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]


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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
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