Proposed Agency Information Collection Activities; Comment Request, 39845-39847 [2019-17185]
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Federal Register / Vol. 84, No. 155 / Monday, August 12, 2019 / Notices
Board-regulated transfer agent that
transfers and processes a low volume of
securities (a ‘‘low-volume transfer
agent’’) may request an exemption from
those regulations by filing with the
Board a notice (an ‘‘exemption notice’’)
certifying that it qualifies as a lowvolume transfer agent.
Legal authorization and
confidentiality: The FR 4013 is
authorized pursuant to sections 2,
17(a)(3), 17A(c), and 23(a) of the
Securities Exchange Act,3 which, among
other things, authorize the Board to
promulgate regulations and establish
recordkeeping and reporting
requirements with respect to Boardregistered transfer agents.4 The
exemption notice is mandatory for
Board-registered transfer agents seeking
the low-volume exemption. The
obligation to respond for the exemption
notice, therefore, is required to obtain a
benefit. The exemption disqualification
notice is mandatory for a transfer agent
that no longer qualifies for the
exemption. The information collected in
the FR 4013 regarding a Boardregistered transfer agent’s volume of
transactions is public information
through the filing and publication of the
transfer agents’ Form TA–2 with the
SEC. Therefore, individual respondent
data collected by the FR 4013 are not
confidential.
Current actions: On April 30, 2019,
the Board published a notice in the
Federal Register (84 FR 18285)
requesting public comment for 60 days
on the extension, with revision, of the
Notice Claiming Status as an Exempt
Transfer Agent. The FR 4013 is being
revised to account for the existing
regulatory requirement to file an
exemption disqualification notice under
certain circumstances. The comment
period for this notice expired on July 1,
2019. The Board did not receive any
comments. The revisions will be
implemented as proposed.
Board of Governors of the Federal Reserve
System, August 7, 2019.
Michele Taylor Fennell,
Assistant Secretary of the Board.
[FR Doc. 2019–17189 Filed 8–9–19; 8:45 am]
jspears on DSK3GMQ082PROD with NOTICES
BILLING CODE 6210–01–P
3 15
U.S.C. 78b, 78q(a)(3), 78q–1(c), and 78w(a).
the Board also has the authority to
require reports from bank holding companies (12
U.S.C. 1844(c)), savings and loan holding
companies (12 U.S.C. 1467a(b) and (g)), and state
member banks (12 U.S.C. 248(a) and 324).
4 Additionally,
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FEDERAL RESERVE SYSTEM
Proposed Agency Information
Collection Activities; Comment
Request
Board of Governors of the
Federal Reserve System.
ACTION: Notice, request for comment.
AGENCY:
The Board of Governors of the
Federal Reserve System (Board) invites
comment on a proposal to extend for
three years, with revision, the Reporting
and Disclosure Requirements Related to
Securities of State Member Banks as
Required by Regulation H (FR H–1;
OMB No. 7100–0091).
DATES: Comments must be submitted on
or before October 11, 2019.
ADDRESSES: You may submit comments,
identified by FR H–1, by any of the
following methods:
• Agency Website: https://
www.federalreserve.gov. Follow the
instructions for submitting comments at
https://www.federalreserve.gov/apps/
foia/proposedregs.aspx.
• Email: regs.comments@
federalreserve.gov. Include OMB
number in the subject line of the
message.
• FAX: (202) 452–3819 or (202) 452–
3102.
• Mail: Ann E. Misback, Secretary,
Board of Governors of the Federal
Reserve System, 20th Street and
Constitution Avenue NW, Washington,
DC 20551.
All public comments are available on
the Board’s website at https://
www.federalreserve.gov/apps/foia/
proposedregs.aspx as submitted, unless
modified for technical reasons.
Accordingly, your comments will not be
edited to remove any identifying or
contact information. Public comments
may also be viewed electronically or in
paper form in Room 146, 1709 New
York Avenue NW, Washington, DC
20006, between 9:00 a.m. and 5:00 p.m.
on weekdays. For security reasons, the
Board requires that visitors make an
appointment to inspect comments. You
may do so by calling (202) 452–3684.
Upon arrival, visitors will be required to
present valid government-issued photo
identification and to submit to security
screening in order to inspect and
photocopy comments.
Additionally, commenters may send a
copy of their comments to the Office of
Management and Budget (OMB) Desk
Officer—Shagufta Ahmed—Office of
Information and Regulatory Affairs,
Office of Management and Budget, New
Executive Office Building, Room 10235,
725 17th Street NW, Washington, DC
20503, or by fax to (202) 395–6974.
SUMMARY:
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39845
A
copy of the Paperwork Reduction Act
(PRA) OMB submission, including the
proposed reporting form and
instructions, supporting statement, and
other documentation will be placed into
OMB’s public docket files, if approved.
These documents will also be made
available on the Board’s public website
at https://www.federalreserve.gov/apps/
reportforms/review.aspx or may be
requested from the agency clearance
officer, whose name appears below.
Federal Reserve Board Clearance
Officer—Nuha Elmaghrabi—Office of
the Chief Data Officer, Board of
Governors of the Federal Reserve
System, Washington, DC 20551, (202)
452–3829.
SUPPLEMENTARY INFORMATION: On June
15, 1984, OMB delegated to the Board
authority under the PRA to approve and
assign OMB control numbers to
collection of information requests and
requirements conducted or sponsored
by the Board. In exercising this
delegated authority, the Board is
directed to take every reasonable step to
solicit comment. In determining
whether to approve a collection of
information, the Board will consider all
comments received from the public and
other agencies.
FOR FURTHER INFORMATION CONTACT:
Request for Comment on Information
Collection Proposal
The Board invites public comment on
the following information collection,
which is being reviewed under
authority delegated by the OMB under
the PRA. Comments are invited on the
following:
a. Whether the proposed collection of
information is necessary for the proper
performance of the Board’s functions,
including whether the information has
practical utility;
b. The accuracy of the Board’s
estimate of the burden of the proposed
information collection, including the
validity of the methodology and
assumptions used;
c. Ways to enhance the quality,
utility, and clarity of the information to
be collected;
d. Ways to minimize the burden of
information collection on respondents,
including through the use of automated
collection techniques or other forms of
information technology; and
e. Estimates of capital or startup costs
and costs of operation, maintenance,
and purchase of services to provide
information.
At the end of the comment period, the
comments and recommendations
received will be analyzed to determine
the extent to which the Board should
modify the proposal.
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39846
Federal Register / Vol. 84, No. 155 / Monday, August 12, 2019 / Notices
jspears on DSK3GMQ082PROD with NOTICES
Proposal Under OMB Delegated
Authority To Extend for Three Years,
With Revision, the Following
Information Collection
Report title: Reporting and Disclosure
Requirements Related to Securities of
State Member Banks as Required by
Regulation H.
Agency form number: FR H–1.
OMB control number: 7100–0091.
Frequency: Annually, Quarterly, and
on occasion.
Respondents: State member banks
(SMBs).
Estimated number of respondents: 2.
Estimated average hours per response:
Reporting requirements: Form 8–A, 3.0
hours; Form 10, 218 hours; Regulation
12B, 1 hour; Rule 13e–1, 13.0 hours;
Regulation 14C and Schedule 14C, 98.2
hours; Regulation 14D and Schedule
14D, 65.14 hours; Rule 14f–l, 2.0 hours;
Form 10–K, 2395.73 hours; Form 10–Q,
190.42 hours; and Form 8–K, 7.71
hours; Disclosure requirements: Form 3,
0.16 hours; Form 4, 0.16 hours; and
Form 5, 0.16 hours; Reporting and
Disclosure requirements: Regulation
14A and Schedule 14A, 12.75 hours;
Rule 12b–25 and Form 12b–25, 2.50
hours; Rule 13e–3 and Schedule 13E–3,
34.36 hours; and Form 15, 1.50 hours.
Estimated annual burden hours:
Reporting requirements: Form 8–A, 6
hours; Form 10, 436 hours; Regulation
12B, 2 hours; Rule 13e–1, 26 hours;
Regulation 14C and Schedule 14C, 196
hours; Regulation 14D and Schedule
14D, 130 hours; Rule 14f–l, 4 hours;
Form 10–K, 4,791 hours; Form 10–Q,
1,143 hours; and Form 8–K, 15 hours;
Disclosure requirements: Form 3, 0.32
hours; Form 4, 11 hours; and Form 5, 3
hours; Reporting and Disclosure
requirements: Regulation 14A and
Schedule 14A, 26 hours; Rule 12b–25
and Form 12b–25, 5 hours; Rule 13e–3
and Schedule 13E–3, 69 hours; and
Form 15, 3 hours.
General description of report: The
Board’s Regulation H requires SMBs
whose securities are subject to
registration pursuant to the Securities
Exchange Act of 1934 (Exchange Act) 1
to disclose certain information to
shareholders and securities exchanges
and to report information relating to
their securities to the Board using forms
adopted by the Securities and Exchange
Commission (SEC) and in compliance
with certain rules and regulations
adopted by the SEC.
Proposed revisions: The Board
proposes to revise the FR H–1 to
account for certain collections of
information in SEC regulations that
1 15
U.S.C. 78a et seq.
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apply to SMBs with registered securities
(that have not previously been
accounted for) and the following
relevant revisions to disclosure and
reporting requirements associated with
the FR H–1:
• In August 2015, the SEC adopted
amendments to Item 402 of Regulation
S–K and Form 8–K under the Exchange
Act to implement Section 953(b) of the
Dodd-Frank Act by requiring disclosure
of the median of the annual total
compensation of all employees of a
registrant (excluding the chief executive
officer), the annual total compensation
of that registrant’s chief executive
officer, and the ratio of the median of
the annual total compensation of all
employees to the annual total
compensation of the chief executive
officer.2 These revisions affect the
collections associated with Regulation
S–K, Regulation 14A and Schedule 14A,
Regulation 14C and Schedule 14C, Form
8–K, and Form 10–K.
• In March 2017, the SEC adopted
rule and form amendments that require
registrants to include a hyperlink to the
exhibits in their filings.3 These revisions
affect the collections associated with
Regulation S–K, Regulation S–T, Form
10, Form 8–K, Form 10–Q, and Form
10–K.
• In June 2018, the SEC adopted
amendments to the definition of
‘‘smaller reporting company’’ to expand
the number of registrants that qualify as
smaller reporting companies and
thereby are eligible to rely on the scaled
disclosure requirements.4 These
revisions affect the collections
associated with Regulation S–K,
Regulation 12B, Regulation 14A and
Schedule 14A, Regulation 14C and
Schedule 14C, Form 10, Form 10–Q,
and Form 10–K.
• In October 2018, the SEC adopted
rule and form amendments to address
disclosure requirements that have
become redundant, duplicative,
overlapping, outdated, or superseded as
a result of other SEC disclosure
requirements, U.S. Generally Accepted
Accounting Principles, International
Financial Reporting Standards, or
changes in the information
environment.5 These revisions affect the
collections associated with Regulation
S–X, Form 10–Q, Form 10–K, and Form
10.
• In December 2018, the SEC adopted
amendments to implement Section 955
of the Dodd-Frank Act, which require a
company to describe any practices or
80 FR 50103 (August 8, 2015).
82 FR 14130 (March 3, 2017).
4 See 83 FR 31992 (July 10, 2018).
5 See 83 FR 50148 (October 4, 2018).
policies it has adopted regarding the
ability of its employees (including
officers) or directors to purchase
financial instruments, or otherwise
engage in transactions, that hedge or
offset, or are designed to hedge or offset,
any decrease in the market value of
equity securities granted as
compensation, or held directly or
indirectly by the employee or director.6
These revisions affect the collections
associated with Regulation S–K,
Regulation 14A and Schedule 14A, and
Regulation 14C and Schedule 14C.
• In December 2018, the SEC adopted
rule and form revisions that would
modernize the property disclosure
requirements for mining registrants.7
These revisions affect the collections
associated with Regulation S–K, Form
10, and Form 10–K.
• In March 2019, the SEC adopted
rule amendments based on the
recommendations made in the staff’s
Report on Modernization and
Simplification of Regulation S–K, as
required by Section 72003 of the Fixing
America’s Surface Transportation Act.8
These amendments were designed to
modernize and simplify disclosure
requirements for public companies,
investment advisers, and investment
companies. These revisions affect the
collections associated with Regulation
S–K, Regulation S–T, Regulation 12B,
Form 10, Form 8–K, Form 10–Q, and
Form 10–K.
Legal authorization and
confidentiality: Various provisions of
the Exchange Act require issuers to file
reports with the SEC and make certain
disclosures, and sections 12(i) and
23(a)(1) of the Exchange Act authorize
the Board to adopt rules and regulations
requiring qualifying SMBs to file those
reports with the Board (15 U.S.C. 78l(i)
and 78w(a)(1)). The FR H–1 is
mandatory. Reports filed with the Board
pursuant to this collection are not
considered confidential and must be
disclosed publically under Regulation H
(12 CFR 208.36(c)(3)). However, a SMB
may request that a report or document
not be disclosed to the public (12 CFR
208.36(d)). Should a SMB request
confidential treatment of such
information, the question of whether the
information is entitled to confidential
treatment would be determined on a
case-by-case basis. Information may be
kept confidential under exemption 4 of
the Freedom of Information Act, which
protects privileged or confidential
commercial or financial information (5
U.S.C. 552(b)(4)).
2 See
3 See
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6 See
84 FR 2402 (February 6, 2019).
83 FR 66344 (December 26, 2018).
8 See 84 FR 12674 (April 2, 2019).
7 See
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Federal Register / Vol. 84, No. 155 / Monday, August 12, 2019 / Notices
Consultation outside the agency: The
reporting and disclosure requirements
discussed in this supporting statement
were promulgated by the SEC. The
Board has not consulted with the SEC
or any other parties with regard to the
proposed extension for three years, with
revision, of the FR H–1.
Board of Governors of the Federal Reserve
System, August 7, 2019.
Michele Taylor Fennell,
Assistant Secretary of the Board.
[FR Doc. 2019–17185 Filed 8–9–19; 8:45 am]
BILLING CODE 6210–01–P
FEDERAL RESERVE SYSTEM
Agency Information Collection
Activities: Announcement of Board
Approval Under Delegated Authority
and Submission to OMB
Board of Governors of the
Federal Reserve System.
SUMMARY: The Board of Governors of the
Federal Reserve System (Board) is
adopting a proposal to extend for three
years, with revision, the Reporting
Requirements Associated with
Supervision and Regulation
Assessments of Fees (Regulation TT)
(FR TT; 1 OMB No. 7100–0369).
DATES: The revisions are applicable
immediately.
FOR FURTHER INFORMATION CONTACT:
Federal Reserve Board Clearance
Officer—Nuha Elmaghrabi—Office of
the Chief Data Officer, Board of
Governors of the Federal Reserve
System, Washington, DC 20551 (202)
452–3829.
Office of Management and Budget
(OMB) Desk Officer—Shagufta Ahmed—
Office of Information and Regulatory
Affairs, Office of Management and
Budget, New Executive Office Building,
Room 10235, 725 17th Street NW,
Washington, DC 20503 or by fax to (202)
395–6974.
SUPPLEMENTARY INFORMATION: On June
15, 1984, OMB delegated to the Board
authority under the Paperwork
Reduction Act (PRA) to approve and
assign OMB control numbers to
collection of information requests and
requirements conducted or sponsored
by the Board. Board-approved
collections of information are
incorporated into the official OMB
inventory of currently approved
collections of information. Copies of the
PRA Submission, supporting statements
jspears on DSK3GMQ082PROD with NOTICES
AGENCY:
and approved collection of information
instrument(s) are placed into OMB’s
public docket files. The Board may not
conduct or sponsor, and the respondent
is not required to respond to, an
information collection that has been
extended, revised, or implemented on or
after October 1, 1995, unless it displays
a currently valid OMB control number.
Final Approval Under OMB Delegated
Authority of the Extension for Three
Years, With Revision, of the Following
Information Collection
Report title: Reporting Requirements
Associated with Supervision and
Regulation Assessments of Fees
(Regulation TT).
Agency form number: FR TT.
OMB control number: 7100–0369.
Effective date: Immediately.
Frequency: On occasion.
Respondents: Bank holding
companies (BHCs) and savings and loan
holding companies (SLHCs) and all
nonbank financial companies
designated for Board supervision by the
Financial Stability Oversight Council
(FSOC).
Estimated number of respondents: 3.
Estimated average hours per response:
40.
Estimated annual burden hours: 120.
General description of report: The
Board’s Regulation TT 2 implements
section 11(s) of the Federal Reserve Act
(FRA),3 which directs the Board to
collect assessments, fees, or other
charges (collectively, ‘‘assessments’’)
from BHCs and SLHCs that meet a
statutory size threshold and from all
nonbank financial companies
designated for Board supervision by
FSOC (collectively, ‘‘assessed
companies’’) in an amount equal to the
total expenses the Board estimates are
necessary or appropriate to carry out its
supervisory and regulatory
responsibilities with respect to such
companies. Pursuant to Regulation TT,
the Board issues an annual notice of
assessment to each assessed company.
Assessed companies may file a written
appeal with the Board regarding the
assessment.4
Legal authorization and
confidentiality: The FR TT is authorized
pursuant to section 11(i) of the FRA (12
U.S.C. 248(i)), which provides that the
Board shall make all rules and
regulations necessary to enable the
Board to effectively perform the duties,
2 12
1 The
internal Agency Tracking Number
previously assigned by the Board to this
information collection was Reg TT. The Board is
changing the internal Agency Tracking Number for
the purpose of consistency.
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17:16 Aug 09, 2019
Jkt 247001
CFR part 246.
U.S.C. 248(s). Section 11(s) of the Federal
Reserve Act was added by section 318 of the DoddFrank Wall Street Reform and Consumer Protection
Act.
4 12 CFR 246.5(b).
3 12
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39847
functions, or services specified in the
FRA. The FR TT is voluntary.
An assessed company may request
confidential treatment of its appeal if it
believes that disclosure of specific
commercial or financial information in
the statement would likely result in
substantial harm to its competitive
position. The determination that such
information is confidential and not
subject to disclosure under the Freedom
of Information Act (FOIA) (5 U.S.C.
552), would need to be made on a caseby-case basis, consistent with FOIA
exemption 4 (5 U.S.C. 552(b)(4)).
Current actions: On April 8, 2019, the
Board published an initial notice in the
Federal Register (84 FR 13918)
requesting public comment for 60 days
on the extension, with revision, of
Reporting Requirements Associated
with Supervision and Regulation
Assessments of Fees (Regulation TT).
The comment period for this notice
expired on June 7, 2019. The Board did
not receive any comments. The
revisions will be implemented as
proposed.
Board of Governors of the Federal Reserve
System, August 7, 2019.
Michele Taylor Fennell,
Assistant Secretary of the Board.
[FR Doc. 2019–17187 Filed 8–9–19; 8:45 am]
BILLING CODE 6210–01–P
FEDERAL RESERVE SYSTEM
Proposed Agency Information
Collection Activities; Comment
Request
Board of Governors of the
Federal Reserve System.
ACTION: Notice, request for comment.
AGENCY:
The Board of Governors of the
Federal Reserve System (Board) invites
comment on a proposal to extend for
three years, with revision, the
Interchange Transaction Fees Survey
(FR 3064; OMB No. 7100–0344).
DATES: Comments must be submitted on
or before October 11, 2019.
ADDRESSES: You may submit comments,
identified by FR 3064, by any of the
following methods:
• Agency Website: https://
www.federalreserve.gov/. Follow the
instructions for submitting comments at
https://www.federalreserve.gov/apps/
foia/proposedregs.aspx.
• Email: regs.comments@
federalreserve.gov. Include the OMB
number in the subject line of the
message.
• FAX: (202) 452–3819 or (202) 452–
3102.
SUMMARY:
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]]>Agencies
[Federal Register Volume 84, Number 155 (Monday, August 12, 2019)]
[Notices]
[Pages 39845-39847]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-17185]
-----------------------------------------------------------------------
FEDERAL RESERVE SYSTEM
Proposed Agency Information Collection Activities; Comment
Request
AGENCY: Board of Governors of the Federal Reserve System.
ACTION: Notice, request for comment.
-----------------------------------------------------------------------
SUMMARY: The Board of Governors of the Federal Reserve System (Board)
invites comment on a proposal to extend for three years, with revision,
the Reporting and Disclosure Requirements Related to Securities of
State Member Banks as Required by Regulation H (FR H-1; OMB No. 7100-
0091).
DATES: Comments must be submitted on or before October 11, 2019.
ADDRESSES: You may submit comments, identified by FR H-1, by any of the
following methods:
Agency Website: https://www.federalreserve.gov. Follow the
instructions for submitting comments at https://www.federalreserve.gov/apps/foia/proposedregs.aspx.
Email: [email protected]. Include OMB
number in the subject line of the message.
FAX: (202) 452-3819 or (202) 452-3102.
Mail: Ann E. Misback, Secretary, Board of Governors of the
Federal Reserve System, 20th Street and Constitution Avenue NW,
Washington, DC 20551.
All public comments are available on the Board's website at https://www.federalreserve.gov/apps/foia/proposedregs.aspx as submitted,
unless modified for technical reasons. Accordingly, your comments will
not be edited to remove any identifying or contact information. Public
comments may also be viewed electronically or in paper form in Room
146, 1709 New York Avenue NW, Washington, DC 20006, between 9:00 a.m.
and 5:00 p.m. on weekdays. For security reasons, the Board requires
that visitors make an appointment to inspect comments. You may do so by
calling (202) 452-3684. Upon arrival, visitors will be required to
present valid government-issued photo identification and to submit to
security screening in order to inspect and photocopy comments.
Additionally, commenters may send a copy of their comments to the
Office of Management and Budget (OMB) Desk Officer--Shagufta Ahmed--
Office of Information and Regulatory Affairs, Office of Management and
Budget, New Executive Office Building, Room 10235, 725 17th Street NW,
Washington, DC 20503, or by fax to (202) 395-6974.
FOR FURTHER INFORMATION CONTACT: A copy of the Paperwork Reduction Act
(PRA) OMB submission, including the proposed reporting form and
instructions, supporting statement, and other documentation will be
placed into OMB's public docket files, if approved. These documents
will also be made available on the Board's public website at https://www.federalreserve.gov/apps/reportforms/review.aspx or may be requested
from the agency clearance officer, whose name appears below.
Federal Reserve Board Clearance Officer--Nuha Elmaghrabi--Office of
the Chief Data Officer, Board of Governors of the Federal Reserve
System, Washington, DC 20551, (202) 452-3829.
SUPPLEMENTARY INFORMATION: On June 15, 1984, OMB delegated to the Board
authority under the PRA to approve and assign OMB control numbers to
collection of information requests and requirements conducted or
sponsored by the Board. In exercising this delegated authority, the
Board is directed to take every reasonable step to solicit comment. In
determining whether to approve a collection of information, the Board
will consider all comments received from the public and other agencies.
Request for Comment on Information Collection Proposal
The Board invites public comment on the following information
collection, which is being reviewed under authority delegated by the
OMB under the PRA. Comments are invited on the following:
a. Whether the proposed collection of information is necessary for
the proper performance of the Board's functions, including whether the
information has practical utility;
b. The accuracy of the Board's estimate of the burden of the
proposed information collection, including the validity of the
methodology and assumptions used;
c. Ways to enhance the quality, utility, and clarity of the
information to be collected;
d. Ways to minimize the burden of information collection on
respondents, including through the use of automated collection
techniques or other forms of information technology; and
e. Estimates of capital or startup costs and costs of operation,
maintenance, and purchase of services to provide information.
At the end of the comment period, the comments and recommendations
received will be analyzed to determine the extent to which the Board
should modify the proposal.
[[Page 39846]]
Proposal Under OMB Delegated Authority To Extend for Three Years, With
Revision, the Following Information Collection
Report title: Reporting and Disclosure Requirements Related to
Securities of State Member Banks as Required by Regulation H.
Agency form number: FR H-1.
OMB control number: 7100-0091.
Frequency: Annually, Quarterly, and on occasion.
Respondents: State member banks (SMBs).
Estimated number of respondents: 2.
Estimated average hours per response: Reporting requirements: Form
8-A, 3.0 hours; Form 10, 218 hours; Regulation 12B, 1 hour; Rule 13e-1,
13.0 hours; Regulation 14C and Schedule 14C, 98.2 hours; Regulation 14D
and Schedule 14D, 65.14 hours; Rule 14f-l, 2.0 hours; Form 10-K,
2395.73 hours; Form 10-Q, 190.42 hours; and Form 8-K, 7.71 hours;
Disclosure requirements: Form 3, 0.16 hours; Form 4, 0.16 hours; and
Form 5, 0.16 hours; Reporting and Disclosure requirements: Regulation
14A and Schedule 14A, 12.75 hours; Rule 12b-25 and Form 12b-25, 2.50
hours; Rule 13e-3 and Schedule 13E-3, 34.36 hours; and Form 15, 1.50
hours.
Estimated annual burden hours: Reporting requirements: Form 8-A, 6
hours; Form 10, 436 hours; Regulation 12B, 2 hours; Rule 13e-1, 26
hours; Regulation 14C and Schedule 14C, 196 hours; Regulation 14D and
Schedule 14D, 130 hours; Rule 14f-l, 4 hours; Form 10-K, 4,791 hours;
Form 10-Q, 1,143 hours; and Form 8-K, 15 hours; Disclosure
requirements: Form 3, 0.32 hours; Form 4, 11 hours; and Form 5, 3
hours; Reporting and Disclosure requirements: Regulation 14A and
Schedule 14A, 26 hours; Rule 12b-25 and Form 12b-25, 5 hours; Rule 13e-
3 and Schedule 13E-3, 69 hours; and Form 15, 3 hours.
General description of report: The Board's Regulation H requires
SMBs whose securities are subject to registration pursuant to the
Securities Exchange Act of 1934 (Exchange Act) \1\ to disclose certain
information to shareholders and securities exchanges and to report
information relating to their securities to the Board using forms
adopted by the Securities and Exchange Commission (SEC) and in
compliance with certain rules and regulations adopted by the SEC.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78a et seq.
---------------------------------------------------------------------------
Proposed revisions: The Board proposes to revise the FR H-1 to
account for certain collections of information in SEC regulations that
apply to SMBs with registered securities (that have not previously been
accounted for) and the following relevant revisions to disclosure and
reporting requirements associated with the FR H-1:
In August 2015, the SEC adopted amendments to Item 402 of
Regulation S-K and Form 8-K under the Exchange Act to implement Section
953(b) of the Dodd-Frank Act by requiring disclosure of the median of
the annual total compensation of all employees of a registrant
(excluding the chief executive officer), the annual total compensation
of that registrant's chief executive officer, and the ratio of the
median of the annual total compensation of all employees to the annual
total compensation of the chief executive officer.\2\ These revisions
affect the collections associated with Regulation S-K, Regulation 14A
and Schedule 14A, Regulation 14C and Schedule 14C, Form 8-K, and Form
10-K.
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\2\ See 80 FR 50103 (August 8, 2015).
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In March 2017, the SEC adopted rule and form amendments
that require registrants to include a hyperlink to the exhibits in
their filings.\3\ These revisions affect the collections associated
with Regulation S-K, Regulation S-T, Form 10, Form 8-K, Form 10-Q, and
Form 10-K.
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\3\ See 82 FR 14130 (March 3, 2017).
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In June 2018, the SEC adopted amendments to the definition
of ``smaller reporting company'' to expand the number of registrants
that qualify as smaller reporting companies and thereby are eligible to
rely on the scaled disclosure requirements.\4\ These revisions affect
the collections associated with Regulation S-K, Regulation 12B,
Regulation 14A and Schedule 14A, Regulation 14C and Schedule 14C, Form
10, Form 10-Q, and Form 10-K.
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\4\ See 83 FR 31992 (July 10, 2018).
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In October 2018, the SEC adopted rule and form amendments
to address disclosure requirements that have become redundant,
duplicative, overlapping, outdated, or superseded as a result of other
SEC disclosure requirements, U.S. Generally Accepted Accounting
Principles, International Financial Reporting Standards, or changes in
the information environment.\5\ These revisions affect the collections
associated with Regulation S-X, Form 10-Q, Form 10-K, and Form 10.
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\5\ See 83 FR 50148 (October 4, 2018).
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In December 2018, the SEC adopted amendments to implement
Section 955 of the Dodd-Frank Act, which require a company to describe
any practices or policies it has adopted regarding the ability of its
employees (including officers) or directors to purchase financial
instruments, or otherwise engage in transactions, that hedge or offset,
or are designed to hedge or offset, any decrease in the market value of
equity securities granted as compensation, or held directly or
indirectly by the employee or director.\6\ These revisions affect the
collections associated with Regulation S-K, Regulation 14A and Schedule
14A, and Regulation 14C and Schedule 14C.
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\6\ See 84 FR 2402 (February 6, 2019).
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In December 2018, the SEC adopted rule and form revisions
that would modernize the property disclosure requirements for mining
registrants.\7\ These revisions affect the collections associated with
Regulation S-K, Form 10, and Form 10-K.
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\7\ See 83 FR 66344 (December 26, 2018).
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In March 2019, the SEC adopted rule amendments based on
the recommendations made in the staff's Report on Modernization and
Simplification of Regulation S-K, as required by Section 72003 of the
Fixing America's Surface Transportation Act.\8\ These amendments were
designed to modernize and simplify disclosure requirements for public
companies, investment advisers, and investment companies. These
revisions affect the collections associated with Regulation S-K,
Regulation S-T, Regulation 12B, Form 10, Form 8-K, Form 10-Q, and Form
10-K.
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\8\ See 84 FR 12674 (April 2, 2019).
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Legal authorization and confidentiality: Various provisions of the
Exchange Act require issuers to file reports with the SEC and make
certain disclosures, and sections 12(i) and 23(a)(1) of the Exchange
Act authorize the Board to adopt rules and regulations requiring
qualifying SMBs to file those reports with the Board (15 U.S.C. 78l(i)
and 78w(a)(1)). The FR H-1 is mandatory. Reports filed with the Board
pursuant to this collection are not considered confidential and must be
disclosed publically under Regulation H (12 CFR 208.36(c)(3)). However,
a SMB may request that a report or document not be disclosed to the
public (12 CFR 208.36(d)). Should a SMB request confidential treatment
of such information, the question of whether the information is
entitled to confidential treatment would be determined on a case-by-
case basis. Information may be kept confidential under exemption 4 of
the Freedom of Information Act, which protects privileged or
confidential commercial or financial information (5 U.S.C. 552(b)(4)).
[[Page 39847]]
Consultation outside the agency: The reporting and disclosure
requirements discussed in this supporting statement were promulgated by
the SEC. The Board has not consulted with the SEC or any other parties
with regard to the proposed extension for three years, with revision,
of the FR H-1.
Board of Governors of the Federal Reserve System, August 7,
2019.
Michele Taylor Fennell,
Assistant Secretary of the Board.
[FR Doc. 2019-17185 Filed 8-9-19; 8:45 am]
BILLING CODE 6210-01-P
