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]

Download as PDF mstockstill on DSK4VPTVN1PROD with NOTICES 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. VerDate Mar<15>2010 18:13 Jun 21, 2013 Jkt 229001 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). 24JNN1 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 mstockstill on DSK4VPTVN1PROD with NOTICES 2 17 VerDate Mar<15>2010 18:13 Jun 21, 2013 Jkt 229001 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 E:\FR\FM\24JNN1.SGM 24JNN1

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
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