Self-Regulatory Organizations; ICE Clear Europe Limited; Order Approving Proposed Rule Change Relating to Amendments to the ICE Clear Europe Limited Articles of Association, 31648-31649 [2017-14246]
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31648
Federal Register / Vol. 82, No. 129 / Friday, July 7, 2017 / Notices
supported the draft amendments,27 and
one commenter suggested that the
MSRB could easily separate Rule G–
21(e) from the rest of Rule G–21, if
necessary.28 Specifically, commenters
expressed support for the proposed rule
change’s use of hyperlinks,
harmonization of Rule G–21(e) with the
advertising rules of other financial
regulators, and enhanced out-of-state
disclosure. The MSRB summarizes the
comments received relating to the
proposed rule change in the four
comment letters by topic below.
A. Hyperlinks
Fidelity and SIFMA expressed
support for the use of hyperlinks to
provide more current performance
information.29 The MSRB appreciates
Fidelity’s and SIFMA’s support for the
proposed rule change and their
suggestion concerning the expanded use
of hyperlinks. The Board anticipates
that it will continue to explore the use
of hyperlinks in other areas of its rule
book.
B. Harmonization With Other Financial
Regulations
FSI supported the proposed rule
change’s harmonization with the SEC’s
advertising rules applicable to mutual
funds.30
C. Out-of-State Disclosure
SI supported the enhanced out-ofstate disclosure. SI commented that the
‘‘added detail and clarity’’ will enhance
the value of 529 college savings plans
for investors and advisors, because the
disclosure will assist the reader in more
fully understanding what the other
benefits may be of investing in a 529
college savings plan offered by the
27 See,
e.g., FSI letter at 2.
SIFMA letter at 8 (‘‘[t]his section can be
easily separated from the rest of the rule, if
necessary’’).
29 Specifically, Fidelity stated:
We fully support these draft amendments and
believe that hyperlinks are a commonly used
method of communication, well understood by
investors, through which investors can obtain
additional details on facts that matter to them.
See Fidelity letter at 3.
Similarly, SIFMA stated that, ‘‘SIFMA and its
members support the ability to use hyperlinks in
this rule . . . .’’ See SIFMA letter at 8.
30 Specifically, FSI stated:
I. FSI strongly supports efforts to harmonize Rule
G–21 with other financial regulations
. . . The Proposed Rule also amends Rule G–
21(e) to incorporate the provisions included in the
SEC’s amendments to its registered investment
company advertising rules. The draft amendments
to Rule G–21(e) replace the money market mutual
fund disclosure required by current Rule G–21 with
a modified version of the money market mutual
fund disclosure currently required by SEC rules.
See FSI letter at 2.
asabaliauskas on DSKBBXCHB2PROD with NOTICES
28 See
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22:45 Jul 06, 2017
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investor’s or the designated
beneficiary’s home state.31
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 within such longer period of
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
such 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–
MSRB–2017–04 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549.
All submissions should refer to File
Number SR–MSRB–2017–04. 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
stated, in part, that:
Strategic Insight appreciates the higher level of
detail and clarity by expanding the description of
‘‘other benefits’’ to include reference to ‘‘such as
financial aid, scholarship funds, and protection
from creditors’’ as these are important factors that
investors often overlook. By expanding the
description, 529s will also be easier to understand
which encourages use of the product. Ultimately,
the added detail and clarity will enhance the value
of 529s for investors and advisors, as they may not
have been able to identify what the ‘‘other benefits’’
were referencing previously.
See SI letter.
PO 00000
31 SI
Frm 00101
Fmt 4703
Sfmt 4703
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 also will be available for
inspection and copying at the principal
office of the MSRB. 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–MSRB–
2017–04 and should be submitted on or
before July 28, 2017.
For the Commission, pursuant to delegated
authority.32
Brent J. Fields,
Secretary.
[FR Doc. 2017–14240 Filed 7–6–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–81068; File No. SR–ICEEU–
2017–007]
Self-Regulatory Organizations; ICE
Clear Europe Limited; Order Approving
Proposed Rule Change Relating to
Amendments to the ICE Clear Europe
Limited Articles of Association
June 30, 2017.
I. Introduction
On May 2, 2017, ICE Clear Europe
Limited (‘‘ICE Clear Europe’’), filed with
the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’),1 and
Rule 19b–4 thereunder,2 a proposed rule
change (SR–ICEEU–2017–007) to amend
its Articles of Association. The
proposed rule change was published for
comment in the Federal Register on
May 19, 2017.3 The Commission
received no comment letters regarding
32 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 Securities Exchange Act Release No. 34–80674
(May 19, 2017), 82 FR 23080 (May 19, 2017) (SR–
ICEEU–2017–007) (the ‘‘Notice’’).
1 15
E:\FR\FM\07JYN1.SGM
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Federal Register / Vol. 82, No. 129 / Friday, July 7, 2017 / Notices
the proposed change. For the reasons
discussed below, the Commission is
approving the proposed rule change.
asabaliauskas on DSKBBXCHB2PROD with NOTICES
II. Description of the Proposed Rule
Change
As more fully described in the Notice,
the proposed rule change seeks to
amend the Articles of Association,
among other things, to update the
Articles to add definitions that reflect
ICE Clear Europe’s existing committees,
change the minimum number of
directors from two to six, provide for
selection of replacement or additional
directors by the Nominations
Committee, make use of a Senior
Independent Director appointed in
accordance with the UK Corporate
Governance Code, stagger the retirement
or rotation of independent directors (the
provisions for the retirement or rotation
of CDS directors will not change),
explicitly provide that directors appoint
members of relevant committees, which
operate under their own terms of
reference, require independent directors
to disclose to the Board of Directors all
other directorships that they hold both
prior to appointment and on an ongoing
basis, adopt new procedures identifying
and addressing conflicts of interest of
directors with respect to both
transactions with ICE Clear Europe
where a director has an interest and
matters in the ordinary course in which
directors’ interests are affected (i.e.,
directors affiliated with clearing
members), make clarifications to notice
waiver requirements, and require a
written record of all unanimous or
majority decisions of the directors for at
least ten years. Additionally, ICE Clear
Europe proposed other non-substantive
corrections and clarifications to the
Articles of Association. For example,
various references to persons have been
revised to be gender-neutral, and
various articles have been renumbered
in light of the changes discussed above.
III. Discussion and Commission
Findings
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 such
proposed rule change is consistent with
the requirements of the Act and the
rules and regulations thereunder
applicable to such organization.4
Section 17A(b)(3)(C) of the Act
requires,5 among other things, that the
rules of a clearing agency 6 assure a fair
U.S.C. 78s(b)(2)(C).
U.S.C. 78q–1(b)(3)(C).
6 The ‘‘rules of a clearing agency’’ include its
articles of incorporation and bylaws. 15 U.S.C.
78c(a)(27).
representation of its participants in the
selection of its directors and
administration of its affairs. Section
17A(b)(3)(F) of the Act requires,7 among
other things, that the rules of a
registered clearing agency be designed
to promote the prompt and accurate
clearance and settlement of securities
transactions and, to the extent
applicable, derivative agreements,
contracts, and transactions, to assure the
safeguarding of securities and funds
which are in the custody or control of
the clearing agency or for which it is
responsible and, in general, to protect
investors and the public interest. Rule
17Ad–22(e)(2) requires that a covered
clearing agency 8 shall establish,
implement, maintain and enforce
written policies and procedures
reasonably designed to provide for
governance arrangements that are clear
and transparent; clearly prioritize the
safety and efficiency of the covered
clearing agency; support the public
interest requirements in Section 17A of
the Act; establish that the board of
directors and senior management have
appropriate experience and skills to
discharge their duties and
responsibilities; specify clear and direct
lines of responsibility; and consider the
interests of participants’ customers,
securities issuers and holders, and other
relevant stakeholders of the covered
clearing agency.9
The Commission finds that the
proposed rule change is consistent with
Section 17A of the Act and Rule 17Ad–
22 thereunder. In particular, the
Commission finds that the amendments
will clarify aspects of ICE Clear Europe’s
governance framework and thus, in ICE
Clear Europe’s view, facilitate the
efficient operation of the clearing house
and the prompt and accurate clearance
and settlement of transactions. The
Commission believes that these
amendments are consistent with ICE
Clear Europe’s obligation to have
governance arrangements that are clear
and transparent, prioritize the safety
and efficiency of the clearing agency,
and support the public interest
requirements in Section 17A of the Act
and the objectives of owners and
participants. Finally, with respect to
potential conflicts of interest concerning
matters in the ordinary course in which
directors’ interests are affected, the
Commission believes that this provision
is consistent with the requirement that
the rules of a clearing agency assure a
fair representation of its participants in
4 15
5 15
VerDate Sep<11>2014
20:56 Jul 06, 2017
Jkt 241001
7 15
U.S.C. 78q–1(b)(3)(F).
17 CFR 240.17Ad–22(a)(5) (defining
‘‘covered clearing agency’’).
9 See 17 CFR 240.17Ad–22(e)(2).
8 See
PO 00000
Frm 00102
Fmt 4703
Sfmt 9990
31649
the administration of its affairs. ICE
Clear Europe has represented that these
provisions are not intended to result in
the recusal or disqualification of
member-affiliated directors as a class,10
but rather could result in recusal on a
case-by-case basis depending on the
conflict. Further, any recusal is not
automatic; rather, ICE Clear Europe’s
shareholders or the remaining directors
have the ability to determine whether
full or limited participation by the
interested director is appropriate.
Moreover, ICE Clear Europe currently
affords members participation in
product risk committees and on the
Board’s Risk Committee.
Relying on these findings and
assurances, the Commission believes
that the proposed rule change is
consistent with Sections 17A(b)(3)(C)
and (F) of the Act,11 and Rule 17Ad–
22(e)(2) thereunder.12
IV. Conclusion
It is therefore ordered pursuant to
Section 19(b)(2) of the Act that the
proposed rule change (SR–ICEEU–2017–
007) be, and hereby is, approved.13
For the Commission by the Division of
Trading and Markets, pursuant to delegated
authority.14
Brent J. Fields,
Secretary.
[FR Doc. 2017–14246 Filed 7–6–17; 8:45 am]
BILLING CODE 8011–01–P
10 In particular, ICE Clear Europe has represented
that the recusal provisions in proposed Article 53
of its Shareholder Articles would not prohibit
member-affiliated directors from participating in
decisions relating to margin levels as a general
matter, decisions to clear new contracts, or other
similar general matters that are applicable to all
members or particular classes of clearing members.
11 15 U.S.C. 78q–1(b)(3)(C) and (F).
12 17 CFR 240.17Ad–22(e)(2).
13 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).
14 17 CFR 200.30–3(a)(12).
E:\FR\FM\07JYN1.SGM
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Agencies
[Federal Register Volume 82, Number 129 (Friday, July 7, 2017)]
[Notices]
[Pages 31648-31649]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-14246]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-81068; File No. SR-ICEEU-2017-007]
Self-Regulatory Organizations; ICE Clear Europe Limited; Order
Approving Proposed Rule Change Relating to Amendments to the ICE Clear
Europe Limited Articles of Association
June 30, 2017.
I. Introduction
On May 2, 2017, ICE Clear Europe Limited (``ICE Clear Europe''),
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ a proposed rule change (SR-
ICEEU-2017-007) to amend its Articles of Association. The proposed rule
change was published for comment in the Federal Register on May 19,
2017.\3\ The Commission received no comment letters regarding
[[Page 31649]]
the proposed change. For the reasons discussed below, the Commission is
approving the proposed rule change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ Securities Exchange Act Release No. 34-80674 (May 19, 2017),
82 FR 23080 (May 19, 2017) (SR-ICEEU-2017-007) (the ``Notice'').
---------------------------------------------------------------------------
II. Description of the Proposed Rule Change
As more fully described in the Notice, the proposed rule change
seeks to amend the Articles of Association, among other things, to
update the Articles to add definitions that reflect ICE Clear Europe's
existing committees, change the minimum number of directors from two to
six, provide for selection of replacement or additional directors by
the Nominations Committee, make use of a Senior Independent Director
appointed in accordance with the UK Corporate Governance Code, stagger
the retirement or rotation of independent directors (the provisions for
the retirement or rotation of CDS directors will not change),
explicitly provide that directors appoint members of relevant
committees, which operate under their own terms of reference, require
independent directors to disclose to the Board of Directors all other
directorships that they hold both prior to appointment and on an
ongoing basis, adopt new procedures identifying and addressing
conflicts of interest of directors with respect to both transactions
with ICE Clear Europe where a director has an interest and matters in
the ordinary course in which directors' interests are affected (i.e.,
directors affiliated with clearing members), make clarifications to
notice waiver requirements, and require a written record of all
unanimous or majority decisions of the directors for at least ten
years. Additionally, ICE Clear Europe proposed other non-substantive
corrections and clarifications to the Articles of Association. For
example, various references to persons have been revised to be gender-
neutral, and various articles have been renumbered in light of the
changes discussed above.
III. Discussion and Commission Findings
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
such proposed rule change is consistent with the requirements of the
Act and the rules and regulations thereunder applicable to such
organization.\4\ Section 17A(b)(3)(C) of the Act requires,\5\ among
other things, that the rules of a clearing agency \6\ assure a fair
representation of its participants in the selection of its directors
and administration of its affairs. Section 17A(b)(3)(F) of the Act
requires,\7\ among other things, that the rules of a registered
clearing agency be designed to promote the prompt and accurate
clearance and settlement of securities transactions and, to the extent
applicable, derivative agreements, contracts, and transactions, to
assure the safeguarding of securities and funds which are in the
custody or control of the clearing agency or for which it is
responsible and, in general, to protect investors and the public
interest. Rule 17Ad-22(e)(2) requires that a covered clearing agency
\8\ shall establish, implement, maintain and enforce written policies
and procedures reasonably designed to provide for governance
arrangements that are clear and transparent; clearly prioritize the
safety and efficiency of the covered clearing agency; support the
public interest requirements in Section 17A of the Act; establish that
the board of directors and senior management have appropriate
experience and skills to discharge their duties and responsibilities;
specify clear and direct lines of responsibility; and consider the
interests of participants' customers, securities issuers and holders,
and other relevant stakeholders of the covered clearing agency.\9\
---------------------------------------------------------------------------
\4\ 15 U.S.C. 78s(b)(2)(C).
\5\ 15 U.S.C. 78q-1(b)(3)(C).
\6\ The ``rules of a clearing agency'' include its articles of
incorporation and bylaws. 15 U.S.C. 78c(a)(27).
\7\ 15 U.S.C. 78q-1(b)(3)(F).
\8\ See 17 CFR 240.17Ad-22(a)(5) (defining ``covered clearing
agency'').
\9\ See 17 CFR 240.17Ad-22(e)(2).
---------------------------------------------------------------------------
The Commission finds that the proposed rule change is consistent
with Section 17A of the Act and Rule 17Ad-22 thereunder. In particular,
the Commission finds that the amendments will clarify aspects of ICE
Clear Europe's governance framework and thus, in ICE Clear Europe's
view, facilitate the efficient operation of the clearing house and the
prompt and accurate clearance and settlement of transactions. The
Commission believes that these amendments are consistent with ICE Clear
Europe's obligation to have governance arrangements that are clear and
transparent, prioritize the safety and efficiency of the clearing
agency, and support the public interest requirements in Section 17A of
the Act and the objectives of owners and participants. Finally, with
respect to potential conflicts of interest concerning matters in the
ordinary course in which directors' interests are affected, the
Commission believes that this provision is consistent with the
requirement that the rules of a clearing agency assure a fair
representation of its participants in the administration of its
affairs. ICE Clear Europe has represented that these provisions are not
intended to result in the recusal or disqualification of member-
affiliated directors as a class,\10\ but rather could result in recusal
on a case-by-case basis depending on the conflict. Further, any recusal
is not automatic; rather, ICE Clear Europe's shareholders or the
remaining directors have the ability to determine whether full or
limited participation by the interested director is appropriate.
Moreover, ICE Clear Europe currently affords members participation in
product risk committees and on the Board's Risk Committee.
---------------------------------------------------------------------------
\10\ In particular, ICE Clear Europe has represented that the
recusal provisions in proposed Article 53 of its Shareholder
Articles would not prohibit member-affiliated directors from
participating in decisions relating to margin levels as a general
matter, decisions to clear new contracts, or other similar general
matters that are applicable to all members or particular classes of
clearing members.
---------------------------------------------------------------------------
Relying on these findings and assurances, the Commission believes
that the proposed rule change is consistent with Sections 17A(b)(3)(C)
and (F) of the Act,\11\ and Rule 17Ad-22(e)(2) thereunder.\12\
---------------------------------------------------------------------------
\11\ 15 U.S.C. 78q-1(b)(3)(C) and (F).
\12\ 17 CFR 240.17Ad-22(e)(2).
---------------------------------------------------------------------------
IV. Conclusion
It is therefore ordered pursuant to Section 19(b)(2) of the Act
that the proposed rule change (SR-ICEEU-2017-007) be, and hereby is,
approved.\13\
---------------------------------------------------------------------------
\13\ 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.\14\
---------------------------------------------------------------------------
\14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Brent J. Fields,
Secretary.
[FR Doc. 2017-14246 Filed 7-6-17; 8:45 am]
BILLING CODE 8011-01-P