80 FR 33005 - Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving Proposed Rule Change To Amend the Seventh Amended and Restated Operating Agreement of the New York Stock Exchange LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 111 (June 10, 2015)

Page Range		33005-33006
FR Document		2015-14132
Federal Register, Volume 80 Issue 111 (Wednesday, June 10, 2015)
[Federal Register Volume 80, Number 111 (Wednesday, June 10, 2015)]
[Notices]
[Pages 33005-33006]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-14132]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75105; File No. SR-NYSE-2015-16]


Self-Regulatory Organizations; New York Stock Exchange LLC; Order 
Approving Proposed Rule Change To Amend the Seventh Amended and 
Restated Operating Agreement of the New York Stock Exchange LLC

June 4, 2015.

I. Introduction

    On April 6, 2015, the New York Stock Exchange LLC (the ``Exchange'' 
or ``NYSE'') filed with the Securities and Exchange Commission (the 
``Commission''), pursuant to section 19(b)(1) \1\ of the Securities 
Exchange Act of 1934 (the ``Act''),\2\ and Rule 19b-4 thereunder,\3\ a 
proposed rule change to amend the Seventh Amended and Restated 
Operating Agreement (the ``Operating Agreement'') of the Exchange. The 
proposed rule change was published for comment in the

[[Page 33006]]

Federal Register on April 24, 2015.\4\ The Commission received no 
comment letters on the proposed rule change. This order approves the 
proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ See Securities Exchange Act Release No. 74766 (April 20, 
2015), 80 FR 23057 (``Notice'').
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II. Description of the Proposal

    NYSE proposed to amend the Exchange's Operating Agreement to remove 
the requirement that the independent directors that make up the 
majority of the board of directors of the Exchange (``Board'') also be 
directors of Intercontinental Exchange, Inc. (``ICE''), the Exchange's 
parent company. Currently, section 2.03(a)(i) of the Operating 
Agreement, which governs the Board's composition, provides that a 
majority of the Exchange's directors shall be U.S. persons who are 
members of the board of directors of ICE and who satisfy the Exchange's 
Company Director Independence Policy. Each such director is defined as 
an ``ICE Independent Director'' in section 2.03(a)(i)(1) of the 
Operating Agreement. The Exchange proposed to amend section 2.03(a)(i) 
to remove the requirement that the independent directors, making up the 
majority of the Board, also be directors of ICE, by amending the 
definition of ``ICE Independent Director'' to remove the reference to 
ICE, and to make conforming changes in both subparagraphs (i) and (ii) 
of section 2.03(a).
    The Exchange represented that, even upon approval of this 
modification to its Operating Agreement, a majority of the directors of 
the Board would continue to satisfy the Company Director Independence 
Policy.\5\ The Exchange also noted that it believes that eliminating 
the requirement that the independent directors of the Exchange also be 
directors of ICE will allow the Exchange to broaden the pool of 
potential Board members, resulting in a more diversified Board 
membership while still ensuring the directors' independence.\6\ The 
Exchange further represented that eliminating the requirement that the 
independent directors of the Exchange also be directors of ICE will 
result in the Exchange's Board composition requirements being more 
consistent with its affiliate, NYSE Arca, Inc., which does not require 
any of its directors to be directors of ICE.\7\
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    \5\ See Notice, 80 FR at 23057.
    \6\ Id.
    \7\ Id.
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III. Discussion and Commission Findings

    After review, the Commission finds that the proposed rule change is 
consistent with the Act and the rules and regulations thereunder 
applicable to a national securities exchange.\8\ In particular, the 
Commission finds that the proposed rule change is consistent with 
section 6(b)(1) of the Act,\9\ which requires an exchange to be so 
organized and have the capacity to carry out the purposes of the Act 
and to comply and to enforce compliance by its members and persons 
associated with its members with the Act. The Commission also finds 
that the proposed rule change is consistent with section 6(b)(5) of the 
Act,\10\ which requires that the rules of the exchange be designed, 
among other things, to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, 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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    \8\ In approving this proposed rule change, the Commission notes 
that it has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
    \9\ 15 U.S.C. 78(b)(1).
    \10\ 15 U.S.C. 78(b)(5).
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    The Commission notes that, while the proposal removes the 
requirement that the independent directors who make up the majority of 
the Board also be ICE directors, it does not alter the requirement 
under the Operating Agreement that a majority of the Board must satisfy 
the Exchange's Company Director Independence Policy.\11\ Thus, the 
majority of directors on the Exchange's Board must still qualify as 
independent directors under the Exchange's Company Director 
Independence Policy. Moreover, removing the requirement that the 
independent directors on the Exchange's Board also be directors of ICE 
may result in a more diversified Board composition as candidates for 
membership on the Board who qualify as independent under the Company 
Director Independence Policy need not be limited to those candidates 
who also serve on the board of directors of ICE.
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    \11\ See Securities Exchange Act Release No. 67564 (August 1, 
2012), 77 FR 47151 (August 7, 2012) (SR-NYSE-2012-17) (approving, 
among other things, the Exchange's Company Director Independence 
Policy).
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IV. Conclusion

    It is therefore ordered, pursuant to section 19(b)(2) of the Act, 
that the proposed rule change (SR-NYSE-2015-16) is approved.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.

[FR Doc. 2015-14132 Filed 6-9-15; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 80, No. 111 / Wednesday, June 10, 2015 / Notices 33005

employed for away market routing A. significantly affect the protection change that are filed with the
consistent with the Market Access Rule. of investors or the public interest; Commission, and all written
The Exchange believes that the changes B. impose any significant burden on communications relating to the
to conform the text of Rule 6.14B competition; and proposed rule change between the
(pertaining to options order routing to C. become operative for 30 days from Commission and any person, other than
other exchanges will simplify the Rules the date on which it was filed, or such those that may be withheld from the
and make it easier to administer having shorter time as the Commission may public in accordance with the
consistent provisions across both designate, it has become effective provisions of 5 U.S.C. 552, will be
markets. Finally, the Exchange believes pursuant to section 19(b)(3)(A) of the available for Web site viewing and
that the miscellaneous, non-substantive Act 11 and Rule 19b–4(f)(6) 12 printing in the Commission’s Public
changes to Rule 6.20 will simplify and thereunder. At any time within 60 days Reference Room, 100 F Street, NE.,
update the rules, and make them easier of the filing of the proposed rule change, Washington, DC 20549, on official
to read. the Commission summarily may business days between the hours of
B. Self-Regulatory Organization’s temporarily suspend such rule change if 10:00 a.m. and 3:00 p.m. Copies of the
Statement on Burden on Competition it appears to the Commission that such filing also will be available for
action is necessary or appropriate in the inspection and copying at the principal
The Exchange does not believe that public interest, for the protection of office of the Exchange. All comments
the proposed rule change will impose investors, or otherwise in furtherance of received will be posted without change;
any burden on competition that is not the purposes of the Act. If the the Commission does not edit personal
necessary or appropriate in furtherance Commission takes such action, the identifying information from
of the purposes of the Act. The Commission will institute proceedings submissions. You should submit only
Exchange does not believe that the to determine whether the proposed rule information that you wish to make
proposed rule change will impose any change should be approved or available publicly. All submissions
burden on intramarket competition that disapproved. should refer to File Number SR–CBOE–
is not necessary or appropriate in 2015–053 and should be submitted on
furtherance of the purposes of the Act IV. Solicitation of Comments
or before July 1, 2015.
because the proposed rule change is Interested persons are invited to
technical in nature in that is designed For the Commission, by the Division of
submit written data, views and Trading and Markets, pursuant to delegated
to reiterate existing requirements under arguments concerning the foregoing, authority.13
the Market Access Rule, which will including whether the proposed rule Robert W. Errett,
provide clarity on the process employed change is consistent with the Act.
for away market routing and make the Deputy Secretary.
Comments may be submitted by any of
Market Access Rule easier to administer [FR Doc. 2015–14136 Filed 6–9–15; 8:45 am]
the following methods:
consistently across markets. The BILLING CODE 8011–01–P
Exchange’s other proposal to make other Electronic Comments
miscellaneous, non-substantive changes • Use the Commission’s Internet
to Rule 6.20 will simplify and update comment form (http://www.sec.gov/ SECURITIES AND EXCHANGE
the Rules, and make them easier to read. rules/sro.shtml); or COMMISSION
For these reasons, the Exchange does • Send an email to rule-comments@
[Release No. 34–75105; File No. SR–NYSE–
not believe that the proposed rule sec.gov. Please include File Number SR– 2015–16]
change will impose any burden on CBOE–2015–053 on the subject line.
intermarket competition that is not Self-Regulatory Organizations; New
Paper Comments
necessary or appropriate in furtherance York Stock Exchange LLC; Order
of the purposes of the Act. The • Send paper comments in triplicate Approving Proposed Rule Change To
Exchange also notes that another to Secretary, Securities and Exchange Amend the Seventh Amended and
exchange, EDGA Exchange, Inc. Commission, 100 F Street NE., Restated Operating Agreement of the
(‘‘EDGA’’), has substantially similar Washington, DC 20549–1090. New York Stock Exchange LLC
provisions in its rules.10 To the extent All submissions should refer to File
that the proposed rule change may make Number SR–CBOE–2015–053. This file June 4, 2015.
CBOE a more attractive venue for number should be included on the I. Introduction
market participants on other exchanges, subject line if email is used. To help the
such market participants may elect to Commission process and review your On April 6, 2015, the New York Stock
become CBOE market participants. comments more efficiently, please use Exchange LLC (the ‘‘Exchange’’ or
only one method. The Commission will ‘‘NYSE’’) filed with the Securities and
C. Self-Regulatory Organization’s Exchange Commission (the
Statement on Comments on the post all comments on the Commission’s
Internet Web site (http://www.sec.gov/ ‘‘Commission’’), pursuant to section
Proposed Rule Change Received From 19(b)(1) 1 of the Securities Exchange Act
Members, Participants, or Others rules/sro.shtml). Copies of the
submission, all subsequent of 1934 (the ‘‘Act’’),2 and Rule 19b–4
The Exchange neither solicited nor amendments, all written statements thereunder,3 a proposed rule change to
received written comments on the with respect to the proposed rule amend the Seventh Amended and
asabaliauskas on DSK5VPTVN1PROD with NOTICES

proposed rule change. Restated Operating Agreement (the
11 15 U.S.C. 78s(b)(3)(A). ‘‘Operating Agreement’’) of the
III. Date of Effectiveness of the
12 17 CFR 240.19b–4(f)(6). As required under Rule Exchange. The proposed rule change
Proposed Rule Change and Timing for
19b–4(f)(6)(iii), the Exchange provided the was published for comment in the
Commission Action Commission with written notice of its intent to file
Because the foregoing proposed rule the proposed rule change, along with a brief 13 17
description and the text of the proposed rule CFR 200.30–3(a)(12).
change does not: change, at least five business days prior to the date
1 15 U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
of filing of the proposed rule change, or such
10 See EDGA Rule 11.11(i). shorter time as designated by the Commission. 3 17 CFR 240.19b–4.

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33006 Federal Register / Vol. 80, No. 111 / Wednesday, June 10, 2015 / Notices

Federal Register on April 24, 2015.4 III. Discussion and Commission For the Commission, by the Division of
The Commission received no comment Findings Trading and Markets, pursuant to delegated
letters on the proposed rule change. authority.12
After review, the Commission finds
This order approves the proposed rule Robert W. Errett,
that the proposed rule change is
change. consistent with the Act and the rules Deputy Secretary.

II. Description of the Proposal and regulations thereunder applicable to [FR Doc. 2015–14132 Filed 6–9–15; 8:45 am]
a national securities exchange.8 In BILLING CODE 8011–01–P
NYSE proposed to amend the particular, the Commission finds that
Exchange’s Operating Agreement to the proposed rule change is consistent
remove the requirement that the with section 6(b)(1) of the Act,9 which DEPARTMENT OF STATE
independent directors that make up the requires an exchange to be so organized
and have the capacity to carry out the [Public Notice: 9168]
majority of the board of directors of the
Exchange (‘‘Board’’) also be directors of purposes of the Act and to comply and Determination by the Secretary of
Intercontinental Exchange, Inc. (‘‘ICE’’), to enforce compliance by its members State Relating to Iran Sanctions
the Exchange’s parent company. and persons associated with its
Currently, section 2.03(a)(i) of the members with the Act. The Commission This notice is to inform the public
Operating Agreement, which governs also finds that the proposed rule change that the Secretary of State determined
the Board’s composition, provides that a is consistent with section 6(b)(5) of the on May 20, 2015, pursuant to Section
majority of the Exchange’s directors Act,10 which requires that the rules of 1245(d)(4)(D) of the National Defense
the exchange be designed, among other Authorization Act for Fiscal Year 2012
shall be U.S. persons who are members
things, to prevent fraudulent and (NDAA), (Pub. L. 112–81), as amended,
of the board of directors of ICE and who
manipulative acts and practices, to that as of May 20, 2015, the following
satisfy the Exchange’s Company
promote just and equitable principles of countries, Malaysia and Singapore, have
Director Independence Policy. Each
trade, to remove impediments to and maintained their crude oil purchases
such director is defined as an ‘‘ICE
perfect the mechanism of a free and from Iran at zero over the preceding
Independent Director’’ in section 180-day period.
open market and a national market
2.03(a)(i)(1) of the Operating Agreement.
system, and, in general, to protect Dated: June 3, 2015.
The Exchange proposed to amend
investors and the public interest. Amos Hochstein,
section 2.03(a)(i) to remove the The Commission notes that, while the
requirement that the independent Special Envoy and Coordinator for
proposal removes the requirement that International Energy Affairs, U.S. Department
directors, making up the majority of the the independent directors who make up
Board, also be directors of ICE, by of State.
the majority of the Board also be ICE [FR Doc. 2015–14195 Filed 6–9–15; 8:45 am]
amending the definition of ‘‘ICE directors, it does not alter the
Independent Director’’ to remove the requirement under the Operating
BILLING CODE 4710–09–P

reference to ICE, and to make Agreement that a majority of the Board
conforming changes in both must satisfy the Exchange’s Company DEPARTMENT OF STATE
subparagraphs (i) and (ii) of section Director Independence Policy.11 Thus,
2.03(a). the majority of directors on the [Public Notice: 9167]
The Exchange represented that, even Exchange’s Board must still qualify as
independent directors under the Culturally Significant Objects Imported
upon approval of this modification to its for Exhibition Determinations: ‘‘Out of
Operating Agreement, a majority of the Exchange’s Company Director
Independence Policy. Moreover, the Box: The Rise of Sneaker Culture’’
directors of the Board would continue to Exhibition
satisfy the Company Director removing the requirement that the
Independence Policy.5 The Exchange independent directors on the SUMMARY: Notice is hereby given of the
also noted that it believes that Exchange’s Board also be directors of following determinations: Pursuant to
eliminating the requirement that the ICE may result in a more diversified the authority vested in me by the Act of
independent directors of the Exchange Board composition as candidates for October 19, 1965 (79 Stat. 985; 22 U.S.C.
also be directors of ICE will allow the membership on the Board who qualify 2459), Executive Order 12047 of March
Exchange to broaden the pool of as independent under the Company 27, 1978, the Foreign Affairs Reform and
potential Board members, resulting in a Director Independence Policy need not Restructuring Act of 1998 (112 Stat.
more diversified Board membership be limited to those candidates who also 2681, et seq.; 22 U.S.C. 6501 note, et
while still ensuring the directors’ serve on the board of directors of ICE. seq.), Delegation of Authority No. 234 of
independence.6 The Exchange further IV. Conclusion October 1, 1999, Delegation of Authority
represented that eliminating the No. 236–3 of August 28, 2000 (and, as
It is therefore ordered, pursuant to appropriate, Delegation of Authority No.
requirement that the independent section 19(b)(2) of the Act, that the
directors of the Exchange also be 257 of April 15, 2003), I hereby
proposed rule change (SR–NYSE–2015– determine that the objects to be
directors of ICE will result in the 16) is approved.
Exchange’s Board composition included in the exhibition ‘‘Out of the
requirements being more consistent Box: The Rise of Sneaker Culture,’’
8 In approving this proposed rule change, the
imported from abroad for temporary
asabaliauskas on DSK5VPTVN1PROD with NOTICES

with its affiliate, NYSE Arca, Inc., Commission notes that it has considered the
which does not require any of its proposed rule’s impact on efficiency, competition, exhibition within the United States, are
directors to be directors of ICE.7 and capital formation. See 15 U.S.C. 78c(f). of cultural significance. The objects are
9 15 U.S.C. 78(b)(1).
imported pursuant to loan agreements
10 15 U.S.C. 78(b)(5).
4 See Securities Exchange Act Release No. 74766
with the foreign owners or custodians.
11 See Securities Exchange Act Release No. 67564
(April 20, 2015), 80 FR 23057 (‘‘Notice’’). I also determine that the exhibition or
(August 1, 2012), 77 FR 47151 (August 7, 2012)
5 See Notice, 80 FR at 23057.
(SR–NYSE–2012–17) (approving, among other display of the exhibit objects at The
6 Id.
things, the Exchange’s Company Director
7 Id. Independence Policy). 12 17 CFR 200.30–3(a)(12).

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Document Created: 2015-12-15 15:17:14
Document Modified: 2015-12-15 15:17:14
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		80 FR 33005