Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change to Amend the Seventh Amended and Restated Operating Agreement of the New York Stock Exchange LLC., 23057-23059 [2015-09497]
Download as PDF
Federal Register / Vol. 80, No. 79 / Friday, April 24, 2015 / Notices
at: https://www.nrc.gov/public-involve/
public-meetings/schedule.html.
*
*
*
*
*
The NRC provides reasonable
accommodation to individuals with
disabilities where appropriate. If you
need a reasonable accommodation to
participate in these public meetings, or
need this meeting notice or the
transcript or other information from the
public meetings in another format (e.g.
braille, large print), please notify
Kimberly Meyer, NRC Disability
Program Manager, at 301–287–0727, by
videophone at 240–428–3217, or by
email at Kimberly.Meyer-Chambers@
nrc.gov. Determinations on requests for
reasonable accommodation will be
made on a case-by-case basis.
*
*
*
*
*
Members of the public may request to
receive this information electronically.
If you would like to be added to the
distribution, please contact the Nuclear
Regulatory Commission, Office of the
Secretary, Washington, DC 20555 (301–
415–1969), or email
Brenda.Akstulewicz@nrc.gov or
Patricia.Jimenez@nrc.gov.
Dated: April 22, 2015.
Glenn Ellmers,
Policy Coordinator, Office of the Secretary.
[FR Doc. 2015–09707 Filed 4–22–15; 04:15 pm]
BILLING CODE 7590–01–P
RAILROAD RETIREMENT BOARD
tkelley on DSK3SPTVN1PROD with NOTICES
Actuarial Advisory Committee With
Respect to the Railroad Retirement
Account; Notice of Public Meeting
Notice is hereby given in accordance
with Public Law 92–463 that the
Actuarial Advisory Committee will hold
a meeting on May 28, 2015, at 10:00
a.m. at the office of the Chief Actuary of
the U.S. Railroad Retirement Board, 844
North Rush Street, Chicago, Illinois, on
the conduct of the 26th Actuarial
Valuation of the Railroad Retirement
System. The agenda for this meeting
will include a discussion of the results
and presentation of the 26th Actuarial
Valuation. The text and tables which
constitute the Valuation will have been
prepared in draft form for review by the
Committee. It is expected that this will
be the last meeting of the Committee
before publication of the Valuation.
The meeting will be open to the
public. Persons wishing to submit
written statements or make oral
presentations should address their
communications or notices to the RRB
Actuarial Advisory Committee, c/o
Chief Actuary, U.S. Railroad Retirement
VerDate Sep<11>2014
17:30 Apr 23, 2015
Jkt 235001
Board, 844 North Rush Street, Chicago,
Illinois 60611–2092.
Dated: April 20, 2015.
For The Board.
Martha P. Rico,
Secretary to the Board.
[FR Doc. 2015–09513 Filed 4–23–15; 8:45 am]
BILLING CODE P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–74766; File No. SR–NYSE–
2015–16]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing of Proposed Rule Change to
Amend the Seventh Amended and
Restated Operating Agreement of the
New York Stock Exchange LLC.
April 20, 2015
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on April 6,
2015, New York Stock Exchange LLC
(‘‘NYSE’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the selfregulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to proposes
[sic] to amend the Seventh Amended
and Restated Operating Agreement
(‘‘Operating Agreement’’) of the
Exchange to remove the requirement
that the independent directors that
make up the majority of the board of
directors of the Exchange (the ‘‘Board’’)
also be directors of Intercontinental
Exchange, Inc., the Exchange’s parent
company. The text of the proposed rule
change is available on the Exchange’s
Web site at www.nyse.com, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
PO 00000
Frm 00091
Fmt 4703
Sfmt 4703
23057
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend the
Operating Agreement of the Exchange to
remove the requirement that the
independent directors making up the
majority of the Board also be directors
of Intercontinental Exchange, Inc.
(‘‘ICE’’), the Exchange’s parent.
Section 2.03(a)(i) of the Operating
Agreement, which governs board
composition, provides that a majority of
the Exchange’s directors shall be U.S.
persons 4 who are members of the board
of directors of ICE that satisfy the
Exchange’s independence
requirements.5 Such directors are
defined as ‘‘ICE Independent Directors’’
in the Operating Agreement. The
Exchange proposes to amend Section
2.03(a)(i) of the Operating Agreement to
remove the requirement that the
independent directors making up the
majority of the Board also be directors
of ICE, to redefine ‘‘ICE Independent
Directors’’ to remove the reference to
ICE, and to make conforming changes in
both Section 2.03(a)(i) and Section
2.03(a)(ii). The majority of directors of
the Exchange board would continue to
satisfy the company independence
policy [sic]
The Exchange believes that
eliminating the requirement that the
independent directors of the Exchange
4 Pursuant to Section 2.03(a)(1) of the Operating
Agreement, a director is a ‘‘U.S. Person’’ if, as of
the date of his or her most recent election or
appointment to the Board, his or her domicile is,
and for the immediately preceding 24 months has
been, the United States. The Exchange does not
propose to amend this requirement.
5 The Exchange’s independence requirements are
set forth in the Independence Policy of the Board
of Directors of the Exchange. See Securities
Exchange Act Release No. 67564 (August 1, 2012),
77 FR 47161 (August 7, 2012) (SR–NYSE–2012–17;
SR–NYSEArca–2012–59; SR–NYSEMKT–2012–07)
(approving NYSE’s director independence policy).
E:\FR\FM\24APN1.SGM
24APN1
23058
Federal Register / Vol. 80, No. 79 / Friday, April 24, 2015 / Notices
also be directors of ICE will allow the
Exchange to broaden the pool of
potential Board members, resulting in a
more diversified Board membership
while still ensuring the directors’
independence. Eliminating the
requirement that the independent
directors of the Exchange also be
directors of ICE will also make the
Exchange’s board requirements more
consistent with those of its affiliate
NYSE Arca, Inc. (‘‘NYSE Arca’’) which
does not require any of its directors to
be directors of ICE.6
tkelley on DSK3SPTVN1PROD with NOTICES
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Exchange Act 7 in
general, and with Section 6(b)(1) 8 in
particular, in that it enables the
Exchange to be so organized as to have
the capacity to be able to carry out the
purposes of the Exchange Act and to
comply, and to enforce compliance by
its exchange members and persons
associated with its exchange members,
with the provisions of the Exchange Act,
the rules and regulations thereunder,
and the rules of the Exchange.
The proposed change would remove
the requirement that the independent
directors that make up the majority of
the Exchange Board also be ICE
directors and would redefine ‘‘ICE
Independent Directors’’ to remove the
reference to ICE. As noted above, the
proposed change would allow the
Exchange to broaden the pool of
potential Board members, resulting in a
more diversified Board membership
while still ensuring their independence,
and would make the Exchange’s board
requirements more consistent with its
affiliate NYSE Arca, which does not
require its directors to be ICE directors.
For these reasons, the Exchange believes
that the proposed rule change would
contribute to the orderly operation of
the Exchange and would enable the
Exchange to be so organized as to have
the capacity to carry out the purposes of
the Exchange Act and comply and
enforce compliance with the provisions
of the Exchange Act by its members and
persons associated with its members.
The Exchange therefore believes that
approval of the proposed is consistent
with Section 6(b)(1) of the Act.
6 See Amended and Restated NYSE Arca Bylaws,
Article III, Section 3.02. The Exchange notes that its
NYSE MKT affiliate has also submitted a proposal
to amend its Operating Agreement to remove the
requirement that the independent directors that
make up the majority of the Exchange Board also
be directors of ICE, and to redefine ‘‘ICE
Independent Directors’’ to remove the reference to
ICE. See SR–NYSEMKT–2015–27.
7 15 U.S.C. 78f(b).
8 15 U.S.C. 78f(b)(1).
VerDate Sep<11>2014
17:30 Apr 23, 2015
Jkt 235001
The Exchange also believes that this
filing furthers the objectives of Section
6(b)(5) of the Exchange Act 9 because the
proposed rule change would be
consistent with and facilitate a
governance and regulatory structure that
is designed to prevent fraudulent and
manipulative acts and practices, to
promote just and equitable principles of
trade, to foster cooperation and
coordination with persons engaged in
regulating, clearing, settling, processing
information with respect to, and
facilitating transactions in securities, 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 Exchange believes
that eliminating the requirement that
the independent directors of the
Exchange also be directors of ICE will
allow the Exchange to have a more
diverse board of directors because not
all of the independent directors will
have to be directors of ICE, while still
ensuring their independence. The
Exchange believes that the proposed
rule change is therefore consistent with
and facilitates a governance and
regulatory structure that furthers the
objectives of Section 6(b)(5) of the Act.
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 that is not
necessary or appropriate in furtherance
of the purposes of the Exchange Act.
The proposed rule change is not
intended to address competitive issues
but rather is concerned solely with the
administration and functioning of the
Exchange’s board of directors.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were solicited
or received with respect to the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or up to 90 days (i) as the
Commission may designate if it finds
such longer period to be appropriate
and publishes its reasons for so finding
or (ii) as to which the self-regulatory
organization consents, the Commission
will:
9 15
PO 00000
U.S.C. 78f(b)(5).
Frm 00092
Fmt 4703
Sfmt 4703
(A) by order approve or disapprove
the proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSE–2015–16 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Brent J. Fields, Secretary, Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NYSE–2015–16. 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 will also be available for
inspection and copying at the NYSE’s
principal office and on its Internet Web
site at www.nyse.com. 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–
2015–16 and should be submitted on or
before May 15, 2015.
E:\FR\FM\24APN1.SGM
24APN1
Federal Register / Vol. 80, No. 79 / Friday, April 24, 2015 / Notices
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.10
Brent J. Fields,
Secretary.
[FR Doc. 2015–09497 Filed 4–23–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–480, OMB Control No.
3235–0537]
Proposed Collection; Comment
Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE., Washington, DC
20549–2736.
tkelley on DSK3SPTVN1PROD with NOTICES
Extension:
Regulation S–P.
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the existing collection of information
provided for in the privacy notice and
opt out notice provisions of Regulation
S–P—Privacy of Consumer Financial
Information (17 CFR part 248, subpart
A) under the Securities Exchange Act of
1934 (‘‘Exchange Act’’) (15 U.S.C. 78a et
seq.). The Commission plans to submit
this existing collection of information to
the Office of Management and Budget
(‘‘OMB’’) for extension and approval.
The privacy notice and opt out notice
provisions of Regulation S–P (the
‘‘Rule’’) implement the privacy notice
and opt out notice requirements of Title
V of the Gramm-Leach-Bliley Act
(‘‘GLBA’’), which include the
requirement that at the time of
establishing a customer relationship
with a consumer and not less than
annually during the continuation of
such relationship, a financial institution
shall provide a clear and conspicuous
disclosure to such consumer of such
financial institution’s policies and
practices with respect to disclosing
nonpublic personal information to
affiliates and nonaffiliated third parties
(‘‘privacy notice’’). Title V of the GLBA
also provides that, unless an exception
applies, a financial institution may not
disclose nonpublic personal information
of a consumer to a nonaffiliated third
party unless the financial institution
clearly and conspicuously discloses to
the consumer that such information may
10 17
CFR 200.30–3(a)(12).
VerDate Sep<11>2014
17:30 Apr 23, 2015
Jkt 235001
be disclosed to such third party; the
consumer is given the opportunity,
before the time that such information is
initially disclosed, to direct that such
information not be disclosed to such
third party; and the consumer is given
an explanation of how the consumer can
exercise that nondisclosure option (‘‘opt
out notice’’). The Rule applies to brokerdealers, investment advisers registered
with the Commission, and investment
companies (‘‘covered entities’’).
Commission staff estimates that, as of
December 31, 2014, the Rule’s
information collection burden applies to
approximately 19,876 covered entities
(approximately 4,267 broker-dealers,
11,508 investment advisers registered
with the Commission and 4,101
investment companies). In view of (a)
the minimal recordkeeping burden
imposed by the Rule (since the Rule has
no recordkeeping requirement and
records relating to customer
communications already must be made
and retained pursuant to other SEC
rules); (b) the summary fashion in
which information must be provided to
customers in the privacy and opt out
notices required by the Rule (the model
privacy form adopted by the SEC and
the other agencies in 2009, designed to
serve as both a privacy notice and an
opt out notice, is only two pages); (c) the
availability to covered entities of the
model privacy form and online model
privacy form builder; and (d) the
experience of covered entities’ staff with
the notices, SEC staff estimates that
covered entities will each spend an
average of approximately 12 hours per
year complying with the Rule, for a total
of approximately 238,512 annual
burden-hours (12 × 19,876 = 238,512).
SEC staff understands that the vast
majority of covered entities deliver their
privacy and opt out notices with other
communications such as account
opening documents and account
statements. Because the other
communications are already delivered
to consumers, adding a brief privacy
and opt out notice should not result in
added costs for processing or for postage
and materials. Also, privacy and opt out
notices may be delivered electronically
to consumers who have agreed to
electronic communications, which
further reduces the costs of delivery.
Because SEC staff assumes that most
paper copies of privacy and opt out
notices are combined with other
required mailings, the burden-hour
estimates above are based on resources
required to integrate the privacy and opt
notices into another mailing, rather than
on the resources required to create and
send a separate mailing. SEC staff
PO 00000
Frm 00093
Fmt 4703
Sfmt 4703
23059
estimates that, of the estimated 12
annual burden-hours incurred,
approximately 8 hours would be spent
by administrative assistants at an hourly
rate of $74, and approximately 4 hours
would be spent by internal counsel at an
hourly rate of $380, for a total
annualized internal cost of compliance
of $2,112 for each of the covered entities
(8 × $74 = $592; 4 × $380 = $1,520; $592
+ $1,520 = $2,112). Hourly cost of
compliance estimates for administrative
assistant time are derived from the
Securities Industry and Financial
Markets Association’s Office Salaries in
the Securities Industry 2013, modified
by SEC staff to account for an 1,800hour work-year and multiplied by 2.93
to account for bonuses, firm size,
employee benefits and overhead. Hourly
cost of compliance estimates for internal
counsel time are derived from the
Securities Industry and Financial
Markets Association’s Management &
Professional Earnings in the Securities
Industry 2013, modified by SEC staff to
account for an 1,800-hour work-year
and multiplied by 5.35 to account for
bonuses, firm size, employee benefits,
and overhead. Accordingly, SEC staff
estimates that the total annualized
internal cost of compliance for the
estimated total hour burden for the
approximately 19,876 covered entities
subject to the Rule is approximately
$41,978,112 ($2,112 × 19,876 =
$41,978,112).
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimates of the burden of the proposed
collection of information on
respondents; (c) ways to enhance the
quality, utility, and clarity of the
information to be collected; and (d)
ways to minimize the burden of the
collection of information on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Consideration will be given to
comments and suggestions submitted in
writing within 60 days of this
publication.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
Please direct your written comments
to: Pamela Dyson, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE., Washington,
E:\FR\FM\24APN1.SGM
24APN1
Agencies
[Federal Register Volume 80, Number 79 (Friday, April 24, 2015)]
[Notices]
[Pages 23057-23059]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-09497]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-74766; File No. SR-NYSE-2015-16]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change to Amend the Seventh Amended
and Restated Operating Agreement of the New York Stock Exchange LLC.
April 20, 2015
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on April 6, 2015, New York Stock Exchange LLC (``NYSE'' or
the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I,
II, and III below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to proposes [sic] to amend the Seventh
Amended and Restated Operating Agreement (``Operating Agreement'') of
the Exchange to remove the requirement that the independent directors
that make up the majority of the board of directors of the Exchange
(the ``Board'') also be directors of Intercontinental Exchange, Inc.,
the Exchange's parent company. The text of the proposed rule change is
available on the Exchange's Web site at www.nyse.com, at the principal
office of the Exchange, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend the Operating Agreement of the
Exchange to remove the requirement that the independent directors
making up the majority of the Board also be directors of
Intercontinental Exchange, Inc. (``ICE''), the Exchange's parent.
Section 2.03(a)(i) of the Operating Agreement, which governs board
composition, provides that a majority of the Exchange's directors shall
be U.S. persons \4\ who are members of the board of directors of ICE
that satisfy the Exchange's independence requirements.\5\ Such
directors are defined as ``ICE Independent Directors'' in the Operating
Agreement. The Exchange proposes to amend Section 2.03(a)(i) of the
Operating Agreement to remove the requirement that the independent
directors making up the majority of the Board also be directors of ICE,
to redefine ``ICE Independent Directors'' to remove the reference to
ICE, and to make conforming changes in both Section 2.03(a)(i) and
Section 2.03(a)(ii). The majority of directors of the Exchange board
would continue to satisfy the company independence policy [sic]
---------------------------------------------------------------------------
\4\ Pursuant to Section 2.03(a)(1) of the Operating Agreement, a
director is a ``U.S. Person'' if, as of the date of his or her most
recent election or appointment to the Board, his or her domicile is,
and for the immediately preceding 24 months has been, the United
States. The Exchange does not propose to amend this requirement.
\5\ The Exchange's independence requirements are set forth in
the Independence Policy of the Board of Directors of the Exchange.
See Securities Exchange Act Release No. 67564 (August 1, 2012), 77
FR 47161 (August 7, 2012) (SR-NYSE-2012-17; SR-NYSEArca-2012-59; SR-
NYSEMKT-2012-07) (approving NYSE's director independence policy).
---------------------------------------------------------------------------
The Exchange believes that eliminating the requirement that the
independent directors of the Exchange
[[Page 23058]]
also be directors of ICE will allow the Exchange to broaden the pool of
potential Board members, resulting in a more diversified Board
membership while still ensuring the directors' independence.
Eliminating the requirement that the independent directors of the
Exchange also be directors of ICE will also make the Exchange's board
requirements more consistent with those of its affiliate NYSE Arca,
Inc. (``NYSE Arca'') which does not require any of its directors to be
directors of ICE.\6\
---------------------------------------------------------------------------
\6\ See Amended and Restated NYSE Arca Bylaws, Article III,
Section 3.02. The Exchange notes that its NYSE MKT affiliate has
also submitted a proposal to amend its Operating Agreement to remove
the requirement that the independent directors that make up the
majority of the Exchange Board also be directors of ICE, and to
redefine ``ICE Independent Directors'' to remove the reference to
ICE. See SR-NYSEMKT-2015-27.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act \7\ in general, and with Section
6(b)(1) \8\ in particular, in that it enables the Exchange to be so
organized as to have the capacity to be able to carry out the purposes
of the Exchange Act and to comply, and to enforce compliance by its
exchange members and persons associated with its exchange members, with
the provisions of the Exchange Act, the rules and regulations
thereunder, and the rules of the Exchange.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------
The proposed change would remove the requirement that the
independent directors that make up the majority of the Exchange Board
also be ICE directors and would redefine ``ICE Independent Directors''
to remove the reference to ICE. As noted above, the proposed change
would allow the Exchange to broaden the pool of potential Board
members, resulting in a more diversified Board membership while still
ensuring their independence, and would make the Exchange's board
requirements more consistent with its affiliate NYSE Arca, which does
not require its directors to be ICE directors. For these reasons, the
Exchange believes that the proposed rule change would contribute to the
orderly operation of the Exchange and would enable the Exchange to be
so organized as to have the capacity to carry out the purposes of the
Exchange Act and comply and enforce compliance with the provisions of
the Exchange Act by its members and persons associated with its
members. The Exchange therefore believes that approval of the proposed
is consistent with Section 6(b)(1) of the Act.
The Exchange also believes that this filing furthers the objectives
of Section 6(b)(5) of the Exchange Act \9\ because the proposed rule
change would be consistent with and facilitate a governance and
regulatory structure that is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in regulating, clearing, settling, processing
information with respect to, and facilitating transactions in
securities, 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 Exchange believes that
eliminating the requirement that the independent directors of the
Exchange also be directors of ICE will allow the Exchange to have a
more diverse board of directors because not all of the independent
directors will have to be directors of ICE, while still ensuring their
independence. The Exchange believes that the proposed rule change is
therefore consistent with and facilitates a governance and regulatory
structure that furthers the objectives of Section 6(b)(5) of the Act.
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
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 that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act. The proposed rule
change is not intended to address competitive issues but rather is
concerned solely with the administration and functioning of the
Exchange's board of directors.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or up to 90 days (i) as the Commission may designate
if it finds such longer period to be appropriate and publishes its
reasons for so finding or (ii) as to which the self-regulatory
organization consents, the Commission will:
(A) by order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-NYSE-2015-16 on the subject line.
Paper Comments
Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2015-16. 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 will also be available
for inspection and copying at the NYSE's principal office and on its
Internet Web site at www.nyse.com. 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-2015-16 and should be submitted on or before May
15, 2015.
[[Page 23059]]
---------------------------------------------------------------------------
\10\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
Brent J. Fields,
Secretary.
[FR Doc. 2015-09497 Filed 4-23-15; 8:45 am]
BILLING CODE 8011-01-P