Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by The Options Clearing Corporation Concerning Corrections to Its By-Laws, 68206-68208 [2022-24647]
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Federal Register / Vol. 87, No. 218 / Monday, November 14, 2022 / Notices
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[FR Doc. 2022–24666 Filed 11–10–22; 8:45 am]
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[Release No. 34–96246; File No. SR–OCC–
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Jkt 259001
Self-Regulatory Organizations; The
Options Clearing Corporation; Notice
of Filing and Immediate Effectiveness
of Proposed Rule Change by The
Options Clearing Corporation
Concerning Corrections to Its By-Laws
November 7, 2022.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Exchange Act’’ or ‘‘Act’’),1 and Rule
19b–4 thereunder,2 notice is hereby
given that on October 24, 2022, The
Options Clearing Corporation (‘‘OCC’’)
filed with the Securities and Exchange
Commission (‘‘SEC’’ or ‘‘Commission’’)
the proposed rule change as described
in Items I, II, and III below, which Items
have been prepared primarily by OCC.
The Commission is publishing this
notice to solicit comments on the
proposed rule change from interested
persons.
I. Clearing Agency’s Statement of the
Terms of Substance of the Proposed
Rule Change
This proposed rule change would
amend OCC’s By-Laws to (i) correct an
inadvertent omission and typographical
error in a prior rule filing and (ii) correct
an erroneous cross-reference and make
other conforming changes consistent
with a reorganization effected by
another prior proposed rule change.
Amendments to OCC’s By-Laws and
Rules are included in Exhibit 5 of filing
SR–OCC–2022–011. Material proposed
to be added is marked by underlining,
and material proposed to be deleted is
marked with strikethrough text. All
terms with initial capitalization that are
not otherwise defined herein have the
same meaning as set forth in the ByLaws and Rules.3
II. Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission,
OCC included statements concerning
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 OCC’s By-Laws and Rules can be found on
OCC’s public website: https://www.theocc.com/
Company-Information/Documents-and-Archives/
By-Laws-and-Rules.
2 17
PO 00000
Frm 00087
Fmt 4703
Sfmt 4703
the purpose of and basis for the
proposed rule change and discussed any
comments it received on the proposed
rule change. The text of these statements
may be examined at the places specified
in Item IV below. OCC has prepared
summaries, set forth in sections (A), (B),
and (C) below, of the most significant
aspects of these statements.
(A) Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
(1) Purpose
As a self-regulatory organization
(‘‘SRO’’) that is registered as a covered
clearing agency under the Securities
Exchange Act of 1934 (‘‘Exchange Act’’),
as amended,4 and a derivatives clearing
organization (‘‘DCO’’) under the
Commodity Exchange Act,5 OCC files
proposed changes to its rules with the
SEC and the Commodity Futures
Trading Commission (‘‘CFTC’’),
including changes to OCC’s By-Laws
and Rules.6 SEC and CFTC regulations
require that SROs maintain clear and
transparent governance arrangements.7
In order to enhance the clarity and
transparency of its By-Laws, OCC is
proposing amendments that would (1)
correct an inadvertent omission and
typographical error introduced by a
prior rule filing and (2) correct an
erroneous cross-reference and make
other conforming changes consistent
with a reorganization effected by
another prior proposed rule change.
1. Typographical Error Correction
First, OCC has identified an
inadvertent omission and typographical
error in the text of a prior proposed rule
change submitted to the SEC:
• The reference to ‘‘Treasurer’’ in
Article IV, Section 2 would be replaced
with ‘‘Chief Financial Officer,’’
consistent with the intent of the
proposed rule change (SR–OCC–2021–
010) that amended Section 11 of that
Article to address the appointment and
responsibilities of a Chief Financial
Officer, rather than a Treasurer.8
• OCC would also amend Section 11
of Article IV (Chief Financial Officer), to
correct an inadvertent reference to
‘‘Chief Compliance Officer,’’ rather than
4 15
U.S.C. 78s.
U.S.C. 7a–1.
6 See 17 CFR 240.19b–4 (SRO proposed rule
changes filed with the SEC); 17 CFR 40.6 (DCO selfcertifications filed with the CFTC).
7 See 17 CFR 240.17Ad–22(e)(2)(i) (with respect
to governance arrangements of covered clearing
agencies); 17 CFR 39.24(a)(1)(iii) [sic] (with respect
to DCO governance arrangements).
8 See Exchange Act Release No. 93436 (Oct. 27,
2021), 86 FR 60499, 60500 (Nov. 2, 2021) (SR–OCC–
2021–010).
57
E:\FR\FM\14NON1.SGM
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Federal Register / Vol. 87, No. 218 / Monday, November 14, 2022 / Notices
the Chief Financial Officer, also
consistent with the intent of that
proposed rule change.9
2. Correcting an Erroneous CrossReference
OCC has also identified an erroneous
cross-reference to provisions that had
been relocated by a prior rule change.
Specifically, in a proposed rule change
filing concerning the Board’s ability to
appoint a non-executive Chairman (SR–
OCC–2021–007), OCC also revised the
provision of the By-Laws concerning the
Member Vice Chairman of the Board by
relocating the second and third sentence
of Article IV, Section 1 (concerning the
appointment of the Vice Chairman) to
Article IV, Section 7 (concerning the
responsibilities of the Vice Chairman).10
By relocating the second sentence of
Section 1, the change orphaned a crossreference to that sentence in Article XI,
Section 1, which concerns those ByLaws that require stockholder approval
to amend.
To correct the erroneous cross
reference in Article XI, OCC proposes to
move current Article IV, Section 7 in its
entirety to Article III, which is the
Article that concerns the make-up of the
Board and the responsibilities of
directors. Article IV, Section 7 would be
re-titled ‘‘Member Vice Chairman of the
Board’’ 11 and become Article III,
Section 9A, consistent with the
establishment of Article III, Section 9
(Chairman of the Board) by File No. SR–
OCC–2021–007.12 Accordingly, the
proposed change would consolidate
provisions concerning the appointment
and responsibilities of the Chairman
and Member Vice Chairman of the
Board into a single By-Law Article. In
turn, OCC would amend Article XI,
Section 1 by deleting the current crossreference to the second sentence of
Article IV, Section 1. No additional
cross-reference to the relocated
provisions would be necessary because
Article XI, Section 1 already applies to
Article III in its entirety.
khammond on DSKJM1Z7X2PROD with NOTICES
(2) Statutory Basis
OCC believes the proposed rule
changes are consistent with Section 17A
of the Exchange Act and the rules and
regulations thereunder. Section
17A(b)(3)(F) 13 of the Exchange Act
9 Id.
10 See Exchange Act Release No. 93102 (Sept. 22,
2021), 86 FR 53718, 53720 (Sept. 28, 2021) (SR–
OCC–2021–007).
11 As provided by current Article IV, Section 7,
the Vice Chairman of the Board is selected from the
Member Directors and is referred to as the ‘‘Member
Vice Chairman.’’
12 Id. at 53719. [sic]
13 15 U.S.C. 78q–1(b)(3)(F).
VerDate Sep<11>2014
17:30 Nov 10, 2022
Jkt 259001
requires, among other things, that the
rules of a clearing agency be designed to
promote the prompt and accurate
clearance and settlement of securities
and derivatives transactions and protect
investors and the public interest. By
correcting an inadvertent omission,
typographical error, and erroneous
cross-references in OCC’s By-Laws and
Rules, the proposed rule changes
facilitate the administration of existing
SRO rules designed to promote the
prompt and accurate clearance and
settlement of securities and derivatives
transactions and protect investors and
the public interest.
In addition, Rule 17Ad–22(e)(2)(i)
requires OCC to maintain written
policies and procedures reasonably
designed to, among other things,
provide for governance arrangements
that are clear and transparent.14 By
correcting errors and applying
conforming changes consistent with
certain reorganization of the By-Laws
effected by SR–OCC–2021–007, the
changes discussed above are intended to
support the maintenance of OCC’s ByLaws and improve the clarity and
transparency of the governance
arrangements addressed therein.
(B) Clearing Agency’s Statement on
Burden on Competition
Section 17A(b)(3)(I) of the Exchange
Act requires that the rules of a clearing
agency not impose any burden on
competition not necessary or
appropriate in furtherance of the
purposes of the Exchange Act.15 As
discussed above, the proposed changes
would correct an inadvertent omission,
typographical error, and erroneous
cross-references, and apply conforming
edits to the provisions concerning the
Member Vice Chairman consistent with
a recent reorganization of the provisions
concerning the Chairman. These
proposed changes are technical in
nature and would not impact the rights
or obligations of Clearing Members or
other participants in a way that would
benefit or disadvantage any participant
versus another participant. Accordingly,
OCC does not believe that the proposed
corrections to its By-Laws and Rules
have any impact, or impose any burden,
on competition.
(C) Clearing Agency’s Statement on
Comments on the Proposed Rule
Change Received From Members,
Participants or Others
Written comments on the proposed
rule change were not and are not
intended to be solicited with respect to
14 17
15 15
PO 00000
CFR 240.17Ad–22(e)(2)(i).
U.S.C. 78q–1(b)(3)(I).
Frm 00088
Fmt 4703
Sfmt 4703
68207
the proposed rule change and none have
been received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Pursuant to Section 19(b)(3)(A)(i) 16 of
the Act, and Rule 19b–4(f)(1)
thereunder,17 the proposed rule change
is filed for immediate effectiveness. At
any time within 60 days of the filing of
the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. The proposal
shall not take effect until all regulatory
actions required with respect to the
proposal are completed.18
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–
OCC–2022–011 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Vanessa Countryman, Secretary,
Securities and Exchange Commission,
100 F Street NE, Washington, DC
20549–1090.
All submissions should refer to File
Number SR–OCC–2022–011. 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 website (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
16 15
U.S.C. 78s(b)(3)(A)(i).
CFR 240.19b–4(f)(1).
18 Notwithstanding its immediate effectiveness,
implementation of this rule change will be delayed
until this change is deemed certified under CFTC
Regulation 40.6.
17 17
E:\FR\FM\14NON1.SGM
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68208
Federal Register / Vol. 87, No. 218 / Monday, November 14, 2022 / Notices
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 website 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 such
filing also will be available for
inspection and copying at the principal
office of OCC and on OCC’s website at
https://www.theocc.com/CompanyInformation/Documents-and-Archives/
By-Laws-and-Rules.
All comments received will be posted
without change. Persons submitting
comments are cautioned that we do not
redact or edit personal identifying
information from comment submissions.
You should submit only information
that you wish to make available
publicly.
All submissions should refer to File
Number SR–OCC–2022–011 and should
be submitted on or before December 5,
2022.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.19
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022–24647 Filed 11–10–22; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–96247; File No. SR–NYSE–
2022–48]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Delete
Legacy Disciplinary Rules 475, 476,
476A, and 477; Adopt New Rule 2050;
and Make Conforming Changes to
Rules 2A, 27, 36, 600A, 619, 637, 3170,
8001, 8130, 8320, 9001 and 9217
khammond on DSKJM1Z7X2PROD with NOTICES
November 7, 2022.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on October
27, 2022, New York Stock Exchange
LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the Exchange. The
Commission is publishing this notice to
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
17:30 Nov 10, 2022
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to (1) delete
legacy disciplinary Rules 475, 476,
476A, and 477 as obsolete and make
conforming changes to Rules 2A, 36,
600A(c), 637, 8001, 8130(d), 8320(d)
and 9001, and (2) adopt a new Rule
2050 incorporating the substantive
violations currently in Rule 476(a)
without change and make conforming
changes to Rules 27, 619(h), 3170(C)(3)
and 9217. The proposed rule change is
available on the Exchange’s website 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
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to (1) delete
legacy disciplinary Rules 475, 476,
476A, and 477 as obsolete and make
conforming changes to Rules 2A, 36,
600A(c), 637, 8001, 8130(d), 8320(d)
and 9001, and (2) adopt a new Rule
2050 incorporating the substantive
violations currently in Rule 476(a)
without change and make conforming
changes to Rules 27, 619(h), 3170(C)(3)
and 9217.
Background and Proposed Rule Change
In 2013, the Commission approved
the Exchange’s adoption of rules
relating to investigation, discipline, and
sanctions, and other procedural rules,
based on the rules of the Financial
Industry Regulatory Authority
(‘‘FINRA’’).3 The Exchange represented
3 See Securities Exchange Act Release No. 69045
(March 5, 2013), 78 FR 15394 (March 11, 2013) (SR–
NYSE–2013–02) (Order Approving Proposed Rule
Change Adopting Investigation, Disciplinary,
19 17
VerDate Sep<11>2014
solicit comments on the proposed rule
change from interested persons.
Jkt 259001
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Frm 00089
Fmt 4703
Sfmt 4703
in that filing that when the transition to
the new disciplinary rules was complete
and there are no longer any member
organizations or persons subject to
Rules 475, 476, 476A, and 477, the
Exchange would submit a proposed rule
change that would delete such rules
(except for the listed offenses under
NYSE Rule 476(a)).4 The Exchange
represents that the transition to the new
disciplinary rules is complete and there
are no longer any member organizations
or persons 5 subject to Rules 475, 476,
Sanction, and Other Procedural Rules That Are
Modeled on the Rules of the Financial Industry
Regulatory Authority and To Make Certain
Conforming and Technical Changes). Beginning in
2016, the Exchange’s affiliates have each in turn
adopted the FINRA disciplinary rules. In 2016,
NYSE American LLC (‘‘NYSE American’’) adopted
its Rule 8000 and Rule 9000 Series based on the
NYSE and FINRA Rule 8000 and Rule 9000 Series.
See Securities Exchange Act Release Nos. 77241
(February 26, 2016), 81 FR 11311 (March 3, 2016)
(SR–NYSEMKT–2016–30). In 2018, the Commission
approved NYSE National, Inc.’s (‘‘NYSE National’’)
adoption of the NYSE National Rule 10.8000 and
Rule 10.9000 Series based on the NYSE American
and FINRA Rule 8000 and Rule 9000 Series. See
Securities Exchange Act Release No. 83289 (May
17, 2018), 83 FR 23968 (May 23, 2018) (SR–
NYSENat–2018–02). In 2019, NYSE Arca, Inc.
(‘‘NYSE Arca’’) adopted the NYSE Arca Rule
10.8000 and 10.9000 Series based on the NYSE
American Rule 8000 and Rule 9000 Series. See
Securities Exchange Act Release No. 85639 (April
12, 2019), 84 FR 16346 (April 18, 2019) (SR–
NYSEArca–2019–15). Most recently, NYSE Chicago
also adopted investigation, disciplinary, sanction,
and other procedural rules modeled on the rules of
its affiliates. See Securities Exchange Act Release
No. 95020 (June 1, 2022), 87 FR 35034 (June 8,
2022) (SR–NYSECHX–2022–10).
4 See Securities Exchange Act Release No. 68678
(January 16, 2013), 78 FR 5213, 5219 (January 24,
2013) (SR–NYSE–2013–02) (Notice of Filing of
Proposed Rule Change Adopting Investigation,
Disciplinary, Sanction, and Other Procedural Rules
That Are Modeled on the Rules of the Financial
Industry Regulatory Authority and To Make Certain
Conforming and Technical Changes) (‘‘Release No.
68678’’).
5 The Exchange no longer has allied members.
The references to ‘‘allied member’’ in Rules 476 and
476A should be to ‘‘principal executive.’’ In 2008,
the Exchange replaced the term ‘‘allied member’’
with the newly defined category of ‘‘principal
executive’’ but did not make corresponding
technical changes to Rules 476 and 476A. See
Securities Exchange Act Release No. 58549
(September 15, 2008), 73 FR 54444, 54445
(September 19, 2008) (SR–NYSE–2008–80) (Notice
of Filing and Immediate Effectiveness of Proposed
Rule Change and Amendment No. 1 Thereto
Conforming Certain NYSE Rules to Changes to
NYSE Incorporated Rules Recently Filed by the
Financial Industry Regulatory Authority, Inc.); Rule
311.18 (defining ‘‘principal executive’’). See
generally Securities and Exchange Act Release No.
58103 (July 3, 2008), 73 FR 40403, 40403–04 (July
14, 2008) (SR–FINRA–2008–036) (Notice of Filing
of a Proposed Rule Change Relating to the
Incorporated NYSE Rules) (proposing in part to
substitute ‘‘principal executive’’ for ‘‘allied
member’’ in the Incorporated NYSE Rules);
Securities and Exchange Act Release No. 58533
(September 12, 2008), 73 FR 54652 (September 22,
2008) (SR–FINRA–2008–036) (Order Approving
Proposed Rule Change Relating to Incorporated
NYSE Rules). The Exchange will be submitting a
separate rule filing to replace the remaining
E:\FR\FM\14NON1.SGM
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]]>Agencies
[Federal Register Volume 87, Number 218 (Monday, November 14, 2022)]
[Notices]
[Pages 68206-68208]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-24647]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-96246; File No. SR-OCC-2022-011]
Self-Regulatory Organizations; The Options Clearing Corporation;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change by
The Options Clearing Corporation Concerning Corrections to Its By-Laws
November 7, 2022.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Exchange Act'' or ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on October 24, 2022, The Options Clearing
Corporation (``OCC'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II, and III below, which Items have been prepared primarily by
OCC. 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\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
This proposed rule change would amend OCC's By-Laws to (i) correct
an inadvertent omission and typographical error in a prior rule filing
and (ii) correct an erroneous cross-reference and make other conforming
changes consistent with a reorganization effected by another prior
proposed rule change. Amendments to OCC's By-Laws and Rules are
included in Exhibit 5 of filing SR-OCC-2022-011. Material proposed to
be added is marked by underlining, and material proposed to be deleted
is marked with strikethrough text. All terms with initial
capitalization that are not otherwise defined herein have the same
meaning as set forth in the By-Laws and Rules.\3\
---------------------------------------------------------------------------
\3\ OCC's By-Laws and Rules can be found on OCC's public
website: https://www.theocc.com/Company-Information/Documents-and-Archives/By-Laws-and-Rules.
---------------------------------------------------------------------------
II. Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
In its filing with the Commission, OCC 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 these statements may be examined at the places specified in
Item IV below. OCC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of these
statements.
(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
(1) Purpose
As a self-regulatory organization (``SRO'') that is registered as a
covered clearing agency under the Securities Exchange Act of 1934
(``Exchange Act''), as amended,\4\ and a derivatives clearing
organization (``DCO'') under the Commodity Exchange Act,\5\ OCC files
proposed changes to its rules with the SEC and the Commodity Futures
Trading Commission (``CFTC''), including changes to OCC's By-Laws and
Rules.\6\ SEC and CFTC regulations require that SROs maintain clear and
transparent governance arrangements.\7\ In order to enhance the clarity
and transparency of its By-Laws, OCC is proposing amendments that would
(1) correct an inadvertent omission and typographical error introduced
by a prior rule filing and (2) correct an erroneous cross-reference and
make other conforming changes consistent with a reorganization effected
by another prior proposed rule change.
---------------------------------------------------------------------------
\4\ 15 U.S.C. 78s.
\5\ 7 U.S.C. 7a-1.
\6\ See 17 CFR 240.19b-4 (SRO proposed rule changes filed with
the SEC); 17 CFR 40.6 (DCO self-certifications filed with the CFTC).
\7\ See 17 CFR 240.17Ad-22(e)(2)(i) (with respect to governance
arrangements of covered clearing agencies); 17 CFR 39.24(a)(1)(iii)
[sic] (with respect to DCO governance arrangements).
---------------------------------------------------------------------------
1. Typographical Error Correction
First, OCC has identified an inadvertent omission and typographical
error in the text of a prior proposed rule change submitted to the SEC:
The reference to ``Treasurer'' in Article IV, Section 2
would be replaced with ``Chief Financial Officer,'' consistent with the
intent of the proposed rule change (SR-OCC-2021-010) that amended
Section 11 of that Article to address the appointment and
responsibilities of a Chief Financial Officer, rather than a
Treasurer.\8\
---------------------------------------------------------------------------
\8\ See Exchange Act Release No. 93436 (Oct. 27, 2021), 86 FR
60499, 60500 (Nov. 2, 2021) (SR-OCC-2021-010).
---------------------------------------------------------------------------
OCC would also amend Section 11 of Article IV (Chief
Financial Officer), to correct an inadvertent reference to ``Chief
Compliance Officer,'' rather than
[[Page 68207]]
the Chief Financial Officer, also consistent with the intent of that
proposed rule change.\9\
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\9\ Id.
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2. Correcting an Erroneous Cross-Reference
OCC has also identified an erroneous cross-reference to provisions
that had been relocated by a prior rule change. Specifically, in a
proposed rule change filing concerning the Board's ability to appoint a
non-executive Chairman (SR-OCC-2021-007), OCC also revised the
provision of the By-Laws concerning the Member Vice Chairman of the
Board by relocating the second and third sentence of Article IV,
Section 1 (concerning the appointment of the Vice Chairman) to Article
IV, Section 7 (concerning the responsibilities of the Vice
Chairman).\10\ By relocating the second sentence of Section 1, the
change orphaned a cross-reference to that sentence in Article XI,
Section 1, which concerns those By-Laws that require stockholder
approval to amend.
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\10\ See Exchange Act Release No. 93102 (Sept. 22, 2021), 86 FR
53718, 53720 (Sept. 28, 2021) (SR-OCC-2021-007).
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To correct the erroneous cross reference in Article XI, OCC
proposes to move current Article IV, Section 7 in its entirety to
Article III, which is the Article that concerns the make-up of the
Board and the responsibilities of directors. Article IV, Section 7
would be re-titled ``Member Vice Chairman of the Board'' \11\ and
become Article III, Section 9A, consistent with the establishment of
Article III, Section 9 (Chairman of the Board) by File No. SR-OCC-2021-
007.\12\ Accordingly, the proposed change would consolidate provisions
concerning the appointment and responsibilities of the Chairman and
Member Vice Chairman of the Board into a single By-Law Article. In
turn, OCC would amend Article XI, Section 1 by deleting the current
cross-reference to the second sentence of Article IV, Section 1. No
additional cross-reference to the relocated provisions would be
necessary because Article XI, Section 1 already applies to Article III
in its entirety.
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\11\ As provided by current Article IV, Section 7, the Vice
Chairman of the Board is selected from the Member Directors and is
referred to as the ``Member Vice Chairman.''
\12\ Id. at 53719. [sic]
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(2) Statutory Basis
OCC believes the proposed rule changes are consistent with Section
17A of the Exchange Act and the rules and regulations thereunder.
Section 17A(b)(3)(F) \13\ of the Exchange Act requires, among other
things, that the rules of a clearing agency be designed to promote the
prompt and accurate clearance and settlement of securities and
derivatives transactions and protect investors and the public interest.
By correcting an inadvertent omission, typographical error, and
erroneous cross-references in OCC's By-Laws and Rules, the proposed
rule changes facilitate the administration of existing SRO rules
designed to promote the prompt and accurate clearance and settlement of
securities and derivatives transactions and protect investors and the
public interest.
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\13\ 15 U.S.C. 78q-1(b)(3)(F).
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In addition, Rule 17Ad-22(e)(2)(i) requires OCC to maintain written
policies and procedures reasonably designed to, among other things,
provide for governance arrangements that are clear and transparent.\14\
By correcting errors and applying conforming changes consistent with
certain reorganization of the By-Laws effected by SR-OCC-2021-007, the
changes discussed above are intended to support the maintenance of
OCC's By-Laws and improve the clarity and transparency of the
governance arrangements addressed therein.
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\14\ 17 CFR 240.17Ad-22(e)(2)(i).
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(B) Clearing Agency's Statement on Burden on Competition
Section 17A(b)(3)(I) of the Exchange Act requires that the rules of
a clearing agency not impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Exchange Act.\15\ As
discussed above, the proposed changes would correct an inadvertent
omission, typographical error, and erroneous cross-references, and
apply conforming edits to the provisions concerning the Member Vice
Chairman consistent with a recent reorganization of the provisions
concerning the Chairman. These proposed changes are technical in nature
and would not impact the rights or obligations of Clearing Members or
other participants in a way that would benefit or disadvantage any
participant versus another participant. Accordingly, OCC does not
believe that the proposed corrections to its By-Laws and Rules have any
impact, or impose any burden, on competition.
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\15\ 15 U.S.C. 78q-1(b)(3)(I).
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(C) Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants or Others
Written comments on the proposed rule change were not and are not
intended to be solicited with respect to the proposed rule change and
none have been received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Pursuant to Section 19(b)(3)(A)(i) \16\ of the Act, and Rule 19b-
4(f)(1) thereunder,\17\ the proposed rule change is filed for immediate
effectiveness. At any time within 60 days of the filing of the proposed
rule change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. The proposal shall
not take effect until all regulatory actions required with respect to
the proposal are completed.\18\
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\16\ 15 U.S.C. 78s(b)(3)(A)(i).
\17\ 17 CFR 240.19b-4(f)(1).
\18\ Notwithstanding its immediate effectiveness, implementation
of this rule change will be delayed until this change is deemed
certified under CFTC Regulation 40.6.
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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 [email protected]. Please include
File Number SR-OCC-2022-011 on the subject line.
Paper Comments
Send paper comments in triplicate to Vanessa Countryman,
Secretary, Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-OCC-2022-011. 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 website (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
[[Page 68208]]
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 website 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
such filing also will be available for inspection and copying at the
principal office of OCC and on OCC's website at https://www.theocc.com/Company-Information/Documents-and-Archives/By-Laws-and-Rules.
All comments received will be posted without change. Persons
submitting comments are cautioned that we do not redact or edit
personal identifying information from comment submissions. You should
submit only information that you wish to make available publicly.
All submissions should refer to File Number SR-OCC-2022-011 and
should be submitted on or before December 5, 2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-24647 Filed 11-10-22; 8:45 am]
BILLING CODE 8011-01-P
