursuant to BYX Rules 15.1(a) and (c).
Changes to the fee schedule pursuant to
this proposal will be effective upon
filing.
The text of the proposed rule change
is available at the Exchange’s Web site
at https://www.batstrading.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
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
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 purpose of the proposed rule
change is to modify the Exchange’s fee
schedule effective June 13, 2013, in
order to amend the way that the
Exchange calculates rebates for
removing liquidity from the Exchange.
3 15
U.S.C. 78s(b)(3)(A)(ii).
CFR 240.19b–4(f)(2).
5 A Member is any registered broker or dealer that
has been admitted to membership in the Exchange.
4 17
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]]>Agencies
[Federal Register Volume 78, Number 121 (Monday, June 24, 2013)]
[Notices]
[Pages 37867-37868]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-14957]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-69792; File No. SR-NASDAQ-2013-032]
Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Withdrawal of Proposed Rule Change To Require That Listed
Companies Have an Internal Audit Function
June 18, 2013.
On February 20, 2013, The NASDAQ Stock Market LLC (``NASDAQ'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant
[[Page 37868]]
to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to
require that each listed company establish and maintain an internal
audit function to provide management and the audit committee with
ongoing assessments of that company's risk management processes and
system of internal control. The proposed rule change was published for
comment in the Federal Register on March 8, 2013.\3\ On April 18, 2013,
the Commission extended the time period in which to either approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to disapprove the proposed rule
change, to June 6, 2013.\4\
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 69030 (Mar. 4,
2013), 78 FR 15075.
\4\ See Securities Exchange Act Release No. 69402, 78 FR 24281
(Apr. 24, 2013).
---------------------------------------------------------------------------
The Commission received 42 comment letters on the proposal.\5\
---------------------------------------------------------------------------
\5\ See Letter from William F. Derbyshire, dated Mar. 5, 2013;
Letter from Rainer Lenz, Ph.D., dated Mar. 9, 2013; Letter from
Raymond A. Link, Chief Financial Officer, FEI Company, dated Mar.
11, 2013; Letter from Ann Marie Kim, dated Mar. 12, 2013; Letter
from Jeff A. Killian, Chief Financial Officer, Cascade Microtech,
Inc., dated Mar. 14, 2013; Letter from Matthew Hogan, dated Mar. 18,
2013; Letter from Ann Rhoads, Chief Financial Officer, Zogenix,
dated Mar. 18, 2013; Letter from Daniel P. Penberthy, Chief
Financial Officer, Rand Capital Corporation, dated Mar. 19, 2013;
Letter from Jeff Andreson, dated Mar. 19, 2013; Letter from Gary R.
Fairhead, dated Mar. 19, 2013; Letter from Roger Hawley, Chief
Executive Officer, Zogenix, dated Mar. 20, 2013; Letter from Vernon
A. LoForti, Vice President and Chief Financial Officer, InfoSonics
Corporation, dated Mar. 20, 2013; Letter from Howard K. Kaminsky,
Chief Financial Officer, Sport Chalet, Inc., dated Mar. 21, 2013;
Letter from Stanley P. Wirtheim, Chief Financial Officer,
Smartpros.Ltd., dated Mar. 25, 2013; Letter from Simon J. Parker,
Head of Business Assurance, Innospec Inc., dated Mar. 26, 2013;
Letter from John H. Lowry III, Chief Financial Officer; Perceptron,
Inc., dated Mar. 27, 2013; Letter from David L. Nunes, President and
Chief Executive Officer, Pope Resources, dated Mar. 27, 2013; Letter
from Don Tracy, Chief Financial Officer, MGP Ingredients, Inc.,
dated Mar. 27, 2013; Letter from Vickie Reed, Sr. Director and
Controller, Zogenix, Inc., dated Mar. 27, 2013; Letter from Jay
Biskupski, Chief Financial Officer, Peregrine Semiconductor
Corporation, dated Mar. 27, 2013; Letter from Alan F. Eisenberg,
Executive Vice President, Emerging Companies and Business
Development, Biotechnology Industry Organization (BIO), dated Mar.
28, 2013; Letter from Mary Kay Fenton, Senior Vice President and
Chief Financial Officer, Achillion Pharmaceuticals, Inc., dated Mar.
28, 2013; Letter from Robert D. Shallish, Jr., Executive Vice
President--Finance and Chief Financial Officer, CONMED Corporation,
dated Mar. 28, 2013; Letter from Dorothy M. Donohue, Deputy General
Counsel--Securities Regulation, Investment Company Institute, dated
Mar. 28, 2013; Letter from Richard F. Chambers, President and Chief
Executive Officer, The Institute of Internal Auditors, dated Mar.
28, 2013; Letter from Daniel C. Regis, Chairman, Cray Inc. Audit
Committee, Cray, Inc., dated Mar. 29, 2013; Letter from Kenneth
Bertsch, President and Chief Executive Officer, Society of Corporate
Secretaries & Governance Professionals, dated Mar. 29, 2013; Letter
from Paul R. Oldham, Chief Financial Officer and Vice President
Finance Administration, Electro Scientific Industries, dated Mar.
29, 2013; Letter from Joseph D. Hill, Chief Financial Officer,
Metabolix, Inc., dated Mar. 29, 2013; Letter from Grant Thornton
LLP, dated Mar. 29, 2013; Letter from Michael McConnell, Executive
Vice President and Chief Financial Officer, Digimarc Corporation,
dated Mar. 29, 2013; Letter from Elizabeth L. Hougen, Chief
Financial Officer, Isis Pharmaceuticals, Inc., dated Mar. 29, 2013;
Letter from Julia Reigel, Wilson Sonsini Goodrich & Rosati, dated
Mar. 29, 2013; Letter from Sharon Barbari, Executive Vice President
Finance and Chief Financial Officer, Cytokinetics, Inc., dated Mar.
29, 2013; Letter from Michael G. Zybala, General Counsel, The
InterGroup Corporation, dated Apr. 3, 2013; Letter from Ramy R.
Taraboulsi, Chairman and Chief Executive Officer, SyncBASE Inc.,
dated Apr. 6, 2013; Letter from Matthew C. Wolsfeld, Chief Financial
Officer, NTIC, dated Apr. 10, 2013; Letter from Barbara Russell,
Chief Financial Officer, TOR Minerals International Inc., dated Apr.
17, 2013; Letter from Todd DeZoort, Ph.D., CFE, Professor of
Accounting and Professional Advisory Board Fellow, The University of
Alabama, and Dana Hermanson, Ph.D., Dinos Eminent Scholar Chair of
Private Enterprise, Director of Research, Corporate Governance
Center, Kennesaw State University, dated May 10, 2013; Letter from
Paul Nester, Treasurer and CFO, RGC Resources, Inc., dated May 13,
2013; Letter from Neil Lerner, Vice President, Finance, Psychemedics
Corporation, dated May 20, 2013; and Letter from Robert C. Kirk,
dated May 28, 2013.
---------------------------------------------------------------------------
On May 7, 2013, NASDAQ withdrew the proposed rule change (SR-
NASDAQ-2013-032).\6\
---------------------------------------------------------------------------
\6\ The Commission notes that NASDAQ stated in its withdrawal
that it is withdrawing this proposal so that it may fully consider
the comments filed. See supra note 5. NASDAQ also stated that it
remains committed to the underlying goal of the proposal, to help
ensure that listed companies have appropriate processes in place to
assess risks and the system of internal controls, and that it
intends to file a revised proposal.
\7\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets, pursuant
to delegated authority.\7\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-14957 Filed 6-21-13; 8:45 am]
BILLING CODE 8011-01-P
