Self-Regulatory Organizations; ICE Clear Credit LLC; Order Approving Proposed Rule Change Relating to ICC's New Initiatives Approval Policy and Procedural Framework, 46823-46826 [2023-15357]

Download as PDF Federal Register / Vol. 88, No. 138 / Thursday, July 20, 2023 / Notices favorable. In such an environment, the Exchange must continually adjust its fees and rebates to remain competitive with other exchanges and non-exchange trading venues that are not subject to the same transparency or statutory standards applicable to exchanges relating to setting fees. Because competitors are free to modify their own fees and credits in response, some without the requirement of making a filing with the Commission, and because market participants may readily adjust their order routing practices, the Exchange believes that any degree to which fee changes in this market may impose any burden on competition would be extremely limited. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective upon filing pursuant to Section 19(b)(3)(A) 18 of the Act and paragraph (f) thereunder. 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. 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: lotter on DSK11XQN23PROD with NOTICES1 Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include file number SR– NYSE–2023–26 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to file number SR–NYSE–2023–26. This file 18 15 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 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 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR–NYSE–2023–26 and should be submitted on or before August 10, 2023. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.19 J. Matthew DeLesDernier, Deputy Secretary. [FR Doc. 2023–15356 Filed 7–19–23; 8:45 am] BILLING CODE 8011–01–P [Release No. 34–97914; File No. SR–ICC– 2023–006] Self-Regulatory Organizations; ICE Clear Credit LLC; Order Approving Proposed Rule Change Relating to ICC’s New Initiatives Approval Policy and Procedural Framework July 14, 2023. I. Introduction On May 12, 2023, ICE Clear Credit LLC (‘‘ICC’’), filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act U.S.C. 78s(b)(3)(A). VerDate Sep<11>2014 17:19 Jul 19, 2023 19 17 Jkt 259001 of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 a proposed rule change to update the ICC New Initiatives Approval Policy and Procedural Framework (‘‘NIA Policy’’). The proposed rule change was published for comment in the Federal Register on June 1, 2023.3 The Commission has not received any comments on the proposed rule change. For the reasons discussed below, the Commission is approving the proposed rule change. II. Description of the Proposed Rule Change A. Background ICC is registered with the Commission as a clearing agency for the purpose of clearing CDS contracts.4 From time to time, ICC implements new projects. After ICC’s Steering Committee 5 approves some projects, ICC’s New Initiative Approval Committee (‘‘NIAC’’) must then approve them prior to their launch.6 New Steering Committeeapproved projects that must be approved by the NIAC prior to their launch are called New Initiatives.7 New Initiatives may involve new and material modifications to the risk or pricing methodology; potentially significant changes to the processing system, ICC Clearing Rules, or clearing operating procedures; or Model Changes classified as Materiality A 8 under ICC’s Model Validation Framework.9 The NIA Policy sets forth ICC’s policies and procedures for the review and approval of New Initiatives to be offered or implemented by ICC.10 The NIA Policy is meant to notify all relevant ICC departments of the introduction of the New Initiative, provide for information sharing between departments, ensure prior to the launch of a New Initiative 1 15 SECURITIES AND EXCHANGE COMMISSION PO 00000 CFR 200.30–3(a)(12). Frm 00093 Fmt 4703 Sfmt 4703 46823 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 Securities Exchange Act Release No. 97586 (May 25, 2023), 88 FR 35934 (June 1, 2023) (File No. SR– ICC–2023–006) (‘‘Notice’’). 4 Capitalized terms not otherwise defined herein have the meanings assigned to them in ICC’s Clearing Rules. 5 The Steering Committee is an ICC management committee responsible for prioritizing the implementation of initiatives and monitoring and guiding delivery of those initiatives. Notice, 88 FR at 35934. 6 Id. 7 Id. 8 ICC classifies its Model Changes based on how substantially the Model Change affects the ICC risk management system’s assessment of risk for the related risk driver. Model Changes classified as Materiality A have a substantial impact on the risk management system’s assessment of risk for a related risk driver. Securities Exchange Act Release No. 85105 (Feb. 11, 2019), 84 FR 4570 n.18 (Feb. 15, 2019) (File No. SR–ICC–2018–011) (‘‘Order’’). 9 Id. 10 Notice, 88 FR at 35934. 2 17 E:\FR\FM\20JYN1.SGM 20JYN1 46824 Federal Register / Vol. 88, No. 138 / Thursday, July 20, 2023 / Notices that all required governance and regulatory filings have been completed and New Initiative risks are considered, and establish requirements for the prelaunch verification and testing of the New Initiative.11 ICC proposes three groups of changes to its NIA Policy. First, ICC proposes edits to a review and approval process described in the NIA Policy. Second, ICC proposes formalizing two existing review and approval processes by formally incorporating them into the NIA Policy. Third, ICC seeks to formalize non-material changes to the NIA Policy that were reviewed and approved by the NIAC in 2019 and 2020.12 1. Edits to a Review and Approval Process in the NIA Policy ICC seeks to edit the review and approval process for New Initiatives. As noted above, New Initiatives are any new projects approved by the Steering Committee and identified by the New Initiative Approval Committee as requiring approval prior to launch.13 ICC seeks to change the title of the first step of the New Initiatives review and approval process from ‘‘Submission’’ to ‘‘Creation.’’ In the first step of the New Initiatives review and approval process, the Steering Committee creates a new project proposal and submits it to the NIAC for review. Although the first step of the process remains unchanged, ICC believes that changing the title of the first step from ‘‘Submission’’ to ‘‘Creation’’ will better describe the first step of the New Initiatives review and approval process.14 2. Description of Existing Review and Approval Processes ICC also proposes describing two existing review and approval processes in its NIA Policy, specifically, the review and approval process for Approvals Matrices and Risk Assessments. lotter on DSK11XQN23PROD with NOTICES1 a. Approvals Matrix Review and Approval Process ICC seeks to describe in the NIA Policy its existing three-step review and approval process for Approvals Matrices. An Approvals Matrix is a document reviewed by the New Initiative Approval Committee that evidences and ensures that all necessary approvals have been obtained and all relevant comments have been 11 Id. 12 Id. at 35935. at 35934. 14 Id. at 35935. 13 Id. VerDate Sep<11>2014 17:19 Jul 19, 2023 Jkt 259001 addressed.15 For example, the Approvals Matrix would help ensure that ICC has obtained all necessary regulatory approvals for a New Initiative. ICC is describing in the NIA Policy the existing 16 review and approval process for Approvals Matrices to formalize and describe ICC’s procedures regarding the use of an Approvals Matrix in its review and approval of a given New Initiative.17 The first step of the Approvals Matrix review and approval process is ‘‘Creation.’’ In this step, the NIAC Chair requests an initial draft Approvals Matrix. The NIAC Chair may request an initial draft Approvals Matrix prior to completion of a New Initiative, and in any case prior to ICC being granted all required approvals. Upon this request, the ICC Legal Department prepares the initial draft Approvals Matrix. The Approvals Matrix should include items requiring approval (e.g., ICC Clearing Rules or ICC Procedures); required filings/approvals related to each item (e.g., CFTC, SEC, and ICC Board of Managers); and the date on which approvals were requested, the date on which regulatory filings were filed, and/ or the date on which approvals were granted. The list of required approvals included in the Approvals Matrix should be complete. This means that it should include both granted and to-begranted approvals. Ultimately, the ICC Compliance Department and ICC Risk Oversight Officer both review the initial draft Approvals Matrix, provide their feedback, and confirm that the information captured in the Matrix is accurate. The second step of the Approvals Matrix review and approval process is ‘‘Review/Maintenance.’’ As part of the review and maintenance process, there may be meetings, such as NIAC meetings and a Pre-Launch Verification meeting.18 The NIAC Chair may include a review of the Approvals Matrix in a NIAC meeting pertaining to the relevant New Initiative, and must include a review of the Approvals Matrix in the relevant Pre-Launch Verification meeting. If the Approvals Matrix must 15 New Initiatives Approval Policy and Procedural Framework, Section II.A. 16 ICC’s current NIA Policy defines Approvals Matrix. It also includes a template for the Approvals Matrix and discusses aspects of the Approvals Matrix review and approval process, for example it identifies certain persons responsible for review of the Approvals Matrix. New Initiatives Approval Policy and Procedural Framework. 17 Notice, 88 FR at 35934. 18 Pre-Launch Verification meetings are meant to allow for review of the applicable Approvals Matrix, the risk assessments, and any post-launch stipulations in advance of the approval of the New Initiative. Id. at 35935 n.3. PO 00000 Frm 00094 Fmt 4703 Sfmt 4703 be changed, the ICC Legal Department will make the necessary changes at the request of the NIAC Chair. To indicate which version of the Approvals Matrix is the most current as it moves through the New Initiatives process, the Approvals Matrix will be dated and marked accordingly. The third step of the Approvals Matrix review and approval process is ‘‘Finalization.’’ During this step of the review and approval process, the NIAC Chair confirms with the ICC Legal Department that all required approvals have been received. At the request of the NIAC Chair, the ICC Legal Department must circulate the final Approvals Matrix to the ICC Compliance Department and ICC Risk Oversight Officer. The ICC Legal Department must then provide confirmation to the NIAC Chair that the ICC Compliance Department and the ICC Risk Oversight Officer have reviewed the Approvals Matrix. b. Risk Assessment Review and Approval Process ICC also seeks to describe in the NIA Policy its existing three-step review and approval process for Risk Assessments. A Risk Assessment is a document reviewed by the NIAC that describes key risks identified by the ICC Functional Area Heads 19 and includes mitigation plans, residual impact ratings, and other comments.20 ICC proposes describing the review and approval process for Risk Assessments in the NIA Policy to formalize ICC’s current 21 New Initiatives risk review and approval process.22 The first step of the Risk Assessment review and approval process is ‘‘Creation.’’ This section of the Risk Assessment review and approval process provides detailed instructions with respect to how the initial draft Risk Assessment should be created and reviewed. It requires the NIAC Chair to request that the ICC President, General Counsel, Chief Compliance Officer, Chief Operating Officer, Chief Risk Officer, and Head of ICC Technology all perform initial risk assessments and document these assessments in the Risk Assessment document. Once the ICC 19 Some examples of ICC Functional Area Heads include the General Counsel, Chief Compliance Officer, Chief Operating Officer, Chief Risk Officer, and Head of ICC Technology. Id. at 35935 n.5. 20 Id. at 35935 n.4. 21 ICC’s current NIA Policy defines Risk Assessment. It also includes a template for the Risk Assessment and discusses aspects of the Risk Assessment review and approval process, for example it identifies certain persons responsible for review of the Risk Assessment. New Initiatives Approval Policy and Procedural Framework. 22 Notice, 88 FR at 35935. E:\FR\FM\20JYN1.SGM 20JYN1 lotter on DSK11XQN23PROD with NOTICES1 Federal Register / Vol. 88, No. 138 / Thursday, July 20, 2023 / Notices President and Functional Area Heads complete and document their assessments, all Functional Area Heads must provide their section of the initial draft Risk Assessment to the NIAC Chair. At that point, it is the NIAC Chair’s responsibility to compile the sections received from the Functional Area Heads into a single initial draft Risk Assessment and circulate that Risk Assessment to all Functional Area Heads for their review. As they review the initial draft Risk Assessment, Functional Area Heads should each provide a residual risk rating for each identified risk in the initial draft Risk Assessment. This review and residual risk rating of each identified risk may be completed during an NIAC meeting, at the discretion of the NIAC Chair. The final version of the initial draft Risk Assessment will be circulated to all Functional Area Heads by the NIAC Chair. The proposed ‘‘Creation’’ portion of the Risk Assessment review and approval process, in the NIA Policy, also specifies the content of the initial draft Risk Assessment. Under the proposed change, when completing the Risk Assessment, each Functional Area Head should consider the key risks for their functional area. Functional Area Heads should also document in the Risk Assessment their view of the main risks and any related mitigations. The documentation of the main risks includes: a description of the risk, a description of any expected/ implemented risk mitigations, and a high/medium/low rating of the residual risk after considering the expected/ implemented risk mitigations. Each Functional Area Head should include reference to any work logs or other supporting materials used by the Functional Area Head when performing the Risk Assessment. In the event that an initial draft Risk Assessment is requested prior to the completion of a New Initiative, it should reflect the information available at that time related to the risks and/or expected risks associated with the New Initiative. The second step of the Risk Assessment review and approval process is ‘‘Review/Maintenance’’ of the Risk Assessment. During the ‘‘Review/ Maintenance’’ portion of the Risk Assessment review and approval process, Functional Area Heads may change their risk ratings as mitigation plans evolve to eliminate or reduce risk. The Pre-Launch Verification meeting must include a review of the Risk Assessment. At the discretion of the NIAC Chair, NIAC meetings related to a New Initiative may include a review of the Risk Assessment. During this step, VerDate Sep<11>2014 17:19 Jul 19, 2023 Jkt 259001 the NIAC Chair also coordinates the post-review update and recirculation of the Risk Assessment to the Functional Area Heads and marks the Risk Assessment to indicate which version of the document is most current. The third step of the Risk Assessment review and approval process is ‘‘Finalization’’ of the Risk Assessment. At the Pre-Launch Verification NIAC meeting, the NIAC reviews the latest version of the Risk Assessment and residual risk ratings. The NIAC Chair is made aware of any further revisions to the Risk Assessment prior to the NIAC voting to approve the New Initiative. The NIAC Chair sends the final Risk Assessment to the NIAC after the PreLaunch Verification NIAC meeting. Ultimately, the Functional Area Heads provide their sign-off on the final Risk Assessment via email to the NIAC Chair. 3. 2019 and 2020 Non-Material Updates ICC seeks to formalize changes to the NIA Policy, reviewed and approved by the NIAC in 2019 and 2020, that ICC deems non-material. These changes were made to reflect changes in ICC’s officer positions and titles.23 In 2019, ICC made changes to the positions comprising the NIAC and the NIAC’s leadership. Section II.G describes and identifies who is on the NIAC and who chairs it. It previously listed the Senior Director, Products and Services and Head of Special Projects as members of the NIAC, and identified the Head of Special Projects as the NIAC Chair. The changes delete these positions from the NIAC as they no longer exist. ICC also adds text to Section II.G to reflect that any member of the NIAC may now be the NIAC Chair. The term NIAC Chair is defined in Section II.H. Since the Head of Special Projects can no longer be the NIAC Chair because that position title no longer exists at ICC, ICC has changed the definition of NIAC Chair to ‘‘the individual designated to serve as Chair of the New Initiative Approval Committee by ICC management.’’ Additional references to either the Head of Special Projects, its role as the NIAC Chair or both have been deleted in Section III.B, Attachment C, and Attachment F of the NIA Policy as well. In 2020, ICC made additional changes to the NIA Policy related to the 2019 changes. Attachment D of the NIA Policy contains the NIAC Charter. ICC added text to Attachment D making it clear that ICC Management designates one of the NIAC members to serve as the NIAC Chair. Additionally, references to the Head of Special Projects have been PO 00000 23 Id. at 35935. Frm 00095 Fmt 4703 Sfmt 4703 46825 removed from Exhibit A of Attachment D. Specifically, Exhibit A of Attachment D no longer lists the Head of Special Projects as the NIAC Chair and indicates that the Chair of the NIAC, rather than the Head of Special Projects, may designate who will serve as Committee Secretary. III. Discussion and Commission Findings Section 19(b)(2)(C) of the Act requires the Commission to approve a proposed rule change of a self-regulatory organization if it finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to the organization.24 For the reasons given below, the Commission finds that the proposed rule change is consistent with Section 17A(b)(3)(F) of the Act 25 and Rules 17Ad–22(e)(2) 26 and (e)(17).27 A. Consistency With Section 17A(b)(3)(F) of the Act Under Section 17A(b)(3)(F) of the Act, ICC’s rules, among other things, must 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 . . . .’’ 28 Based on its review of the record, and for the reasons discussed below, the Commission believes that ICC’s proposed rule change is consistent with Section 17A(b)(3)(F) because it helps ensure that New Initiatives are clearly and consistently identified, reviewed, and approved according to appropriate policies and procedures. The Commission has stated that New Initiatives may pose operational or other risks to ICC if not clearly and consistently identified, reviewed, and approved according to appropriate policies and procedures.29 The proposed changes to the NIA Policy make the NIA Policy clearer. For example, ICC seeks to better describe the steps of the review and approval process for New Initiatives with its edits to the existing New Initiatives review and approval process. ICC’s description of a review and approval process for Approvals Matrices and Risk 24 15 U.S.C. 78s(b)(2)(C). U.S.C. 78q–1(b)(3)(F). 26 17 CFR 240Ad–22(e)(2). 27 17 CFR 240Ad–22(e)(17). 28 15 U.S.C. 78q–1(b)(3)(F). 29 Order, 84 FR at 4570. 25 15 E:\FR\FM\20JYN1.SGM 20JYN1 46826 Federal Register / Vol. 88, No. 138 / Thursday, July 20, 2023 / Notices Assessments clarifies a process through which ICC ensures that it obtains all necessary approvals and identifies and addresses all relevant risks with respect to a New Initiative. By incorporating the 2019 and 2020 revisions into the NIA Policy, ICC helps ensure that the NIA Policy is accurate in that it reflects current NIAC membership, persons eligible for NIAC positions, and the persons responsible for naming others to specific NIAC positions. Because the proposed changes make the NIA Policy clearer, they should allow the policy to be applied consistently as well. As such, the proposed revisions should enhance ICC’s ability to manage risks and avoid potential disruptions to operations related to New Initiatives. This enhances ICC’s ability to ensure the prompt and accurate clearance and settlement of securities transactions which also helps ICC assure the safeguarding of securities and funds which are in its custody and control, or for which it is responsible. The Commission believes, therefore, that the proposed rule change is consistent with the requirements of Section 17A(b)(3)(F) of the Act.30 lotter on DSK11XQN23PROD with NOTICES1 B. Consistency with Rule 17Ad– 22(e)(2)(i) and (v) Rule 17Ad–22(e)(2)(i) and (v) require ICC to establish, implement, maintain, and enforce written policies and procedures reasonably designed to provide for governance arrangements that are clear and transparent and that specify clear and direct lines of responsibility.31 The proposed rule change identifies who is eligible to serve as NIAC Chair, which makes the lines of responsibility described in the NIA Policy clearer. As such, ICC’s governance arrangements are made clearer and more transparent overall as a result of the proposed rule change. The proposed rule change also identifies who designates the NIAC Chair and Committee Secretary and identifies individuals responsible for tasks in each step of the review and approval process for Approvals Matrices and Risk Assessments. Including a description of these responsibilities in the NIA Policy helps ensure that clear and transparent information is available regarding roles and responsibilities related to New Initiatives. Thus, the Commission believes, that the proposed rule change is consistent with the requirements of Rules 17Ad–22(e)(2)(i) and (v) of the Act.32 30 15 U.S.C. 78q–1(b)(3)(F). CFR 240.17Ad–22(e)(2). 32 17 CFR 240.17Ad–22(e)(2). 31 17 VerDate Sep<11>2014 17:19 Jul 19, 2023 Jkt 259001 C. Consistency With Rule 17Ad– 22(e)(17) Rule 17Ad–22(e)(17) requires ICC to establish, implement, maintain, and enforce written policies and procedures reasonably designed to identify the plausible sources of operational risk, both internal and external, and mitigate their impact through the use of appropriate systems, policies, procedures and controls.33 Operational risk refers to the likelihood that deficiencies in information systems or internal controls, human errors or misconduct, management failures, unauthorized intrusions into corporate or production systems, or disruptions from external events such as natural disasters, would adversely affect the functioning of a clearing agency.34 As noted above, New Initiatives may pose operational or other risks to ICC if not clearly and consistently identified, reviewed, and approved according to appropriate policies and procedures.35 The proposed rule change describes a standardized method for creating, reviewing, and finalizing Approvals Matrices and Risk Assessments. In doing so it helps ensure that New Initiatives are clearly and consistently identified, reviewed, and approved. The proposed rule change thereby identifies and aids in mitigating a plausible source of operational risk. Thus, the Commission believes, that the proposed rule change is consistent with the requirements of Rule 17Ad–22(e)(17) of the Act.36 IV. Conclusion On the basis of the foregoing, the Commission finds that the proposed rule change is consistent with the requirements of the Act, and in particular, Section 17A(b)(3)(F) of the Act 37 and Rules 17Ad–22(e)(2) 38 and (e)(17) thereunder.39 It is therefore ordered pursuant to Section 19(b)(2) of the Act that the proposed rule change (SR–ICC–2023– 006) be, and hereby is, approved.40 CFR 240.17Ad–22(e)(17). Exchange Act Release No. 78961 (Sept. 28, 2016), 81 FR 70786, 70837 (Oct. 13, 2016) (File No. S7–03–14). 35 Order, 84 FR at 4570. 36 17 CFR 240.17Ad–22(e)(17). 37 15 U.S.C. 78q–1(b)(3)(F). 38 17 CFR 240.17Ad–22(e)(2). 39 17 CFR 240.17Ad–22(e)(17). 40 In approving the proposed rule change, the Commission considered the proposal’s impacts on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). PO 00000 33 17 34 Securities Frm 00096 Fmt 4703 Sfmt 4703 For the Commission by the Division of Trading and Markets, pursuant to delegated authority.41 J. Matthew DeLesDernier, Deputy Secretary. [FR Doc. 2023–15357 Filed 7–19–23; 8:45 am] BILLING CODE 8011–01–P SMALL BUSINESS ADMINISTRATION [Disaster Declaration #18016 and #18017; Vermont Disaster Number VT–00046] Presidential Declaration of a Major Disaster for the State of Vermont U.S. Small Business Administration. ACTION: Notice. AGENCY: This is a Notice of the Presidential declaration of a major disaster for the State of Vermont (FEMA–4720–DR), dated 07/14/2023. Incident: Severe Storms and Flooding. Incident Period: 07/07/2023 and continuing. SUMMARY: Issued on 07/14/2023. Physical Loan Application Deadline Date: 09/12/2023. Economic Injury (EIDL) Loan Application Deadline Date: 04/15/2024. ADDRESSES: Submit completed loan applications to: U.S. Small Business Administration, Processing and Disbursement Center, 14925 Kingsport Road, Fort Worth, TX 76155. FOR FURTHER INFORMATION CONTACT: A. Escobar, Office of Disaster Recovery & Resilience, U.S. Small Business Administration, 409 3rd Street SW, Suite 6050, Washington, DC 20416, (202) 205–6734. SUPPLEMENTARY INFORMATION: Notice is hereby given that as a result of the President’s major disaster declaration on 07/14/2023, applications for disaster loans may be filed at the address listed above or other locally announced locations. The following areas have been determined to be adversely affected by the disaster: Primary Counties (Physical Damage and Economic Injury Loans): Chittenden, Lamoille, Rutland, Washington, Windham, Windsor. Contiguous Counties (Economic Injury Loans Only): Vermont: Addison, Bennington, Caledonia, Franklin, Grand Isle, Orange, Orleans. Massachusetts: Franklin. New Hampshire: Cheshire, Grafton, Sullivan. DATES: 41 17 E:\FR\FM\20JYN1.SGM CFR 200.30–3(a)(12). 20JYN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 88, Number 138 (Thursday, July 20, 2023)]
[Notices]
[Pages 46823-46826]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-15357]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97914; File No. SR-ICC-2023-006]


Self-Regulatory Organizations; ICE Clear Credit LLC; Order 
Approving Proposed Rule Change Relating to ICC's New Initiatives 
Approval Policy and Procedural Framework

July 14, 2023.

I. Introduction

    On May 12, 2023, ICE Clear Credit LLC (``ICC''), 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 to update the ICC 
New Initiatives Approval Policy and Procedural Framework (``NIA 
Policy''). The proposed rule change was published for comment in the 
Federal Register on June 1, 2023.\3\ The Commission has not received 
any comments on the proposed rule change. For the reasons discussed 
below, the Commission is approving the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release No. 97586 (May 25, 2023), 88 
FR 35934 (June 1, 2023) (File No. SR-ICC-2023-006) (``Notice'').
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II. Description of the Proposed Rule Change

A. Background

    ICC is registered with the Commission as a clearing agency for the 
purpose of clearing CDS contracts.\4\ From time to time, ICC implements 
new projects. After ICC's Steering Committee \5\ approves some 
projects, ICC's New Initiative Approval Committee (``NIAC'') must then 
approve them prior to their launch.\6\ New Steering Committee-approved 
projects that must be approved by the NIAC prior to their launch are 
called New Initiatives.\7\ New Initiatives may involve new and material 
modifications to the risk or pricing methodology; potentially 
significant changes to the processing system, ICC Clearing Rules, or 
clearing operating procedures; or Model Changes classified as 
Materiality A \8\ under ICC's Model Validation Framework.\9\ The NIA 
Policy sets forth ICC's policies and procedures for the review and 
approval of New Initiatives to be offered or implemented by ICC.\10\ 
The NIA Policy is meant to notify all relevant ICC departments of the 
introduction of the New Initiative, provide for information sharing 
between departments, ensure prior to the launch of a New Initiative

[[Page 46824]]

that all required governance and regulatory filings have been completed 
and New Initiative risks are considered, and establish requirements for 
the pre-launch verification and testing of the New Initiative.\11\
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    \4\ Capitalized terms not otherwise defined herein have the 
meanings assigned to them in ICC's Clearing Rules.
    \5\ The Steering Committee is an ICC management committee 
responsible for prioritizing the implementation of initiatives and 
monitoring and guiding delivery of those initiatives. Notice, 88 FR 
at 35934.
    \6\ Id.
    \7\ Id.
    \8\ ICC classifies its Model Changes based on how substantially 
the Model Change affects the ICC risk management system's assessment 
of risk for the related risk driver. Model Changes classified as 
Materiality A have a substantial impact on the risk management 
system's assessment of risk for a related risk driver. Securities 
Exchange Act Release No. 85105 (Feb. 11, 2019), 84 FR 4570 n.18 
(Feb. 15, 2019) (File No. SR-ICC-2018-011) (``Order'').
    \9\ Id.
    \10\ Notice, 88 FR at 35934.
    \11\ Id.
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    ICC proposes three groups of changes to its NIA Policy. First, ICC 
proposes edits to a review and approval process described in the NIA 
Policy. Second, ICC proposes formalizing two existing review and 
approval processes by formally incorporating them into the NIA Policy. 
Third, ICC seeks to formalize non-material changes to the NIA Policy 
that were reviewed and approved by the NIAC in 2019 and 2020.\12\
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    \12\ Id. at 35935.
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1. Edits to a Review and Approval Process in the NIA Policy
    ICC seeks to edit the review and approval process for New 
Initiatives. As noted above, New Initiatives are any new projects 
approved by the Steering Committee and identified by the New Initiative 
Approval Committee as requiring approval prior to launch.\13\ ICC seeks 
to change the title of the first step of the New Initiatives review and 
approval process from ``Submission'' to ``Creation.'' In the first step 
of the New Initiatives review and approval process, the Steering 
Committee creates a new project proposal and submits it to the NIAC for 
review. Although the first step of the process remains unchanged, ICC 
believes that changing the title of the first step from ``Submission'' 
to ``Creation'' will better describe the first step of the New 
Initiatives review and approval process.\14\
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    \13\ Id. at 35934.
    \14\ Id. at 35935.
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2. Description of Existing Review and Approval Processes
    ICC also proposes describing two existing review and approval 
processes in its NIA Policy, specifically, the review and approval 
process for Approvals Matrices and Risk Assessments.
a. Approvals Matrix Review and Approval Process
    ICC seeks to describe in the NIA Policy its existing three-step 
review and approval process for Approvals Matrices. An Approvals Matrix 
is a document reviewed by the New Initiative Approval Committee that 
evidences and ensures that all necessary approvals have been obtained 
and all relevant comments have been addressed.\15\ For example, the 
Approvals Matrix would help ensure that ICC has obtained all necessary 
regulatory approvals for a New Initiative. ICC is describing in the NIA 
Policy the existing \16\ review and approval process for Approvals 
Matrices to formalize and describe ICC's procedures regarding the use 
of an Approvals Matrix in its review and approval of a given New 
Initiative.\17\
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    \15\ New Initiatives Approval Policy and Procedural Framework, 
Section II.A.
    \16\ ICC's current NIA Policy defines Approvals Matrix. It also 
includes a template for the Approvals Matrix and discusses aspects 
of the Approvals Matrix review and approval process, for example it 
identifies certain persons responsible for review of the Approvals 
Matrix. New Initiatives Approval Policy and Procedural Framework.
    \17\ Notice, 88 FR at 35934.
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    The first step of the Approvals Matrix review and approval process 
is ``Creation.'' In this step, the NIAC Chair requests an initial draft 
Approvals Matrix. The NIAC Chair may request an initial draft Approvals 
Matrix prior to completion of a New Initiative, and in any case prior 
to ICC being granted all required approvals. Upon this request, the ICC 
Legal Department prepares the initial draft Approvals Matrix. The 
Approvals Matrix should include items requiring approval (e.g., ICC 
Clearing Rules or ICC Procedures); required filings/approvals related 
to each item (e.g., CFTC, SEC, and ICC Board of Managers); and the date 
on which approvals were requested, the date on which regulatory filings 
were filed, and/or the date on which approvals were granted. The list 
of required approvals included in the Approvals Matrix should be 
complete. This means that it should include both granted and to-be-
granted approvals. Ultimately, the ICC Compliance Department and ICC 
Risk Oversight Officer both review the initial draft Approvals Matrix, 
provide their feedback, and confirm that the information captured in 
the Matrix is accurate.
    The second step of the Approvals Matrix review and approval process 
is ``Review/Maintenance.'' As part of the review and maintenance 
process, there may be meetings, such as NIAC meetings and a Pre-Launch 
Verification meeting.\18\ The NIAC Chair may include a review of the 
Approvals Matrix in a NIAC meeting pertaining to the relevant New 
Initiative, and must include a review of the Approvals Matrix in the 
relevant Pre-Launch Verification meeting. If the Approvals Matrix must 
be changed, the ICC Legal Department will make the necessary changes at 
the request of the NIAC Chair. To indicate which version of the 
Approvals Matrix is the most current as it moves through the New 
Initiatives process, the Approvals Matrix will be dated and marked 
accordingly.
---------------------------------------------------------------------------

    \18\ Pre-Launch Verification meetings are meant to allow for 
review of the applicable Approvals Matrix, the risk assessments, and 
any post-launch stipulations in advance of the approval of the New 
Initiative. Id. at 35935 n.3.
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    The third step of the Approvals Matrix review and approval process 
is ``Finalization.'' During this step of the review and approval 
process, the NIAC Chair confirms with the ICC Legal Department that all 
required approvals have been received. At the request of the NIAC 
Chair, the ICC Legal Department must circulate the final Approvals 
Matrix to the ICC Compliance Department and ICC Risk Oversight Officer. 
The ICC Legal Department must then provide confirmation to the NIAC 
Chair that the ICC Compliance Department and the ICC Risk Oversight 
Officer have reviewed the Approvals Matrix.
b. Risk Assessment Review and Approval Process
    ICC also seeks to describe in the NIA Policy its existing three-
step review and approval process for Risk Assessments. A Risk 
Assessment is a document reviewed by the NIAC that describes key risks 
identified by the ICC Functional Area Heads \19\ and includes 
mitigation plans, residual impact ratings, and other comments.\20\ ICC 
proposes describing the review and approval process for Risk 
Assessments in the NIA Policy to formalize ICC's current \21\ New 
Initiatives risk review and approval process.\22\
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    \19\ Some examples of ICC Functional Area Heads include the 
General Counsel, Chief Compliance Officer, Chief Operating Officer, 
Chief Risk Officer, and Head of ICC Technology. Id. at 35935 n.5.
    \20\ Id. at 35935 n.4.
    \21\ ICC's current NIA Policy defines Risk Assessment. It also 
includes a template for the Risk Assessment and discusses aspects of 
the Risk Assessment review and approval process, for example it 
identifies certain persons responsible for review of the Risk 
Assessment. New Initiatives Approval Policy and Procedural 
Framework.
    \22\ Notice, 88 FR at 35935.
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    The first step of the Risk Assessment review and approval process 
is ``Creation.'' This section of the Risk Assessment review and 
approval process provides detailed instructions with respect to how the 
initial draft Risk Assessment should be created and reviewed. It 
requires the NIAC Chair to request that the ICC President, General 
Counsel, Chief Compliance Officer, Chief Operating Officer, Chief Risk 
Officer, and Head of ICC Technology all perform initial risk 
assessments and document these assessments in the Risk Assessment 
document. Once the ICC

[[Page 46825]]

President and Functional Area Heads complete and document their 
assessments, all Functional Area Heads must provide their section of 
the initial draft Risk Assessment to the NIAC Chair. At that point, it 
is the NIAC Chair's responsibility to compile the sections received 
from the Functional Area Heads into a single initial draft Risk 
Assessment and circulate that Risk Assessment to all Functional Area 
Heads for their review. As they review the initial draft Risk 
Assessment, Functional Area Heads should each provide a residual risk 
rating for each identified risk in the initial draft Risk Assessment. 
This review and residual risk rating of each identified risk may be 
completed during an NIAC meeting, at the discretion of the NIAC Chair. 
The final version of the initial draft Risk Assessment will be 
circulated to all Functional Area Heads by the NIAC Chair.
    The proposed ``Creation'' portion of the Risk Assessment review and 
approval process, in the NIA Policy, also specifies the content of the 
initial draft Risk Assessment. Under the proposed change, when 
completing the Risk Assessment, each Functional Area Head should 
consider the key risks for their functional area. Functional Area Heads 
should also document in the Risk Assessment their view of the main 
risks and any related mitigations. The documentation of the main risks 
includes: a description of the risk, a description of any expected/
implemented risk mitigations, and a high/medium/low rating of the 
residual risk after considering the expected/implemented risk 
mitigations. Each Functional Area Head should include reference to any 
work logs or other supporting materials used by the Functional Area 
Head when performing the Risk Assessment. In the event that an initial 
draft Risk Assessment is requested prior to the completion of a New 
Initiative, it should reflect the information available at that time 
related to the risks and/or expected risks associated with the New 
Initiative.
    The second step of the Risk Assessment review and approval process 
is ``Review/Maintenance'' of the Risk Assessment. During the ``Review/
Maintenance'' portion of the Risk Assessment review and approval 
process, Functional Area Heads may change their risk ratings as 
mitigation plans evolve to eliminate or reduce risk. The Pre-Launch 
Verification meeting must include a review of the Risk Assessment. At 
the discretion of the NIAC Chair, NIAC meetings related to a New 
Initiative may include a review of the Risk Assessment. During this 
step, the NIAC Chair also coordinates the post-review update and 
recirculation of the Risk Assessment to the Functional Area Heads and 
marks the Risk Assessment to indicate which version of the document is 
most current.
    The third step of the Risk Assessment review and approval process 
is ``Finalization'' of the Risk Assessment. At the Pre-Launch 
Verification NIAC meeting, the NIAC reviews the latest version of the 
Risk Assessment and residual risk ratings. The NIAC Chair is made aware 
of any further revisions to the Risk Assessment prior to the NIAC 
voting to approve the New Initiative. The NIAC Chair sends the final 
Risk Assessment to the NIAC after the Pre-Launch Verification NIAC 
meeting. Ultimately, the Functional Area Heads provide their sign-off 
on the final Risk Assessment via email to the NIAC Chair.
3. 2019 and 2020 Non-Material Updates
    ICC seeks to formalize changes to the NIA Policy, reviewed and 
approved by the NIAC in 2019 and 2020, that ICC deems non-material. 
These changes were made to reflect changes in ICC's officer positions 
and titles.\23\
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    \23\ Id. at 35935.
---------------------------------------------------------------------------

    In 2019, ICC made changes to the positions comprising the NIAC and 
the NIAC's leadership. Section II.G describes and identifies who is on 
the NIAC and who chairs it. It previously listed the Senior Director, 
Products and Services and Head of Special Projects as members of the 
NIAC, and identified the Head of Special Projects as the NIAC Chair. 
The changes delete these positions from the NIAC as they no longer 
exist. ICC also adds text to Section II.G to reflect that any member of 
the NIAC may now be the NIAC Chair. The term NIAC Chair is defined in 
Section II.H. Since the Head of Special Projects can no longer be the 
NIAC Chair because that position title no longer exists at ICC, ICC has 
changed the definition of NIAC Chair to ``the individual designated to 
serve as Chair of the New Initiative Approval Committee by ICC 
management.'' Additional references to either the Head of Special 
Projects, its role as the NIAC Chair or both have been deleted in 
Section III.B, Attachment C, and Attachment F of the NIA Policy as 
well.
    In 2020, ICC made additional changes to the NIA Policy related to 
the 2019 changes. Attachment D of the NIA Policy contains the NIAC 
Charter. ICC added text to Attachment D making it clear that ICC 
Management designates one of the NIAC members to serve as the NIAC 
Chair. Additionally, references to the Head of Special Projects have 
been removed from Exhibit A of Attachment D. Specifically, Exhibit A of 
Attachment D no longer lists the Head of Special Projects as the NIAC 
Chair and indicates that the Chair of the NIAC, rather than the Head of 
Special Projects, may designate who will serve as Committee Secretary.

III. Discussion and Commission Findings

    Section 19(b)(2)(C) of the Act requires the Commission to approve a 
proposed rule change of a self-regulatory organization if it finds that 
the proposed rule change is consistent with the requirements of the Act 
and the rules and regulations thereunder applicable to the 
organization.\24\ For the reasons given below, the Commission finds 
that the proposed rule change is consistent with Section 17A(b)(3)(F) 
of the Act \25\ and Rules 17Ad-22(e)(2) \26\ and (e)(17).\27\
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    \24\ 15 U.S.C. 78s(b)(2)(C).
    \25\ 15 U.S.C. 78q-1(b)(3)(F).
    \26\ 17 CFR 240Ad-22(e)(2).
    \27\ 17 CFR 240Ad-22(e)(17).
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A. Consistency With Section 17A(b)(3)(F) of the Act

    Under Section 17A(b)(3)(F) of the Act, ICC's rules, among other 
things, must 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 . . . .'' \28\ Based on its review of the record, and for the 
reasons discussed below, the Commission believes that ICC's proposed 
rule change is consistent with Section 17A(b)(3)(F) because it helps 
ensure that New Initiatives are clearly and consistently identified, 
reviewed, and approved according to appropriate policies and 
procedures.
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

    The Commission has stated that New Initiatives may pose operational 
or other risks to ICC if not clearly and consistently identified, 
reviewed, and approved according to appropriate policies and 
procedures.\29\ The proposed changes to the NIA Policy make the NIA 
Policy clearer. For example, ICC seeks to better describe the steps of 
the review and approval process for New Initiatives with its edits to 
the existing New Initiatives review and approval process. ICC's 
description of a review and approval process for Approvals Matrices and 
Risk

[[Page 46826]]

Assessments clarifies a process through which ICC ensures that it 
obtains all necessary approvals and identifies and addresses all 
relevant risks with respect to a New Initiative. By incorporating the 
2019 and 2020 revisions into the NIA Policy, ICC helps ensure that the 
NIA Policy is accurate in that it reflects current NIAC membership, 
persons eligible for NIAC positions, and the persons responsible for 
naming others to specific NIAC positions. Because the proposed changes 
make the NIA Policy clearer, they should allow the policy to be applied 
consistently as well. As such, the proposed revisions should enhance 
ICC's ability to manage risks and avoid potential disruptions to 
operations related to New Initiatives. This enhances ICC's ability to 
ensure the prompt and accurate clearance and settlement of securities 
transactions which also helps ICC assure the safeguarding of securities 
and funds which are in its custody and control, or for which it is 
responsible.
---------------------------------------------------------------------------

    \29\ Order, 84 FR at 4570.
---------------------------------------------------------------------------

    The Commission believes, therefore, that the proposed rule change 
is consistent with the requirements of Section 17A(b)(3)(F) of the 
Act.\30\
---------------------------------------------------------------------------

    \30\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

B. Consistency with Rule 17Ad-22(e)(2)(i) and (v)

    Rule 17Ad-22(e)(2)(i) and (v) require ICC to establish, implement, 
maintain, and enforce written policies and procedures reasonably 
designed to provide for governance arrangements that are clear and 
transparent and that specify clear and direct lines of 
responsibility.\31\ The proposed rule change identifies who is eligible 
to serve as NIAC Chair, which makes the lines of responsibility 
described in the NIA Policy clearer. As such, ICC's governance 
arrangements are made clearer and more transparent overall as a result 
of the proposed rule change. The proposed rule change also identifies 
who designates the NIAC Chair and Committee Secretary and identifies 
individuals responsible for tasks in each step of the review and 
approval process for Approvals Matrices and Risk Assessments. Including 
a description of these responsibilities in the NIA Policy helps ensure 
that clear and transparent information is available regarding roles and 
responsibilities related to New Initiatives. Thus, the Commission 
believes, that the proposed rule change is consistent with the 
requirements of Rules 17Ad-22(e)(2)(i) and (v) of the Act.\32\
---------------------------------------------------------------------------

    \31\ 17 CFR 240.17Ad-22(e)(2).
    \32\ 17 CFR 240.17Ad-22(e)(2).
---------------------------------------------------------------------------

C. Consistency With Rule 17Ad-22(e)(17)

    Rule 17Ad-22(e)(17) requires ICC to establish, implement, maintain, 
and enforce written policies and procedures reasonably designed to 
identify the plausible sources of operational risk, both internal and 
external, and mitigate their impact through the use of appropriate 
systems, policies, procedures and controls.\33\ Operational risk refers 
to the likelihood that deficiencies in information systems or internal 
controls, human errors or misconduct, management failures, unauthorized 
intrusions into corporate or production systems, or disruptions from 
external events such as natural disasters, would adversely affect the 
functioning of a clearing agency.\34\ As noted above, New Initiatives 
may pose operational or other risks to ICC if not clearly and 
consistently identified, reviewed, and approved according to 
appropriate policies and procedures.\35\ The proposed rule change 
describes a standardized method for creating, reviewing, and finalizing 
Approvals Matrices and Risk Assessments. In doing so it helps ensure 
that New Initiatives are clearly and consistently identified, reviewed, 
and approved. The proposed rule change thereby identifies and aids in 
mitigating a plausible source of operational risk. Thus, the Commission 
believes, that the proposed rule change is consistent with the 
requirements of Rule 17Ad-22(e)(17) of the Act.\36\
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    \33\ 17 CFR 240.17Ad-22(e)(17).
    \34\ Securities Exchange Act Release No. 78961 (Sept. 28, 2016), 
81 FR 70786, 70837 (Oct. 13, 2016) (File No. S7-03-14).
    \35\ Order, 84 FR at 4570.
    \36\ 17 CFR 240.17Ad-22(e)(17).
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IV. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposed rule change is consistent with the requirements of the Act, 
and in particular, Section 17A(b)(3)(F) of the Act \37\ and Rules 17Ad-
22(e)(2) \38\ and (e)(17) thereunder.\39\
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    \37\ 15 U.S.C. 78q-1(b)(3)(F).
    \38\ 17 CFR 240.17Ad-22(e)(2).
    \39\ 17 CFR 240.17Ad-22(e)(17).
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    It is therefore ordered pursuant to Section 19(b)(2) of the Act 
that the proposed rule change (SR-ICC-2023-006) be, and hereby is, 
approved.\40\
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    \40\ In approving the proposed rule change, the Commission 
considered the proposal's impacts 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.\41\
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    \41\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2023-15357 Filed 7-19-23; 8:45 am]
BILLING CODE 8011-01-P

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