Self-Regulatory Organizations; The Options Clearing Corporation; Order Approving Proposed Rule Change Concerning the Governance Committee Charter, 4988-4989 [2014-01812]

Download as PDF 4988 Federal Register / Vol. 79, No. 20 / Thursday, January 30, 2014 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES investments are made on forms the Commission may prescribe. Rule 17d–2 (17 CFR 270.17d–2) designates Form N–17D–1 (17 CFR 274.200) (‘‘form’’) as the form for reports required by rule 17d–1. SBICs and their affiliated banks use form N–17D–1 to report any contemporaneous investments in a small business concern. The form provides shareholders and persons seeking to make an informed decision about investing in an SBIC an opportunity to learn about transactions of the SBIC that have the potential for self dealing and other forms of overreaching by affiliated persons at the expense of shareholders. Form N–17D–1 requires SBICs and their affiliated banks to report identifying information about the small business concern and the affiliated bank. The report must include, among other things, the SBIC’s and affiliated bank’s outstanding investments in the small business concern, the use of the proceeds of the investments made during the reporting period, any changes in the nature and amount of the affiliated bank’s investment, the name of any affiliated person of the SBIC or the affiliated bank (or any affiliated person of the affiliated person of the SBIC or the affiliated bank) who has any interest in the transactions, the basis of the affiliation, the nature of the interest, and the consideration the affiliated person has received or will receive. Up to three SBICs may file the form in any year.1 The Commission estimates the burden of filling out the form is approximately one hour per response and would likely be completed by an accountant or other professional. Based on past filings, the Commission estimates that no more than one SBIC is likely to use the form each year. Most of the information requested on the form should be readily available to the SBIC or the affiliated bank in records kept in the ordinary course of business, or with respect to the SBIC, pursuant to the recordkeeping requirements under the Act. Commission staff estimates that it should take approximately one hour for an accountant or other professional to complete the form.2 The estimated total annual burden of filling out the form is 1 hour, at an estimated total annual cost of $193.3 The Commission will not keep of September 23, 2013, three SBICs were registered with the Commission. 2 This estimate of hours is based on past conversations with representatives of SBICs and accountants that have filed the form. 3 Commission staff estimates that the annual burden would be incurred by a senior accountant with an average hourly wage rate of $193 per hour. See Securities Industry and Financial Markets responses on Form N–17D–1 confidential. The estimate of average burden hours is made solely for the purposes of the Paperwork Reduction Act, and is not derived from a comprehensive or even a representative survey or study of the costs of Commission rules. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. The public may view the background documentation for this information collection at the following Web site, www.reginfo.gov. Comments should be directed to: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503, or by sending an email to: Shagufta_ Ahmed@omb.eop.gov; and (ii) Thomas Bayer, Chief Information Officer, Securities and Exchange Commission, c/o Remi Pavlik-Simon, 100 F Street NE., Washington, DC 20549 or send an email to: PRA_Mailbox@sec.gov. Comments must be submitted to OMB within 30 days of this notice. Dated: January 24, 2014. Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–01817 Filed 1–29–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–71396; File No. SR–OCC– 2013–18] Self-Regulatory Organizations; The Options Clearing Corporation; Order Approving Proposed Rule Change Concerning the Governance Committee Charter January 24, 2014. I. Introduction On November 26, 2013, The Options Clearing Corporation (‘‘OCC’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change SR–OCC–2013–18 pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder.2 1 As VerDate Mar<15>2010 18:24 Jan 29, 2014 Jkt 232001 Association, Report on Management and Professional Earnings in the Securities Industry 2012, modified to account for an 1800-hour work year and multiplied by 5.35 to account for bonuses, firm size, employee benefits and overhead. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. OCC also filed the proposed change as an advance notice under Section PO 00000 Frm 00125 Fmt 4703 Sfmt 4703 The proposed rule change was published for comment in the Federal Register on December 16, 2013.3 The Commission received no comment letters on the proposed rule change. For the reasons discussed below, the Commission is granting approval of the proposed rule change. II. Description This proposed rule change concerns OCC’s Board of Directors (‘‘Board’’) formation of a Governance Committee (‘‘GC’’) and the GC Charter. The stated purpose of the GC is to review the overall corporate governance of OCC and recommend improvements to OCC’s Board. The GC Charter describes the role the GC plays in assisting the Board in fulfilling its responsibilities, as described in OCC’s By-Laws and Rules, as well as specifying the policies and procedures governing the membership and organization, scope of authority, and specific functions and responsibilities of the GC. In addition, the guidelines for the composition of the GC as well as the policies regarding its meeting schedule, quorum rules, minute-keeping and reporting requirements are set forth in the GC Charter and conform to applicable requirements specified in OCC’s ByLaws and Rules. The GC is composed of not fewer than five Directors with at least one Public Director, one Exchange Director, and one Member Director. Management Directors will not be members of the GC. The Board will designate a GC Chair and if the Chair is not present at a meeting, the members who are present will designate a member to serve as the Acting Chair. The GC will meet at least four times a year and a majority of the GC members constitutes a quorum. The GC is permitted to call executive sessions from which guests of the GC may be excluded, and GC members are permitted to participate in all meetings by conference telephone call or other means of communication that permit all meeting participants to hear each other. The GC Chair, or the Chair’s designee, will report regularly to the Board on the GC’s activities. The GC Charter sets forth certain functions and responsibilities for the GC including, but not limited to, the 806(e)(1) of Title VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act titled the Payment, Clearing, and Settlement Supervision Act of 2010. 12 U.S.C. 5465(e)(1). The Commission published notice of the advance notice on December 16, 2013. See Release No. 34–71803 (Dec. 16, 2013), 78 FR 77181 (Dec. 20, 2013) (SR–OCC– 2013–807). 3 See Securities Exchange Act Release No. 71030 (Dec. 11, 2013), 78 FR 76182 (Dec. 16, 2013) (SR– OCC–2013–18). E:\FR\FM\30JAN1.SGM 30JAN1 Federal Register / Vol. 79, No. 20 / Thursday, January 30, 2014 / Notices following: review the composition of the Board as a whole, including the Board’s balance of participant and nonparticipant directors, business specialization, technical skills, diversity and other desired qualifications; review the Board’s Charter for consistency with regulatory requirements, transparency of the governance process and other sound governance practice and recommend changes to the Board, where appropriate; review the committee structure of the Board, including the GC, and recommend changes to the Board, where appropriate; review OCC’s policies and procedures for identifying and reviewing Board nominee candidates, including the criteria for Board nominees; develop and recommend to the Board a periodic process of self-evaluation of the role and performance of the Board, its committees and management in the governance of OCC; review OCC’s policies on conflicts of interest of directors, including the OCC Directors Code of Conduct and recommend changes, where appropriate; and review OCC’s new director orientation program as well as OCC’s training and education programs for Board members and recommend changes, where appropriate. In addition to the foregoing, the GC may undertake other activities, as appropriate, or as may be delegated to it by the Board. In discharging its role, the GC shall confer with management and other employees of OCC to the extent the GC deems it necessary to fulfill its duties.4 III. Discussion mstockstill on DSK4VPTVN1PROD with NOTICES Section 19(b)(2)(C) of the Act directs the Commission to approve a proposed rule change of a self-regulatory organization if it finds that the proposed rule change is consistent with the requirements of the Act.5 Section 17A(b)(3)(F) of the Act requires that the rules of a clearing agency be designed to protect investors and the public interest.6 Rule 17Ad–22(d)(8) requires clearing agencies to establish, implement, maintain, and enforce written policies and procedures reasonably designed to have governance arrangements that are clear and transparent to fulfill the public interest requirements in Section 17A of the Act.7 4 The GC, subject to the approval of the Board, is permitted to hire specialists or rely on outside advisors or specialists to assist it in carrying out the GC’s activities. The GC has the authority to approve the fees and retention terms of such advisors and specialists. 5 15 U.S.C. 78s(b)(2)(C). 6 15 U.S.C. 78q–1(b)(3)(F). 7 17 CFR 240.17Ad–22(d)(8). VerDate Mar<15>2010 18:24 Jan 29, 2014 Jkt 232001 The Commission finds that the proposed rule change is consistent with Section 17A(b)(3)(F) of the Act and Rule 17Ad–22(d)(8) thereunder. By reviewing and recommending improvements to OCC’s governance structure, the GC and the GC Charter may help ensure that OCC’s governance structure is designed to protect investors and the public interest. In addition, by way of clarifying the duties and operations of the GC the GC Charter may help OCC establish, implement, maintain, and enforce policies and procedures reasonably designed to have governance arrangements that are clear and transparent. IV. Conclusion On the basis of the foregoing, the Commission finds that the proposal is consistent with the requirements of the Act and in particular with the requirements of Section 17A of the Act 8 and the rules and regulations thereunder. It is therefore ordered, pursuant to Section 19(b)(2) of the Act,9 that the proposed rule change (File No. SR– OCC–2013–18) be and hereby is approved.10 For the Commission by the Division of Trading and Markets, pursuant to delegated authority.11 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–01812 Filed 1–29–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–71394; File No. SR– NYSEArca–2014–08] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Relating to a Corporate Action in Which Its Indirect Parent, NYSE Euronext Holdings LLC, Will Become a Wholly Owned Subsidiary of IntercontinentalExchange, Inc. January 24, 2014. Pursuant to Section 19(b)(1) 1 of the U.S. Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), and Rule 19b–4 thereunder,2 notice is hereby given that on January 22, 2014, NYSE Arca, Inc. (‘‘NYSE Arca’’) filed 8 15 U.S.C. 78q–1. U.S.C. 78s(b)(2). 10 In approving the proposed rule change, the Commission considered the proposal’s impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 11 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 9 15 PO 00000 Frm 00126 Fmt 4703 Sfmt 4703 4989 with the U.S. Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which items have been prepared substantially by NYSE Arca. 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 A. Overview of the Proposed Merger NYSE Arca, a Delaware corporation, registered national securities exchange and self-regulatory organization, is submitting this rule filing (the ‘‘Proposed Rule Change’’) to the U.S. Securities and Exchange Commission (the ‘‘Commission’’) in connection with the contribution by IntercontinentalExchange Group, Inc., a Delaware corporation (‘‘ICE Group’’), of its 100% membership interest in NYSE Euronext Holdings LLC, a Delaware limited liability company (‘‘NYX Holdings’’), which is an indirect owner of a 100% interest in NYSE Arca, to another wholly owned subsidiary of ICE Group, IntercontinentalExchange, Inc., a Delaware corporation (‘‘ICE Inc.’’). NYX Holdings owns 100% of the equity interest of NYSE Group, Inc., a Delaware corporation (‘‘NYSE Group’’), which in turn directly or indirectly owns (1) 100% of the equity interest of three registered national securities exchanges and self-regulatory organizations (together, the ‘‘NYSE Exchanges’’)—the New York Stock Exchange, LLC (the ‘‘Exchange’’), NYSE Arca, and NYSE MKT LLC (‘‘NYSE MKT’’)—and (2) 100% of the equity interest of NYSE Market (DE), Inc. (‘‘NYSE Market’’), NYSE Regulation, Inc. (‘‘NYSE Regulation’’), NYSE Arca L.L.C., NYSE Arca Equities, Inc. (‘‘NYSE Arca Equities’’) and NYSE Amex Options LLC (‘‘NYSE Amex Options’’) (the NYSE Exchanges, together with (x) NYSE Market, NYSE Regulation, NYSE Arca L.L.C., NYSE Arca Equities and NYSE Amex Options and (y) any similar U.S. regulated entity acquired, owned or created after the date hereof, the ‘‘U.S. Regulated Subsidiaries’’ and each, a ‘‘U.S. Regulated Subsidiary’’). Each of the Exchange and NYSE MKT will be separately filing a proposed rule change in connection with the matters addressed herein that will be substantially the same as the Proposed Rule Change. Upon completion of ICE Group’s contribution to ICE Inc. of 100% of NYX Holdings (the ‘‘Transfer’’), each U.S. Regulated Subsidiary will become an E:\FR\FM\30JAN1.SGM 30JAN1

Agencies

[Federal Register Volume 79, Number 20 (Thursday, January 30, 2014)]
[Notices]
[Pages 4988-4989]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-01812]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71396; File No. SR-OCC-2013-18]


Self-Regulatory Organizations; The Options Clearing Corporation; 
Order Approving Proposed Rule Change Concerning the Governance 
Committee Charter

January 24, 2014.

I. Introduction

    On November 26, 2013, The Options Clearing Corporation (``OCC'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change SR-OCC-2013-18 pursuant to Section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 
thereunder.\2\ The proposed rule change was published for comment in 
the Federal Register on December 16, 2013.\3\ The Commission received 
no comment letters on the proposed rule change. For the reasons 
discussed below, the Commission is granting approval of the proposed 
rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4. OCC also filed the proposed change as an 
advance notice under Section 806(e)(1) of Title VIII of the Dodd-
Frank Wall Street Reform and Consumer Protection Act titled the 
Payment, Clearing, and Settlement Supervision Act of 2010. 12 U.S.C. 
5465(e)(1). The Commission published notice of the advance notice on 
December 16, 2013. See Release No. 34-71803 (Dec. 16, 2013), 78 FR 
77181 (Dec. 20, 2013) (SR-OCC-2013-807).
    \3\ See Securities Exchange Act Release No. 71030 (Dec. 11, 
2013), 78 FR 76182 (Dec. 16, 2013) (SR-OCC-2013-18).
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II. Description

    This proposed rule change concerns OCC's Board of Directors 
(``Board'') formation of a Governance Committee (``GC'') and the GC 
Charter. The stated purpose of the GC is to review the overall 
corporate governance of OCC and recommend improvements to OCC's Board. 
The GC Charter describes the role the GC plays in assisting the Board 
in fulfilling its responsibilities, as described in OCC's By-Laws and 
Rules, as well as specifying the policies and procedures governing the 
membership and organization, scope of authority, and specific functions 
and responsibilities of the GC. In addition, the guidelines for the 
composition of the GC as well as the policies regarding its meeting 
schedule, quorum rules, minute-keeping and reporting requirements are 
set forth in the GC Charter and conform to applicable requirements 
specified in OCC's By-Laws and Rules.
    The GC is composed of not fewer than five Directors with at least 
one Public Director, one Exchange Director, and one Member Director. 
Management Directors will not be members of the GC. The Board will 
designate a GC Chair and if the Chair is not present at a meeting, the 
members who are present will designate a member to serve as the Acting 
Chair. The GC will meet at least four times a year and a majority of 
the GC members constitutes a quorum. The GC is permitted to call 
executive sessions from which guests of the GC may be excluded, and GC 
members are permitted to participate in all meetings by conference 
telephone call or other means of communication that permit all meeting 
participants to hear each other. The GC Chair, or the Chair's designee, 
will report regularly to the Board on the GC's activities.
    The GC Charter sets forth certain functions and responsibilities 
for the GC including, but not limited to, the

[[Page 4989]]

following: review the composition of the Board as a whole, including 
the Board's balance of participant and non-participant directors, 
business specialization, technical skills, diversity and other desired 
qualifications; review the Board's Charter for consistency with 
regulatory requirements, transparency of the governance process and 
other sound governance practice and recommend changes to the Board, 
where appropriate; review the committee structure of the Board, 
including the GC, and recommend changes to the Board, where 
appropriate; review OCC's policies and procedures for identifying and 
reviewing Board nominee candidates, including the criteria for Board 
nominees; develop and recommend to the Board a periodic process of 
self-evaluation of the role and performance of the Board, its 
committees and management in the governance of OCC; review OCC's 
policies on conflicts of interest of directors, including the OCC 
Directors Code of Conduct and recommend changes, where appropriate; and 
review OCC's new director orientation program as well as OCC's training 
and education programs for Board members and recommend changes, where 
appropriate. In addition to the foregoing, the GC may undertake other 
activities, as appropriate, or as may be delegated to it by the Board. 
In discharging its role, the GC shall confer with management and other 
employees of OCC to the extent the GC deems it necessary to fulfill its 
duties.\4\
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    \4\ The GC, subject to the approval of the Board, is permitted 
to hire specialists or rely on outside advisors or specialists to 
assist it in carrying out the GC's activities. The GC has the 
authority to approve the fees and retention terms of such advisors 
and specialists.
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III. Discussion

    Section 19(b)(2)(C) of the Act directs the Commission to approve a 
proposed rule change of a self-regulatory organization if it finds that 
the proposed rule change is consistent with the requirements of the 
Act.\5\ Section 17A(b)(3)(F) of the Act requires that the rules of a 
clearing agency be designed to protect investors and the public 
interest.\6\ Rule 17Ad-22(d)(8) requires clearing agencies to 
establish, implement, maintain, and enforce written policies and 
procedures reasonably designed to have governance arrangements that are 
clear and transparent to fulfill the public interest requirements in 
Section 17A of the Act.\7\
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    \5\ 15 U.S.C. 78s(b)(2)(C).
    \6\ 15 U.S.C. 78q-1(b)(3)(F).
    \7\ 17 CFR 240.17Ad-22(d)(8).
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    The Commission finds that the proposed rule change is consistent 
with Section 17A(b)(3)(F) of the Act and Rule 17Ad-22(d)(8) thereunder. 
By reviewing and recommending improvements to OCC's governance 
structure, the GC and the GC Charter may help ensure that OCC's 
governance structure is designed to protect investors and the public 
interest. In addition, by way of clarifying the duties and operations 
of the GC the GC Charter may help OCC establish, implement, maintain, 
and enforce policies and procedures reasonably designed to have 
governance arrangements that are clear and transparent.

IV. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposal is consistent with the requirements of the Act and in 
particular with the requirements of Section 17A of the Act \8\ and the 
rules and regulations thereunder.
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    \8\ 15 U.S.C. 78q-1.
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    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\9\ that the proposed rule change (File No. SR-OCC-2013-18) be and 
hereby is approved.\10\
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    \9\ 15 U.S.C. 78s(b)(2).
    \10\ In approving the proposed rule change, the Commission 
considered the proposal's impact on efficiency, competition, and 
capital formation. 15 U.S.C. 78c(f).

    For the Commission by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-01812 Filed 1-29-14; 8:45 am]
BILLING CODE 8011-01-P
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