80_FR_25426 80 FR 25341 - Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing of Proposed Rule Change To Amend the Sixth Amended and Restated Operating Agreement of the Exchange

80 FR 25341 - Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing of Proposed Rule Change To Amend the Sixth Amended and Restated Operating Agreement of the Exchange

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 85 (May 4, 2015)

Page Range25341-25344
FR Document2015-10312

Federal Register, Volume 80 Issue 85 (Monday, May 4, 2015)
[Federal Register Volume 80, Number 85 (Monday, May 4, 2015)]
[Notices]
[Pages 25341-25344]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-10312]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74825; File No. SR-NYSEMKT-2015-27]


Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing of 
Proposed Rule Change To Amend the Sixth Amended and Restated Operating 
Agreement of the Exchange

April 28, 2015.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'')\2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on April 17, 2015, NYSE MKT LLC (the ``Exchange'' or ``NYSE 
MKT'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the Sixth Amended and Restated 
Operating Agreement of the Exchange (``Operating Agreement'') to (1) 
establish a Regulatory Oversight Committee (``ROC'') as a committee of 
the board of directors of the Exchange (the ``Board''), and (2) remove 
the requirement that the independent directors that make up the 
majority of the Board also be directors of Intercontinental Exchange, 
Inc., the Exchange's parent company. The text of the proposed rule 
change is available on the Exchange's Web site at www.nyse.com, at the 
principal office of the Exchange, and at the Commission's Public 
Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

[[Page 25342]]

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the Operating Agreement to (a) 
establish a ROC as a committee of the Board, and (b) remove the 
requirement that the independent directors that make up the majority of 
the Board also be directors of Intercontinental Exchange, Inc. 
(``ICE''), the Exchange's parent company.
Creation of a ROC
    The proposed ROC would have the responsibility to independently 
monitor the Exchange's regulatory operations.\4\ To effectuate this 
change, the Exchange proposes to amend Section 2.03(h) of the Operating 
Agreement to add a subsection (ii) providing for a ROC and delineating 
its composition and functions. The proposed new Section 2.03(h)(ii) of 
the Operating Agreement would be substantially similar to Article III, 
Section 5(c) of the By-Laws of the NASDAQ Stock Market LLC 
(``Committees Composed Solely of Directors'').\5\
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    \4\ NYSE Regulation, Inc. (``NYSE Regulation''), a not-for-
profit subsidiary of the Exchange's affiliate New York Stock 
Exchange LLC (``NYSE''), performs all of the Exchange's regulatory 
functions pursuant to an intercompany Regulatory Services Agreement 
(``RSA'') that gives the Exchange the contractual right to review 
NYSE Regulation's performance. NYSE Regulation performs regulatory 
functions for the Exchange's affiliate NYSE Arca, Inc. (``NYSE 
Arca'') pursuant to a similar intercompany RSA. NYSE Arca has 
submitted a similar proposal to establish a ROC with primary 
responsibility for overseeing regulatory operations. See SR-
NYSEArca-2015-29.
    \5\ See Securities Exchange Act Release No. 34-53128 (January 
13, 2006), 71 FR 3550 (January 23, 2006) (File No. 10-131) 
(``Release No. 34-53128'') (order granting application of NASDAQ 
Stock Market LLC (``NASDAQ'') for registration as a national 
securities exchange). As noted below, members of the NASDAQ ROC must 
satisfy NASDAQ's public director requirements in addition to its 
independent director requirements. NASDAQ defines a public director 
as ``a Director who has no material business relationship with a 
broker or dealer, the Company or its affiliates, or FINRA.'' NASDAQ 
Bylaws, Article I(y). The Exchange does not have separate public 
director requirements and does not distinguish between public and 
independent directors but notes that, like the NASDAQ public 
director requirement, in order to meet the Exchange's independence 
requirements, a director must ``not have any material 
relationships'' with ICE and its subsidiaries. In addition, among 
other limitations, in order to be found independent, a director may 
not be a member, allied member, or employed by a member organization 
of the Exchange. See Independence Policy of Board of Directors of 
NYSE MKT LLC, available at http://wallstreet.cch.com/MKT/pdf/independence_policy.pdf. See also Securities Exchange Act Release 
No. 67564 (August 1, 2012), 77 FR 47161 (August 7, 2012) (SR-NYSE-
2012-17; SR-NYSEArca-2012-59; SR-NYSEMKT-2012-07) (approving NYSE 
MKT's director independence policy).
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    In particular, Section 2.03(h)(ii) would provide that the Board 
shall appoint a ROC on an annual basis. Proposed Section 2.03(h)(ii) 
would describe the composition of the ROC. Proposed Section 2.03(h)(ii) 
would also describe the functions and authority of the ROC. The 
proposed ROC's responsibilities would be to:
     Oversee the Exchange's regulatory and self-regulatory 
organization responsibilities and evaluate the adequacy and 
effectiveness of the Exchange's regulatory and self-regulatory 
organization responsibilities;
     Assess the Exchange's regulatory performance; and
     Advise and make recommendations to the Board or other 
committees of the Board about the Exchange's regulatory compliance, 
effectiveness and plans.\6\
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    \6\ These three core responsibilities of the proposed ROC would 
be substantially similar to those of other SROs' ROCs. See, e.g., 
NASDAQ Bylaws, Article III, Section 5 (``NASDAQ Bylaws''); 
Securities Exchange Act Release No. 34-58375 (August 18, 2008), 73 
FR 49498, 49502 (August 21, 2008) (File No. 10-182) (``Release No. 
34-58375'') (approving application of BATS Exchange, Inc. (``BATS'') 
seeking registration as a national securities exchange); Securities 
Exchange Act Release No. 34-61698 (March 10, 2010), 75 FR 13151, 
13161 (March 12, 2010) (``Release No. 34-61698'') (approving 
application of EDGX Exchange, Inc. and EDGA Exchange, Inc., seeking 
registration as a national securities exchange); and Amended and 
Restated By-Laws of Miami International Securities Exchange, LLC, 
Article IV, Section 4.5(c).
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    In furtherance of these functions, the proposed new subsection of 
the Operating Agreement would provide the ROC with the authority and 
obligation to review the regulatory budget of the Exchange and 
specifically inquire into the adequacy of resources available in the 
budget for regulatory activities. Under the proposed amendment, the ROC 
would be charged with meeting regularly with the Chief Regulatory 
Officer (``CRO'') in executive session and, in consultation with the 
Exchange's Chief Executive Officer, establishing the goals, assessing 
the performance, and recommending the CRO's compensation. Finally, 
under the proposed rule, the ROC would be responsible for keeping the 
Board informed with respect to the foregoing matters.\7\
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    \7\ The obligations of the proposed ROC would be substantially 
similar to those of other SROs' ROCs. See, e.g., NASDAQ Bylaws, 
Article III, Section 5; Bylaws of NASDAQ OMX PHLX LLC, Article V, 
Section 5-2; Third Amended and Restated Bylaws of BATS Exchange, 
Inc., Article V, Section 6(c).
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    The Exchange proposes that the ROC would consist of at least three 
members, each of whom would be a director of either the Exchange or of 
NYSE Regulation and who satisfies the independence requirements of the 
Exchange.\8\ The Exchange believes that a ROC comprised of at least 
three independent members is appropriate. The size and composition of 
the proposed ROC would be largely the same as that of the ROCs of other 
self-regulatory organizations (``SROs''), with the exception of the 
possibility to include independent directors of NYSE Regulation on the 
ROC.\9\ A ROC with at least three independent directors has been 
recognized as one of several measures that can help ensure the 
independence of the regulatory function from the market operations and 
commercial interests of a national securities exchange.\10\
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    \8\ The Exchange's independence requirements are set forth in 
the Independence Policy of the Board of Directors of the Exchange. 
See supra, note 5.
    \9\ See e.g., NASDAQ By-laws, Article III, Section 5(c) 
(specifying a ROC comprising three directors who must satisfy both 
NASDAQ's public director and independent director requirements); 
Third Amended and Restated Bylaws of BATS Exchange, Inc., Article V, 
Section 6(c) (``BATS Bylaws'') (specifying a ROC comprising three 
non-industry (i.e., public) directors); and Chicago Board Options 
Exchange, Incorporated (``CBOE'') Bylaws, Article IV, Section 4.5 
(specifying a ROC of at least three directors all of whom shall be 
``non-industry'' directors).
    \10\ See, e.g., Release No. 34-53128, 71 FR at 3555 (NASDAQ); 
Release No. 34-58375, 73 FR at 49502 (BATS); Securities Exchange Act 
Release No. 34-61152 (December 10, 2009), 74 FR 66699, 66704-705 
(December 16, 2009) (File No. 10-191) (approving application of C2 
Options Exchange, Incorporated, seeking registration as a national 
securities exchange); and Release No. 34-61698, 75 FR at 13161.
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    Further, proposed Section 2.03(h)(ii) would provide that the Board 
may, on affirmative vote of a majority of directors, at any time remove 
a member of the ROC for cause. Proposed Section 2.03(h)(ii) would also 
provide that a failure of the member to qualify as independent under 
the independence policy would constitute a basis to remove a member of 
the ROC for cause. Similar authority is found in the bylaws governing 
the ROCs of other SROs.\11\ In addition, proposed Section 2.03(h)(ii) 
would provide that, if the term of office of a ROC committee member 
terminates under this section, and the remaining term of office of such 
committee member at the time of termination is not more than three 
months, during the period of vacancy the ROC would not be deemed to be 
in violation of its compositional requirements by virtue of the 
vacancy. Once again, this is consistent with the rules and bylaws of

[[Page 25343]]

other SROs.\12\ Finally, the Exchange proposes to add text to Section 
2.03(h) providing that vacancies in the membership of any board 
committee would be filled by the Exchange Board.\13\
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    \11\ See e.g., BATS Bylaws, Article V, Section 2(a) (``the 
Chairman may, at any time, with or without cause, remove any member 
of a committee so appointed, with the approval of the Board.''); 
Second Amended and Restated By-laws of National Stock Exchange, 
Inc., Article V, Section 5.2 (same).
    \12\ See e.g., NASDAQ Bylaws, Article III, Section 2(b).
    \13\ NASDAQ has the same provision. See Second Amended Limited 
Liability Co. Agreement of the NASDAQ Stock Market LLC, Section 
9(g).
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    The Exchange proposes that members of the ROC could be independent 
directors of either the Exchange Board or the NYSE Regulation board. 
The proposed eligibility of independent directors of the NYSE 
Regulation board for the ROC would allow individuals to be members of 
the ROC who have direct experience in overseeing the adequacy and 
effectiveness of the Exchange's and its affiliates' regulatory 
programs.
    The Exchange believes that the proposed rule change creating an 
independent board committee to oversee the adequacy and effectiveness 
of the performance of its self-regulatory responsibilities is 
consistent with previously approved rule changes for other self-
regulatory organizations and would enable the Exchange to harmonize its 
corporate governance with that of its industry peers.\14\ Moreover, the 
Exchange believes that the proposed adoption of a ROC would ensure the 
continued independence of the regulatory process.\15\ The fundamental 
hallmarks of regulatory independence--determinations regarding the 
Exchange's regulatory plan, programs, budget and staffing made by 
individuals independent of Exchange management and a CRO having general 
supervision of the regulatory operations of the Exchange and reporting 
to a ROC--are integral to the proposal.\16\
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    \14\ See NASDAQ Bylaws, Article III, Section 5(c); BATS Bylaws, 
Article V, Section 6(c).
    \15\ See, e.g., Securities Exchange Act Release No. 34-48946 
(December 17, 2003), 68 FR 74678, 74687 (August 21, 2008) (SR-NYSE-
2003-34).
    \16\ See, e.g., Release No. 34-53128, 71 FR at 3555. In 
connection with its acquisition by the NYSE in 2008, the Exchange's 
ROC was eliminated and the Exchange contracted with NYSE Regulation 
to perform all of its regulatory functions. See note 4, supra. The 
approval order noted that ``the governance of NYSE Regulation will 
provide a comparable level of independence that a ROC would 
provide.'' See Securities Exchange Act Release No. 34-58673 
(September 29, 2008), 73 FR 57707 (October 3, 2008) (SR-Amex-2008-
62, SR-NYSE-2008-60) (``Amex Approval Order'').
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Exchange Independent Directors
    Section 2.03(a)(i) of the Operating Agreement, which governs Board 
composition, provides that a majority of the Exchange's directors shall 
be U.S. Persons \17\ who are members of the board of directors of ICE 
that satisfy the Exchange's independence requirements.\18\ Such 
directors are defined as ``ICE Independent Directors'' in the Operating 
Agreement. The Exchange proposes to amend Section 2.03(a)(i) of the 
Operating Agreement to remove the requirement that the independent 
directors that make up the majority of the Board also be directors of 
ICE, to redefine ``ICE Independent Directors'' to remove the reference 
to ICE, and to make conforming changes in both Section 2.03(a)(i) and 
Section 2.03(a)(ii). The majority of directors of the Exchange Board 
would continue to satisfy the company independence policy.
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    \17\ Pursuant to Section 2.03(a)(1) [sic] of the Operating 
Agreement, a director is a ``U.S. Person'' if, as of the date of his 
or her most recent election or appointment to the Board, his or her 
domicile is, and for the immediately preceding 24 months has been, 
the United States. The Exchange does not propose to amend this 
requirement.
    \18\ See note 5, supra.
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    The Exchange believes that eliminating the requirement that the 
independent directors of the Exchange also be directors of ICE would 
allow the Exchange to broaden the pool of potential Board members, 
resulting in a more diversified Board membership, while still ensuring 
the directors' independence. Eliminating the requirement that the 
independent directors of the Exchange also be directors of ICE would 
also make the Exchange's Board requirements more consistent with those 
of its affiliate NYSE Arca, which do not require any of its directors 
to be directors of ICE.\19\
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    \19\ See Amended and Restated NYSE Arca Bylaws, Article III, 
Section 3.02. The Exchange notes that its affiliate NYSE has also 
submitted a proposal to amend its Operating Agreement to remove the 
requirement that the independent directors that make up the majority 
of the Exchange Board also be directors of ICE, and to redefine 
``ICE Independent Directors'' to remove the reference to ICE. See 
SR-NYSE-2015-16.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \20\ in general, and with Section 
6(b)(1) \21\ in particular, in that it enables the Exchange to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Exchange Act and to comply, and to enforce compliance by its 
exchange members and persons associated with its exchange members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange.
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    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78f(b)(1).
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    The proposed change would create an independent board committee to 
oversee the adequacy and effectiveness of the performance of the 
Exchange's self-regulatory responsibilities. The proposed ROC, similar 
in composition and functions to the approved ROCs of other SROs, would 
be designed to oversee the Exchange's regulatory and self-regulatory 
organization responsibilities and evaluate the adequacy and 
effectiveness of the Exchange's regulatory and self-regulatory 
organization responsibilities; assess the Exchange's regulatory 
performance; and advise and make recommendations to the Board or other 
committees of the Board about the Exchange's regulatory compliance 
effectiveness and plans.
    As noted, the Exchange proposes that members of the ROC could be 
independent directors of either the Exchange Board or the NYSE 
Regulation board. The Exchange believes that proposing to allow 
independent directors of the NYSE Regulation board to be eligible for 
the ROC would provide the choice to include these individuals whose 
have direct experience in overseeing the adequacy and effectiveness of 
the Exchange's and its affiliates' regulatory programs. Accordingly, 
the Exchange believes that the proposed rule change would contribute to 
the orderly operation of the Exchange and would enable the Exchange to 
be so organized as to have the capacity to carry out the purposes of 
the Exchange Act and comply and enforce compliance by its members and 
persons associated with its members, with the provisions of the 
Exchange Act. The Exchange therefore believes that approval of the 
amendment to the Bylaws [sic] is consistent with Section 6(b)(1) of the 
Exchange Act.
    Further, the Exchange believes its proposed change to remove the 
requirement that the independent directors that make up the majority of 
the Exchange Board also be ICE directors and redefine ``ICE Independent 
Directors'' to remove the reference to ICE is consistent with the 
Exchange Act. As noted above, this change would allow the Exchange to 
consider including individuals on its Board that are not already 
members of the ICE board. The Exchange believes that a more diversified 
pool of Board members would allow it to include individuals on its 
Board that could focus on the unique responsibilities of an SRO. This 
change would also make the Exchange's Board requirements more 
consistent with those of its affiliate NYSE Arca, which does not 
require its directors to be ICE directors. For these reasons, the

[[Page 25344]]

Exchange believes that the proposed rule change would contribute to the 
orderly operation of the Exchange and would enable the Exchange to be 
so organized as to have the capacity to carry out the purposes of the 
Exchange Act and comply and enforce compliance with the provisions of 
the Exchange Act by its members and persons associated with its 
members. The Exchange therefore believes that approval of the proposed 
is consistent with Section 6(b)(1) of the Exchange Act.
    The Exchange also believes that this filing furthers the objectives 
of Section 6(b)(5) of the Exchange Act \22\ because the proposed rule 
change would be consistent with and facilitate a governance and 
regulatory structure that is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in 
securities, to remove impediments to, and perfect the mechanism of a 
free and open market and a national market system and, in general, to 
protect investors and the public interest.
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    \22\ 15 U.S.C. 78f(b)(5).
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    As discussed above, the Exchange believes that the proposed 
creation of a ROC composed of independent directors would align the 
Exchange's corporate governance practices with other SROs that have 
adopted a ROC to monitor the adequacy and effectiveness of the 
regulatory program, assess regulatory performance, and assist the Board 
in reviewing the regulatory plan and the overall effectiveness of the 
regulatory function. Moreover, the Exchange believes that the proposed 
ROC structure would also sufficiently ``insulate'' the regulatory 
functions from the Exchange's ``market and other commercial interests'' 
in order for the Exchange to carry out its regulatory obligations.\23\ 
The Exchange believes that eliminating the requirement that the 
independent directors of the Exchange also be directors of ICE would 
allow the Exchange to include individuals on its Board that have 
expertise it believes is necessary for its unique role as an SRO, 
because not all of the independent directors would have to be directors 
of ICE. The Exchange believes that the proposed rule change is 
therefore consistent with and facilitates a governance and regulatory 
structure that furthers the objectives of Section 6(b)(5) of the 
Exchange Act. The independent oversight of the Exchange's regulatory 
functions by the proposed ROC is also designed to protect investors as 
well as the public interest.
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    \23\ Release No. 34-53128, 71 FR at 3556.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change would 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Exchange Act. The proposed rule 
change is not intended to address competitive issues but rather is 
concerned solely with the administration and functioning of the 
Exchange's Board.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or up to 90 days (i) as the Commission may designate 
if it finds such longer period to be appropriate and publishes its 
reasons for so finding or (ii) as to which the self-regulatory 
organization consents, the Commission will:
    (A) by order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEMKT-2015-27 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.
    All submissions should refer to File Number SR-NYSEMKT-2015-27. 
This file number should be included on the subject line if email is 
used. To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for Web site 
viewing and printing in the Commission's Public Reference Room, 100 F 
Street NE., Washington, DC 20549, on official business days between the 
hours of 10:00 a.m. and 3:00 p.m. Copies of the filing will also be 
available for inspection and copying at the NYSE's principal office and 
on its Internet Web site at www.nyse.com. All comments received will be 
posted without change; the Commission does not edit personal 
identifying information from submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSEMKT-2015-27and should be submitted 
on or before May 26, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-10312 Filed 5-1-15; 8:45 am]
BILLING CODE 8011-01-P



                                                                                  Federal Register / Vol. 80, No. 85 / Monday, May 4, 2015 / Notices                                                  25341

                                                    13. Subcommittees: The Board, in                      each registrant approximately 30                      SECURITIES AND EXCHANGE
                                                  coordination with the DFO, has the                      minutes, for a total burden of 19.5 hours             COMMISSION
                                                  authority to create subcommittees or                    (39 × .5 hours). Approximately 26.7% of
                                                                                                                                                                [Release No. 34–74825; File No. SR–
                                                  working groups.                                         registrants (or 115 registrants) would be             NYSEMKT–2015–27]
                                                    14. Recordkeeping: The records of the                 required to answer questions 1 through
                                                  Board shall be handled according to                     5, question 11 and the signature section,             Self-Regulatory Organizations; NYSE
                                                  section 2, General Records Schedule 26,                 which the Commission estimates would                  MKT LLC; Notice of Filing of Proposed
                                                  and governing OPM policies and                          take approximately 1 hour and 30                      Rule Change To Amend the Sixth
                                                  procedures. These records will be                       minutes, for a total of 172.5 hours (115              Amended and Restated Operating
                                                  available for public inspection and
                                                                                                          × 1.5 hours). Approximately 64.2% of                  Agreement of the Exchange
                                                  copying, subject to the Freedom of
                                                                                                          the registrants (or 275 registrants) would            April 28, 2015.
                                                  Information Act of 1966 (5 U.S.C. 552,
                                                                                                          be required to complete the entire Form                  Pursuant to Section 19(b)(1) 1 of the
                                                  as amended).
                                                                                                          TA–2, which the Commission estimates                  Securities Exchange Act of 1934 (the
                                                  U.S. Office of Personnel Management.
                                                                                                          would take approximately 6 hours, for                 ‘‘Act’’)2 and Rule 19b–4 thereunder,3
                                                  Katherine L. Archuleta,                                 a total of 1,650 hours (275 × 6 hours).               notice is hereby given that, on April 17,
                                                  Director.                                               The aggregate annual burden on all 429                2015, NYSE MKT LLC (the ‘‘Exchange’’
                                                  [FR Doc. 2015–10297 Filed 5–1–15; 8:45 am]              registered transfer agents is thus                    or ‘‘NYSE MKT’’) filed with the
                                                  BILLING CODE 6325–63–P                                  approximately 1,842 hours (19.5 hours +               Securities and Exchange Commission
                                                                                                          172.5 hours + 1,650 hours) and the                    (the ‘‘Commission’’) the proposed rule
                                                                                                          average annual burden per transfer                    change as described in Items I, II, and
                                                  SECURITIES AND EXCHANGE                                 agent is approximately 4.3 hours (1,842               III below, which Items have been
                                                  COMMISSION                                              ÷ 429).                                               prepared by the self-regulatory
                                                                                                             This rule does not involve the                     organization. The Commission is
                                                  Submission for OMB Review;                                                                                    publishing this notice to solicit
                                                  Comment Request                                         collection of confidential information.
                                                                                                                                                                comments on the proposed rule change
                                                                                                             An agency may not conduct or                       from interested persons.
                                                  Upon Written Request, Copies Available                  sponsor, and a person is not required to
                                                   From: Securities and Exchange                                                                                I. Self-Regulatory Organization’s
                                                                                                          respond to, a collection of information
                                                   Commission, Office of FOIA Services,                                                                         Statement of the Terms of Substance of
                                                                                                          under the PRA unless it displays a
                                                   100 F Street NE., Washington, DC                                                                             the Proposed Rule Change
                                                   20549–2736.                                            currently valid OMB control number.
                                                                                                             The public may view background                        The Exchange proposes to amend the
                                                  Extension:                                                                                                    Sixth Amended and Restated Operating
                                                    Rule 17Ac2–2 and Form TA–2, SEC File                  documentation for this information
                                                                                                          collection at the                                     Agreement of the Exchange (‘‘Operating
                                                      No. 270–298, OMB Control No. 3235–
                                                      0337.
                                                                                                                                                                Agreement’’) to (1) establish a
                                                                                                             following Web site: www.reginfo.gov.               Regulatory Oversight Committee
                                                     Notice is hereby given that pursuant                 Comments should be directed to: (i)                   (‘‘ROC’’) as a committee of the board of
                                                  to the Paperwork Reduction Act of 1995                  Desk Officer for the Securities and                   directors of the Exchange (the ‘‘Board’’),
                                                  (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the                 Exchange Commission, Office of                        and (2) remove the requirement that the
                                                  Securities and Exchange Commission                      Information and Regulatory Affairs,                   independent directors that make up the
                                                  (‘‘Commission’’) has submitted to the                   Office of Management and Budget,                      majority of the Board also be directors
                                                  Office of Management and Budget                         Room 10102, New Executive Office                      of Intercontinental Exchange, Inc., the
                                                  (‘‘OMB’’) a request for approval of the                 Building, Washington, DC 20503, or by                 Exchange’s parent company. The text of
                                                  existing collection of information                      sending an email to:                                  the proposed rule change is available on
                                                  provided for in Rule 17Ac2–2 (17 CFR                    Shagufta_Ahmed@omb.eop.gov; and (ii)                  the Exchange’s Web site at
                                                  240.17Ac2–2) and Form TA–2 under the                    Pamela Dyson, Director/Chief                          www.nyse.com, at the principal office of
                                                  Securities Exchange Act of 1934 (15                                                                           the Exchange, and at the Commission’s
                                                                                                          Information Officer, Securities and
                                                  U.S.C. 78a et seq.) (‘‘Exchange Act’’).                                                                       Public Reference Room.
                                                     Rule 17Ac2–2 and Form TA–2 under                     Exchange Commission, c/o Remi Pavlik-
                                                  the Exchange Act require transfer agents                Simon, 100 F Street NE., Washington,                  II. Self-Regulatory Organization’s
                                                  to file an annual report of their business              DC 20549, or by sending an email to:                  Statement of the Purpose of, and
                                                  activities with the Commission. These                   PRA_Mailbox@sec.gov. Comments must                    Statutory Basis for, the Proposed Rule
                                                  reporting requirements are designed to                  be submitted to OMB within 30 days of                 Change
                                                  ensure that all registered transfer agents              this notice.                                             In its filing with the Commission, the
                                                  are providing the Commission with                         Dated: April 28, 2015.                              self-regulatory organization included
                                                  sufficient information on an annual                     Brent J. Fields,                                      statements concerning the purpose of,
                                                  basis about the transfer agent                                                                                and basis for, the proposed rule change
                                                                                                          Secretary.
                                                  community and to permit the                                                                                   and discussed any comments it received
                                                                                                          [FR Doc. 2015–10285 Filed 5–1–15; 8:45 am]
                                                  Commission to effectively monitor                                                                             on the proposed rule change. The text
                                                  business activities of transfer agents.                 BILLING CODE 8011–01–P
                                                                                                                                                                of those statements may be examined at
                                                     The amount of time needed to comply                                                                        the places specified in Item IV below.
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                                                  with the requirements of amended Rule                                                                         The Exchange has prepared summaries,
                                                  17Ac2–2 and Form TA–2 varies. Of the                                                                          set forth in sections A, B, and C below,
                                                  total 429 registered transfer agents,                                                                         of the most significant parts of such
                                                  approximately 9.1% (or 39 registrants)                                                                        statements.
                                                  would be required to complete only
                                                  questions 1 through 3 and the signature                                                                         1 15 U.S.C.78s(b)(1).
                                                  section of amended Form TA–2, which                                                                             2 15 U.S.C. 78a.
                                                  the Commission estimates would take                                                                             3 17 CFR 240.19b–4.




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                                                  25342                            Federal Register / Vol. 80, No. 85 / Monday, May 4, 2015 / Notices

                                                  A. Self-Regulatory Organization’s                          In particular, Section 2.03(h)(ii)                    independence requirements of the
                                                  Statement of the Purpose of, and the                    would provide that the Board shall                       Exchange.8 The Exchange believes that
                                                  Statutory Basis for, the Proposed Rule                  appoint a ROC on an annual basis.                        a ROC comprised of at least three
                                                  Change                                                  Proposed Section 2.03(h)(ii) would                       independent members is appropriate.
                                                                                                          describe the composition of the ROC.                     The size and composition of the
                                                  1. Purpose
                                                                                                          Proposed Section 2.03(h)(ii) would also                  proposed ROC would be largely the
                                                     The Exchange proposes to amend the                   describe the functions and authority of                  same as that of the ROCs of other self-
                                                  Operating Agreement to (a) establish a                  the ROC. The proposed ROC’s                              regulatory organizations (‘‘SROs’’), with
                                                  ROC as a committee of the Board, and                    responsibilities would be to:                            the exception of the possibility to
                                                  (b) remove the requirement that the                        • Oversee the Exchange’s regulatory                   include independent directors of NYSE
                                                  independent directors that make up the                  and self-regulatory organization                         Regulation on the ROC.9 A ROC with at
                                                  majority of the Board also be directors                 responsibilities and evaluate the                        least three independent directors has
                                                  of Intercontinental Exchange, Inc.                      adequacy and effectiveness of the                        been recognized as one of several
                                                  (‘‘ICE’’), the Exchange’s parent                        Exchange’s regulatory and self-                          measures that can help ensure the
                                                  company.                                                regulatory organization responsibilities;                independence of the regulatory function
                                                                                                             • Assess the Exchange’s regulatory                    from the market operations and
                                                  Creation of a ROC
                                                                                                          performance; and                                         commercial interests of a national
                                                     The proposed ROC would have the                         • Advise and make recommendations                     securities exchange.10
                                                  responsibility to independently monitor                 to the Board or other committees of the
                                                  the Exchange’s regulatory operations.4                  Board about the Exchange’s regulatory                       Further, proposed Section 2.03(h)(ii)
                                                  To effectuate this change, the Exchange                 compliance, effectiveness and plans.6                    would provide that the Board may, on
                                                  proposes to amend Section 2.03(h) of                       In furtherance of these functions, the                affirmative vote of a majority of
                                                  the Operating Agreement to add a                        proposed new subsection of the                           directors, at any time remove a member
                                                  subsection (ii) providing for a ROC and                 Operating Agreement would provide the                    of the ROC for cause. Proposed Section
                                                  delineating its composition and                         ROC with the authority and obligation                    2.03(h)(ii) would also provide that a
                                                  functions. The proposed new Section                     to review the regulatory budget of the                   failure of the member to qualify as
                                                  2.03(h)(ii) of the Operating Agreement                  Exchange and specifically inquire into                   independent under the independence
                                                  would be substantially similar to Article               the adequacy of resources available in                   policy would constitute a basis to
                                                  III, Section 5(c) of the By-Laws of the                 the budget for regulatory activities.                    remove a member of the ROC for cause.
                                                  NASDAQ Stock Market LLC                                 Under the proposed amendment, the                        Similar authority is found in the bylaws
                                                  (‘‘Committees Composed Solely of                        ROC would be charged with meeting                        governing the ROCs of other SROs.11 In
                                                  Directors’’).5                                          regularly with the Chief Regulatory                      addition, proposed Section 2.03(h)(ii)
                                                                                                          Officer (‘‘CRO’’) in executive session                   would provide that, if the term of office
                                                     4 NYSE Regulation, Inc. (‘‘NYSE Regulation’’), a
                                                                                                          and, in consultation with the                            of a ROC committee member terminates
                                                  not-for-profit subsidiary of the Exchange’s affiliate
                                                                                                          Exchange’s Chief Executive Officer,                      under this section, and the remaining
                                                  New York Stock Exchange LLC (‘‘NYSE’’), performs                                                                 term of office of such committee
                                                  all of the Exchange’s regulatory functions pursuant     establishing the goals, assessing the
                                                  to an intercompany Regulatory Services Agreement        performance, and recommending the                        member at the time of termination is not
                                                  (‘‘RSA’’) that gives the Exchange the contractual       CRO’s compensation. Finally, under the                   more than three months, during the
                                                  right to review NYSE Regulation’s performance.
                                                                                                          proposed rule, the ROC would be                          period of vacancy the ROC would not be
                                                  NYSE Regulation performs regulatory functions for                                                                deemed to be in violation of its
                                                  the Exchange’s affiliate NYSE Arca, Inc. (‘‘NYSE        responsible for keeping the Board
                                                  Arca’’) pursuant to a similar intercompany RSA.         informed with respect to the foregoing                   compositional requirements by virtue of
                                                  NYSE Arca has submitted a similar proposal to           matters.7                                                the vacancy. Once again, this is
                                                  establish a ROC with primary responsibility for
                                                                                                             The Exchange proposes that the ROC                    consistent with the rules and bylaws of
                                                  overseeing regulatory operations. See SR–
                                                  NYSEArca-2015–29.                                       would consist of at least three members,
                                                                                                                                                                      8 The Exchange’s independence requirements are
                                                     5 See Securities Exchange Act Release No. 34–        each of whom would be a director of
                                                                                                                                                                   set forth in the Independence Policy of the Board
                                                  53128 (January 13, 2006), 71 FR 3550 (January 23,       either the Exchange or of NYSE                           of Directors of the Exchange. See supra, note 5.
                                                  2006) (File No. 10–131) (‘‘Release No. 34–53128’’)      Regulation and who satisfies the                            9 See e.g., NASDAQ By-laws, Article III, Section
                                                  (order granting application of NASDAQ Stock
                                                  Market LLC (‘‘NASDAQ’’) for registration as a                                                                    5(c) (specifying a ROC comprising three directors
                                                  national securities exchange). As noted below,          (approving NYSE MKT’s director independence              who must satisfy both NASDAQ’s public director
                                                  members of the NASDAQ ROC must satisfy                  policy).                                                 and independent director requirements); Third
                                                  NASDAQ’s public director requirements in addition          6 These three core responsibilities of the proposed   Amended and Restated Bylaws of BATS Exchange,
                                                  to its independent director requirements. NASDAQ        ROC would be substantially similar to those of           Inc., Article V, Section 6(c) (‘‘BATS Bylaws’’)
                                                  defines a public director as ‘‘a Director who has no    other SROs’ ROCs. See, e.g., NASDAQ Bylaws,              (specifying a ROC comprising three non-industry
                                                  material business relationship with a broker or         Article III, Section 5 (‘‘NASDAQ Bylaws’’);              (i.e., public) directors); and Chicago Board Options
                                                  dealer, the Company or its affiliates, or FINRA.’’      Securities Exchange Act Release No. 34–58375             Exchange, Incorporated (‘‘CBOE’’) Bylaws, Article
                                                  NASDAQ Bylaws, Article I(y). The Exchange does          (August 18, 2008), 73 FR 49498, 49502 (August 21,        IV, Section 4.5 (specifying a ROC of at least three
                                                  not have separate public director requirements and      2008) (File No. 10–182) (‘‘Release No. 34–58375’’)       directors all of whom shall be ‘‘non-industry’’
                                                  does not distinguish between public and                 (approving application of BATS Exchange, Inc.            directors).
                                                  independent directors but notes that, like the          (‘‘BATS’’) seeking registration as a national               10 See, e.g., Release No. 34–53128, 71 FR at 3555

                                                  NASDAQ public director requirement, in order to         securities exchange); Securities Exchange Act            (NASDAQ); Release No. 34–58375, 73 FR at 49502
                                                  meet the Exchange’s independence requirements, a        Release No. 34–61698 (March 10, 2010), 75 FR             (BATS); Securities Exchange Act Release No. 34–
                                                  director must ‘‘not have any material relationships’’   13151, 13161 (March 12, 2010) (‘‘Release No. 34–         61152 (December 10, 2009), 74 FR 66699, 66704–
                                                  with ICE and its subsidiaries. In addition, among       61698’’) (approving application of EDGX Exchange,        705 (December 16, 2009) (File No. 10–191)
                                                  other limitations, in order to be found independent,    Inc. and EDGA Exchange, Inc., seeking registration       (approving application of C2 Options Exchange,
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                                                  a director may not be a member, allied member, or       as a national securities exchange); and Amended          Incorporated, seeking registration as a national
                                                  employed by a member organization of the                and Restated By-Laws of Miami International              securities exchange); and Release No. 34–61698, 75
                                                  Exchange. See Independence Policy of Board of           Securities Exchange, LLC, Article IV, Section 4.5(c).    FR at 13161.
                                                  Directors of NYSE MKT LLC, available at http://            7 The obligations of the proposed ROC would be           11 See e.g., BATS Bylaws, Article V, Section 2(a)

                                                  wallstreet.cch.com/MKT/pdf/independence_                substantially similar to those of other SROs’ ROCs.      (‘‘the Chairman may, at any time, with or without
                                                  policy.pdf. See also Securities Exchange Act            See, e.g., NASDAQ Bylaws, Article III, Section 5;        cause, remove any member of a committee so
                                                  Release No. 67564 (August 1, 2012), 77 FR 47161         Bylaws of NASDAQ OMX PHLX LLC, Article V,                appointed, with the approval of the Board.’’);
                                                  (August 7, 2012) (SR–NYSE–2012–17; SR–                  Section 5–2; Third Amended and Restated Bylaws           Second Amended and Restated By-laws of National
                                                  NYSEArca-2012–59; SR–NYSEMKT–2012–07)                   of BATS Exchange, Inc., Article V, Section 6(c).         Stock Exchange, Inc., Article V, Section 5.2 (same).



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                                                                                   Federal Register / Vol. 80, No. 85 / Monday, May 4, 2015 / Notices                                               25343

                                                  other SROs.12 Finally, the Exchange                     Persons 17 who are members of the                           The proposed change would create an
                                                  proposes to add text to Section 2.03(h)                 board of directors of ICE that satisfy the               independent board committee to
                                                  providing that vacancies in the                         Exchange’s independence                                  oversee the adequacy and effectiveness
                                                  membership of any board committee                       requirements.18 Such directors are                       of the performance of the Exchange’s
                                                  would be filled by the Exchange                         defined as ‘‘ICE Independent Directors’’                 self-regulatory responsibilities. The
                                                  Board.13                                                in the Operating Agreement. The                          proposed ROC, similar in composition
                                                     The Exchange proposes that members                   Exchange proposes to amend Section                       and functions to the approved ROCs of
                                                  of the ROC could be independent                         2.03(a)(i) of the Operating Agreement to                 other SROs, would be designed to
                                                  directors of either the Exchange Board                  remove the requirement that the                          oversee the Exchange’s regulatory and
                                                  or the NYSE Regulation board. The                       independent directors that make up the                   self-regulatory organization
                                                  proposed eligibility of independent                     majority of the Board also be directors                  responsibilities and evaluate the
                                                  directors of the NYSE Regulation board                  of ICE, to redefine ‘‘ICE Independent                    adequacy and effectiveness of the
                                                  for the ROC would allow individuals to                  Directors’’ to remove the reference to                   Exchange’s regulatory and self-
                                                                                                          ICE, and to make conforming changes in                   regulatory organization responsibilities;
                                                  be members of the ROC who have direct
                                                                                                          both Section 2.03(a)(i) and Section                      assess the Exchange’s regulatory
                                                  experience in overseeing the adequacy
                                                                                                          2.03(a)(ii). The majority of directors of                performance; and advise and make
                                                  and effectiveness of the Exchange’s and
                                                                                                          the Exchange Board would continue to                     recommendations to the Board or other
                                                  its affiliates’ regulatory programs.
                                                                                                          satisfy the company independence                         committees of the Board about the
                                                     The Exchange believes that the                       policy.                                                  Exchange’s regulatory compliance
                                                  proposed rule change creating an                                                                                 effectiveness and plans.
                                                  independent board committee to                             The Exchange believes that
                                                                                                                                                                      As noted, the Exchange proposes that
                                                  oversee the adequacy and effectiveness                  eliminating the requirement that the
                                                                                                                                                                   members of the ROC could be
                                                  of the performance of its self-regulatory               independent directors of the Exchange
                                                                                                                                                                   independent directors of either the
                                                  responsibilities is consistent with                     also be directors of ICE would allow the
                                                                                                                                                                   Exchange Board or the NYSE Regulation
                                                  previously approved rule changes for                    Exchange to broaden the pool of
                                                                                                                                                                   board. The Exchange believes that
                                                  other self-regulatory organizations and                 potential Board members, resulting in a
                                                                                                                                                                   proposing to allow independent
                                                  would enable the Exchange to                            more diversified Board membership,
                                                                                                                                                                   directors of the NYSE Regulation board
                                                  harmonize its corporate governance                      while still ensuring the directors’
                                                                                                                                                                   to be eligible for the ROC would provide
                                                  with that of its industry peers.14                      independence. Eliminating the
                                                                                                                                                                   the choice to include these individuals
                                                  Moreover, the Exchange believes that                    requirement that the independent                         whose have direct experience in
                                                  the proposed adoption of a ROC would                    directors of the Exchange also be                        overseeing the adequacy and
                                                  ensure the continued independence of                    directors of ICE would also make the                     effectiveness of the Exchange’s and its
                                                  the regulatory process.15 The                           Exchange’s Board requirements more                       affiliates’ regulatory programs.
                                                  fundamental hallmarks of regulatory                     consistent with those of its affiliate                   Accordingly, the Exchange believes that
                                                  independence—determinations                             NYSE Arca, which do not require any of                   the proposed rule change would
                                                  regarding the Exchange’s regulatory                     its directors to be directors of ICE.19                  contribute to the orderly operation of
                                                  plan, programs, budget and staffing                     2. Statutory Basis                                       the Exchange and would enable the
                                                  made by individuals independent of                                                                               Exchange to be so organized as to have
                                                  Exchange management and a CRO                              The Exchange believes that the                        the capacity to carry out the purposes of
                                                  having general supervision of the                       proposed rule change is consistent with                  the Exchange Act and comply and
                                                  regulatory operations of the Exchange                   Section 6(b) of the Exchange Act 20 in                   enforce compliance by its members and
                                                  and reporting to a ROC—are integral to                  general, and with Section 6(b)(1) 21 in                  persons associated with its members,
                                                  the proposal.16                                         particular, in that it enables the                       with the provisions of the Exchange Act.
                                                                                                          Exchange to be so organized as to have                   The Exchange therefore believes that
                                                  Exchange Independent Directors                          the capacity to be able to carry out the                 approval of the amendment to the
                                                                                                          purposes of the Exchange Act and to                      Bylaws [sic] is consistent with Section
                                                    Section 2.03(a)(i) of the Operating                   comply, and to enforce compliance by
                                                  Agreement, which governs Board                                                                                   6(b)(1) of the Exchange Act.
                                                                                                          its exchange members and persons                            Further, the Exchange believes its
                                                  composition, provides that a majority of                associated with its exchange members,                    proposed change to remove the
                                                  the Exchange’s directors shall be U.S.                  with the provisions of the Exchange Act,                 requirement that the independent
                                                                                                          the rules and regulations thereunder,                    directors that make up the majority of
                                                    12 See e.g., NASDAQ Bylaws, Article III, Section
                                                                                                          and the rules of the Exchange.                           the Exchange Board also be ICE
                                                  2(b).
                                                    13 NASDAQ has the same provision. See Second                                                                   directors and redefine ‘‘ICE Independent
                                                  Amended Limited Liability Co. Agreement of the             17 Pursuant to Section 2.03(a)(1) [sic] of the        Directors’’ to remove the reference to
                                                  NASDAQ Stock Market LLC, Section 9(g).                  Operating Agreement, a director is a ‘‘U.S. Person’’     ICE is consistent with the Exchange Act.
                                                    14 See NASDAQ Bylaws, Article III, Section 5(c);      if, as of the date of his or her most recent election    As noted above, this change would
                                                  BATS Bylaws, Article V, Section 6(c).                   or appointment to the Board, his or her domicile is,
                                                    15 See, e.g., Securities Exchange Act Release No.     and for the immediately preceding 24 months has          allow the Exchange to consider
                                                  34–48946 (December 17, 2003), 68 FR 74678, 74687        been, the United States. The Exchange does not           including individuals on its Board that
                                                  (August 21, 2008) (SR–NYSE–2003–34).                    propose to amend this requirement.                       are not already members of the ICE
                                                                                                             18 See note 5, supra.
                                                    16 See, e.g., Release No. 34–53128, 71 FR at 3555.                                                             board. The Exchange believes that a
                                                                                                             19 See Amended and Restated NYSE Arca Bylaws,
                                                  In connection with its acquisition by the NYSE in                                                                more diversified pool of Board members
                                                  2008, the Exchange’s ROC was eliminated and the         Article III, Section 3.02. The Exchange notes that its
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                                                                                                          affiliate NYSE has also submitted a proposal to          would allow it to include individuals on
                                                  Exchange contracted with NYSE Regulation to
                                                  perform all of its regulatory functions. See note 4,    amend its Operating Agreement to remove the              its Board that could focus on the unique
                                                  supra. The approval order noted that ‘‘the              requirement that the independent directors that          responsibilities of an SRO. This change
                                                  governance of NYSE Regulation will provide a            make up the majority of the Exchange Board also          would also make the Exchange’s Board
                                                  comparable level of independence that a ROC             be directors of ICE, and to redefine ‘‘ICE
                                                                                                          Independent Directors’’ to remove the reference to
                                                                                                                                                                   requirements more consistent with
                                                  would provide.’’ See Securities Exchange Act
                                                  Release No. 34–58673 (September 29, 2008), 73 FR        ICE. See SR–NYSE–2015–16.                                those of its affiliate NYSE Arca, which
                                                  57707 (October 3, 2008) (SR-Amex-2008–62, SR–              20 15 U.S.C. 78f(b).                                  does not require its directors to be ICE
                                                  NYSE–2008–60) (‘‘Amex Approval Order’’).                   21 15 U.S.C. 78f(b)(1).                               directors. For these reasons, the


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                                                  25344                           Federal Register / Vol. 80, No. 85 / Monday, May 4, 2015 / Notices

                                                  Exchange believes that the proposed                     oversight of the Exchange’s regulatory                subject line if email is used. To help the
                                                  rule change would contribute to the                     functions by the proposed ROC is also                 Commission process and review your
                                                  orderly operation of the Exchange and                   designed to protect investors as well as              comments more efficiently, please use
                                                  would enable the Exchange to be so                      the public interest.                                  only one method. The Commission will
                                                  organized as to have the capacity to                                                                          post all comments on the Commission’s
                                                                                                          B. Self-Regulatory Organization’s                     Internet Web site (http://www.sec.gov/
                                                  carry out the purposes of the Exchange
                                                  Act and comply and enforce compliance                   Statement on Burden on Competition                    rules/sro.shtml). Copies of the
                                                  with the provisions of the Exchange Act                   The Exchange does not believe that                  submission, all subsequent
                                                  by its members and persons associated                   the proposed rule change would impose                 amendments, all written statements
                                                  with its members. The Exchange                          any burden on competition that is not                 with respect to the proposed rule
                                                  therefore believes that approval of the                 necessary or appropriate in furtherance               change that are filed with the
                                                  proposed is consistent with Section                     of the purposes of the Exchange Act.                  Commission, and all written
                                                  6(b)(1) of the Exchange Act.                            The proposed rule change is not                       communications relating to the
                                                     The Exchange also believes that this                 intended to address competitive issues                proposed rule change between the
                                                  filing furthers the objectives of Section               but rather is concerned solely with the               Commission and any person, other than
                                                  6(b)(5) of the Exchange Act 22 because                  administration and functioning of the                 those that may be withheld from the
                                                  the proposed rule change would be                       Exchange’s Board.                                     public in accordance with the
                                                  consistent with and facilitate a                                                                              provisions of 5 U.S.C. 552, will be
                                                  governance and regulatory structure that                C. Self-Regulatory Organization’s                     available for Web site viewing and
                                                  is designed to prevent fraudulent and                   Statement on Comments on the                          printing in the Commission’s Public
                                                  manipulative acts and practices, to                     Proposed Rule Change Received From                    Reference Room, 100 F Street NE.,
                                                  promote just and equitable principles of                Members, Participants, or Others                      Washington, DC 20549, on official
                                                  trade, to foster cooperation and                          No written comments were solicited                  business days between the hours of
                                                  coordination with persons engaged in                    or received with respect to the proposed              10:00 a.m. and 3:00 p.m. Copies of the
                                                  regulating, clearing, settling, processing              rule change.                                          filing will also be available for
                                                  information with respect to, and                                                                              inspection and copying at the NYSE’s
                                                  facilitating transactions in securities, to             III. Date of Effectiveness of the
                                                                                                                                                                principal office and on its Internet Web
                                                  remove impediments to, and perfect the                  Proposed Rule Change and Timing for
                                                                                                                                                                site at www.nyse.com. All comments
                                                  mechanism of a free and open market                     Commission Action
                                                                                                                                                                received will be posted without change;
                                                  and a national market system and, in                      Within 45 days of the date of                       the Commission does not edit personal
                                                  general, to protect investors and the                   publication of this notice in the Federal             identifying information from
                                                  public interest.                                        Register or up to 90 days (i) as the                  submissions. You should submit only
                                                     As discussed above, the Exchange                     Commission may designate if it finds                  information that you wish to make
                                                  believes that the proposed creation of a                such longer period to be appropriate                  available publicly. All submissions
                                                  ROC composed of independent directors                   and publishes its reasons for so finding              should refer to File Number SR–
                                                  would align the Exchange’s corporate                    or (ii) as to which the self-regulatory               NYSEMKT–2015–27and should be
                                                  governance practices with other SROs                    organization consents, the Commission                 submitted on or before May 26, 2015.
                                                  that have adopted a ROC to monitor the                  will:                                                   For the Commission, by the Division of
                                                  adequacy and effectiveness of the                         (A) by order approve or disapprove                  Trading and Markets, pursuant to delegated
                                                  regulatory program, assess regulatory                   the proposed rule change, or                          authority.24
                                                  performance, and assist the Board in                      (B) institute proceedings to determine              Brent J. Fields,
                                                  reviewing the regulatory plan and the                   whether the proposed rule change                      Secretary.
                                                  overall effectiveness of the regulatory                 should be disapproved.                                [FR Doc. 2015–10312 Filed 5–1–15; 8:45 am]
                                                  function. Moreover, the Exchange
                                                  believes that the proposed ROC                          IV. Solicitation of Comments                          BILLING CODE 8011–01–P

                                                  structure would also sufficiently                         Interested persons are invited to
                                                  ‘‘insulate’’ the regulatory functions from              submit written data, views, and                       SECURITIES AND EXCHANGE
                                                  the Exchange’s ‘‘market and other                       arguments concerning the foregoing,                   COMMISSION
                                                  commercial interests’’ in order for the                 including whether the proposed rule
                                                  Exchange to carry out its regulatory                    change is consistent with the Act.                    [Release No. 34–74822; File No. SR–BX–
                                                  obligations.23 The Exchange believes                    Comments may be submitted by any of                   2015–023]
                                                  that eliminating the requirement that                   the following methods:
                                                  the independent directors of the                                                                              Self-Regulatory Organizations; Notice
                                                  Exchange also be directors of ICE would                 Electronic Comments                                   of Filing and Immediate Effectiveness
                                                                                                                                                                of Proposed Rule Change by NASDAQ
                                                  allow the Exchange to include                             • Use the Commission’s Internet
                                                                                                                                                                OMX BX, Inc. Relating to Fees, Dues
                                                  individuals on its Board that have                      comment form (http://www.sec.gov/
                                                                                                                                                                and Other Charges
                                                  expertise it believes is necessary for its              rules/sro.shtml); or
                                                  unique role as an SRO, because not all                    • Send an email to rule-comments@                   April 28, 2015.
                                                  of the independent directors would                      sec.gov. Please include File Number SR–                  Pursuant to Section 19(b)(1) of the
                                                  have to be directors of ICE. The                        NYSEMKT–2015–27 on the subject line.                  Securities Exchange Act of 1934
                                                  Exchange believes that the proposed                                                                           (‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                                                                          Paper Comments
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                                                  rule change is therefore consistent with                                                                      notice is hereby given that on April 17,
                                                  and facilitates a governance and                           • Send paper comments in triplicate                2015, NASDAQ OMX BX, Inc. (‘‘BX’’ or
                                                  regulatory structure that furthers the                  to Brent J. Fields, Secretary, Securities             ‘‘Exchange’’) filed with the Securities
                                                  objectives of Section 6(b)(5) of the                    and Exchange Commission, 100 F Street                 and Exchange Commission (‘‘SEC’’ or
                                                  Exchange Act. The independent                           NE., Washington, DC 20549–1090.
                                                                                                             All submissions should refer to File                 24 17 CFR 200.30–3(a)(12).
                                                    22 15 U.S.C. 78f(b)(5).                               Number SR–NYSEMKT–2015–27. This                         1 15 U.S.C. 78s(b)(1).
                                                    23 Release No. 34–53128, 71 FR at 3556.               file number should be included on the                   2 17 CFR 240.19b–4.




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Document Created: 2018-02-21 10:22:29
Document Modified: 2018-02-21 10:22:29
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 25341 

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