82_FR_58900 82 FR 58662 - Self-Regulatory Organizations; The Options Clearing Corporation; Order Approving Proposed Rule Change Related to a Comprehensive Risk Management Framework

82 FR 58662 - Self-Regulatory Organizations; The Options Clearing Corporation; Order Approving Proposed Rule Change Related to a Comprehensive Risk Management Framework

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 238 (December 13, 2017)

Page Range58662-58667
FR Document2017-26822

Federal Register, Volume 82 Issue 238 (Wednesday, December 13, 2017)
[Federal Register Volume 82, Number 238 (Wednesday, December 13, 2017)]
[Notices]
[Pages 58662-58667]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-26822]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82232; File No. SR-OCC-2017-005]


Self-Regulatory Organizations; The Options Clearing Corporation; 
Order Approving Proposed Rule Change Related to a Comprehensive Risk 
Management Framework

December 7, 2017.
    On October 10, 2017, The Options Clearing Corporation (``OCC'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change SR-OCC-2017-005 pursuant to Section 19(b)(1) of 
the Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 
thereunder.\2\ The proposed rule change was published for comment in 
the Federal Register on October 25, 2017.\3\ The Commission did not 
receive any comment letters on the proposed rule change. For the 
reasons discussed below, this order approves the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release No. 34-81909 (Oct. 19, 
2017), 82 FR 49456 (Oct. 25, 2017) (File No. SR-OCC-2017-005) 
(``Notice'').
---------------------------------------------------------------------------

I. Description of the Proposed Rule Change \4\
---------------------------------------------------------------------------

    \4\ The subsequent description of the proposed rule change is 
substantially excerpted from OCC's description in the Notice. See 
Notice, 82 FR at 49456-49461.
---------------------------------------------------------------------------

    OCC proposes to adopt a new Risk Management Framework (``RMF'') 
document. The purpose of the RMF is to describe OCC's framework for 
comprehensive risk management, including OCC's framework to identify, 
measure, monitor, and manage all risks faced by OCC in the provision of 
clearing, settlement, and risk management services. More specifically, 
the RMF would establish the context for OCC's risk management 
framework, outline OCC's risk management philosophy, describe OCC's 
Risk Appetite Framework and use of Risk Tolerances,\5\ describe the 
governance arrangements that implement risk management, outline OCC's 
identification of Key Risks,\6\ and describe OCC's program for 
enterprise-wide risk management, including the ``three lines of 
defense'' structure (discussed below), and describe OCC's approach to 
risk monitoring, assessment, and reporting. As a single risk management 
framework addressing risks across all facets of OCC's business, OCC 
believes that the RMF would foster its compliance with the requirements 
of the CCA rules,\7\ and in particular the requirement of Rule 17Ad-
22(e)(3) \8\ that it maintain a sound framework for comprehensively 
managing risks.
---------------------------------------------------------------------------

    \5\ Under the proposed RMF, ``Risk Tolerances'' would be defined 
as the application of risk appetite to a specific sub-category or 
aspect of a Key Risk, typically in quantitative form, used to set an 
acceptable level of risk.
    \6\ OCC's Key Risks are described below in the discussion 
covering OCC's identification of its material risks.
    \7\ On September 28, 2016, the Commission adopted amendments to 
Exchange Act Rule 17Ad-22 and added new Exchange Act Rule 17Ab2-2 
pursuant to Section 17A of the Act and the Payment, Clearing and 
Settlement Supervision Act of 2010 (``Clearing Supervision Act'') to 
establish enhanced standards for the operation and governance of 
those clearing agencies registered with the Commission that meet the 
definition of a ``covered clearing agency,'' as defined by Exchange 
Act Rule 17Ad-22(a)(5) (collectively, the new and amended rules are 
herein referred to as the ``CCA rules'').
    \8\ 17 CFR 240.17Ad-22(e)(3).
---------------------------------------------------------------------------

A. Context of OCC's Risk Management Framework

    The RMF would begin by establishing the context for OCC's risk 
management framework. More specifically, OCC is a Systemically 
Important Financial Market Utility (``SIFMU'') \9\ that serves a 
critical role in financial markets as the sole central counterparty 
(``CCP'') that provides clearance and settlement services for U.S. 
listed options and guarantees the obligations associated with the 
contracts that it clears. OCC acknowledges its role as a SIFMU in 
promoting financial stability for market participants, investors, and 
the economy and that it must therefore maintain a sound risk management 
framework for comprehensively managing the risks that it presents.
---------------------------------------------------------------------------

    \9\ The Financial Stability Oversight Council designated OCC a 
SIFMU on July 18, 2012 pursuant to the Clearing Supervision Act. See 
12 U.S.C. 5463.
---------------------------------------------------------------------------

B. OCC's Risk Management Philosophy

    OCC states that the proposed RMF would describe its risk management 
philosophy. As a SIFMU, OCC must be mindful of the public interest and 
its obligation to promote financial stability, reduce the potential for 
systemic contagion, and support the smooth functioning of the U.S. 
financial markets. Furthermore, as a CCP, OCC concentrates financial 
risks for the markets it serves by acting as the CCP for all of the 
transactions that it clears. As a result of this concentration, OCC's 
primary objective is to ensure that it properly manages the financial 
risks associated with functioning as a CCP, which primarily relate to 
potential clearing member default scenarios.
    As a CCP, OCC's daily operations, among other things, involve 
managing financial, operational, and business risks. In managing these 
risks, OCC's daily operations--which are guided by policies, 
procedures, and controls--are designed to ensure that financial 
exposures and service disruptions are within acceptable limits set by 
OCC as part of its Risk Appetite Framework (``RAF'') as described 
below.

C. Risk Appetite Framework

    The proposed RMF would describe OCC's RAF and use of Risk 
Tolerances. The purpose of the RAF is to establish OCC's overall 
approach to managing risks at the enterprise level in an effective and 
integrated fashion. The RAF establishes the level and types of Key 
Risks, described in further detail below, that OCC is willing and able 
to assume in accordance with OCC's mission as a SIFMU. Under the RAF, 
Risk Appetite Statements \10\ would be used to express OCC's judgment, 
for each of OCC's Key Risks, regarding the level of risk that OCC is 
willing to accept related to the provision of CCP services. These 
statements would be qualitative indications of appetite that set the 
tone for OCC's approach to risk taking, and are indicative of the level 
of resources or effort OCC puts forth to prevent or mitigate the impact 
of a Key Risk.
---------------------------------------------------------------------------

    \10\ Under the proposed RMF, ``Risk Appetite Statement'' would 
be defined as a statement that expresses OCC's judgment, for each of 
OCC's Key Risks, regarding the level of risk OCC is willing to 
accept related to the provision of CCP services.
---------------------------------------------------------------------------

    Under the RMF, Risk Appetite Statements would be set annually by 
each department associated with a Key Risk in cooperation with OCC's 
Enterprise Risk Management department (``ERM'') according to applicable 
procedures. OCC's risk appetite levels would be classified into four 
categories:
    1. No appetite: OCC is unwilling to deliberately accept any level 
of risk.
    2. Low appetite: OCC devotes significant resources to managing risk 
but may choose to accept certain risks

[[Page 58663]]

that do not materially affect core clearing and settlement because the 
level of resources that OCC would be required to put forth to mitigate 
the risks would be impractical.
    3. Moderate appetite: OCC is willing to engage in certain 
activities that pose risks because those activities may bring longer-
term efficiencies or result in business opportunities even though the 
activities or new businesses may pose new risks to OCC.
    4. High appetite: OCC is willing to implement a new high-risk 
process or business opportunity; however, it is unlikely OCC would 
apply this level of appetite to a Key Risk absent a compelling, urgent 
business need.
    Under the RMF, OCC's Board would have ultimate responsibility for 
reviewing and approving the Risk Appetite Statements in connection with 
each Key Risk on an annual basis upon recommendation of OCC's 
Management Committee.
    The Risk Appetite Statements would allow OCC to carefully calibrate 
the levels of risk it accepts for each of its Key Risks to be 
consistent with OCC's core mission of promoting financial stability in 
the markets it serves. Accordingly, the RAF helps to ensure that OCC 
has an effective and comprehensive framework for managing its Key Risks 
(e.g., legal, credit, liquidity, operational, general business, 
investment, custody, and other risks that arise in or are borne by 
OCC).\11\
---------------------------------------------------------------------------

    \11\ OCC's Key Risks are described below in the discussion 
covering OCC's identification of its material risks.
---------------------------------------------------------------------------

    In addition to Risk Appetite Statements, the RMF would require that 
OCC assign Risk Tolerances to the Key Risks contained within the RMF as 
approved by OCC's Board. While the Risk Appetite Statements would be 
more high-level and principles-based, Risk Tolerances would 
comparatively be more granular and represent the application of OCC's 
risk appetite to specific sub-categories or aspects of Key Risks. The 
purpose of the proposed Risk Tolerances is to help ensure that OCC sets 
acceptable levels of risk within those specified sub-categories of Key 
Risks. Risk Tolerances would be stated in either quantitative or 
qualitative terms, depending on the nature of the risk and OCC's 
ability to measure it.
    Under the RMF, each department would be required to establish Risk 
Tolerances at least annually for sub-categories of Key Risks that are 
within their relevant domains of responsibility and would be 
responsible for managing applicable risks within established tolerance 
levels. ERM staff would monitor Risk Tolerances through quantitative 
metrics, where applicable, and compile such monitoring in a report that 
the Chief Risk Officer shall present to OCC's Management Committee and 
Board (or a committee thereof) at least quarterly. In addition, the RMF 
would require that OCC's Board evaluate its Risk Tolerances at least 
annually, and more frequently if necessary as a result of changes to 
products, processes, market conventions or other changes to OCC's 
material risks.

D. Identification of Key Risks

    The proposed RMF would identify risks that could affect OCC's 
ability to perform services as expected, and the process for 
identifying such risks would take a broad view to include: (i) Direct 
financial and operational risks that may prevent the smooth functioning 
of CCP services; (ii) reputational risks that could undermine the 
perception of OCC as a sound pillar in the financial market; and (iii) 
the risks OCC faces from third parties, such as custodians and 
settlement banks, that are critical to the design and operation of 
OCC's infrastructure and risk management. OCC believes that identifying 
Key Risks in this manner would facilitate its ability to manage 
comprehensively the legal, credit, liquidity, operational, general 
business, investment, custody, and other risks that arise in or are 
borne by it. Based on this identification process, the RMF would define 
OCC's Key Risks as described below.
Financial Risk
    The RMF would indicate that financial risk encompasses many aspects 
of risk at OCC, including the risks that a Clearing Member will be 
unable to meet its obligations when due or that OCC will not maintain 
sufficient financial resources to cover exposures (i.e., credit risk), 
the risk that OCC will not maintain sufficient liquid resources to meet 
its same day and, where appropriate, intraday and multiday settlement 
of payment obligations (i.e., liquidity risk), the risk that OCC will 
incur losses on overnight investments (i.e., investment risk), and the 
risk that financial models are inaccurate (i.e., model risk).
    The proposed RMF would require OCC's credit risk management 
framework to encompass policies and procedures for maintaining 
sufficient prefunded resources in the form of margin and Clearing Fund 
deposits, accepting collateral from participants that is low-risk and 
high-quality, monitoring the creditworthiness and operational 
reliability of all counterparties, including participants, custodians, 
settlement banks, liquidity providers, and linked financial market 
utilities (``FMUs''), and maintaining a waterfall of resources to be 
used in the event of participant default and a process for replenishing 
resources.
    In addition, the RMF would require OCC's liquidity risk framework 
to encompass sizing liquidity resources to cover liquidity needs in the 
event of the default of the largest Clearing Member Group, forecasting 
daily settlement needs under normal market conditions, maintaining 
liquid resources in the form of cash and committed facilities, 
maintaining a contingency funding plan and periodically reviewing the 
size of liquidity resources, maintaining liquidity resources at 
creditworthy custodians and monitoring the financial and operational 
performance of financial institutions and committed liquidity 
facilities, and investing liquidity resources in safe overnight 
investments or at a Federal Reserve Bank.
    Moreover, the RMF would require OCC to address investment risks by 
maintaining an account at a Federal Reserve Bank, which bears no 
investment risk, and investing funds not held at the Federal Reserve 
Bank in high-quality liquid assets. The RMF would also require OCC to 
manage model risk through a model development program, independent 
model validation and strong governance arrangements for the approval of 
new models or models with material changes in accordance with relevant 
policies.
Operational Risk
    The RMF would define operational risk as the risk of disruptions in 
OCC's CCP services due to: (i) Deficiencies in internal controls, 
processes or information systems; (ii) human error or misconduct; or 
(iii) external events or intrusions. The definition of operational risk 
would also cover deficiencies related to information technology 
(``IT''), such as data security and IT systems reliability. To reflect 
the importance OCC assigns to managing IT risks, the RMF would also 
categorize IT risk as a separate Key Risk, discussed below.
    The RMF would also assert that OCC manages operational risks in 
number of ways, including that OCC: (i) Maintains an Enterprise Project 
Management Program that performs initial assessments of proposed 
projects and manages project execution, to help ensure that proper 
oversight exists during the initiation, planning, execution, and 
delivery of OCC corporate projects; (ii) maintains a Business 
Continuity Program to support

[[Page 58664]]

continuance of critical services in the event of a catastrophic loss of 
infrastructure and/or staff (including a Crisis Management Plan, which 
outlines OCC's processes for decision-making in crisis or emergency 
circumstances); (iii) maintains a comprehensive third-party risk 
management program which includes requirements for onboarding and 
ongoing monitoring of third-parties on which OCC relies (such as 
vendors, settlement banks and FMUs with linkages to OCC) performed by 
various areas of the organization, including National Operations, 
Collateral Services, Credit Risk, and ERM; (iv) provides training and 
development through its Human Resources Department to ensure staff 
maintains and develops the necessary knowledge and skills to perform 
their jobs; and (v) conducts training on business ethics and OCC's Code 
of Conduct.
Operational Risk--Information Technology
    The RMF also would address operational risks specifically related 
to IT as a distinct Key Risk. Operational risk related to IT would be 
defined as the risk that inadequate levels of system functionality, 
confidentiality, integrity, availability, capacity, or resiliency for 
systems that support core clearing, settlement, or risk management 
services or critical business functions results in disruptions in OCC 
services. In addition to the ways described above that OCC manages 
operational risks generally, the RMF would also provide that OCC 
manages IT operational risks by maintaining: (i) A Quality Standards 
Program, which includes targets that set performance standards for 
systems operations; (ii) a cybersecurity program; and (iii) a program 
to maintain system functionality and capacity.
Legal Risk
    The RMF would define legal risk as the risk that OCC's by-laws, 
rules, policies, and procedures do not provide for a well-founded, 
clear, transparent, and enforceable legal basis for each aspect of its 
activities in all relevant jurisdictions. The RMF would also provide 
that OCC manages legal risk by: (i) Maintaining rules, policies, and 
contracts that are consistent with applicable laws and regulations; and 
(ii) maintaining legal agreements that establish counterparty 
obligations regarding the material aspects of its clearing, settlement, 
and risk management services, including, but not limited to, settlement 
finality, vendor performance, exchange performance, options exercise, 
and cross-margining obligations.
General Business Risk
    The RMF would define general business risk as the risk of any 
potential impairment of OCC's financial condition due to declines in 
its revenue or growth in its expenses arising from OCC's administration 
and operation as a business enterprise (as opposed to a participant's 
default), resulting in expenses that exceed revenues and losses that 
must be charged against OCC's capital.
    The RMF would provide that OCC manages general business risk by: 
(i) Maintaining a target capital level of liquid net assets funded by 
equity equal to the greater of six-months' operating expenses or the 
amount sufficient to ensure a recovery or orderly wind-down of OCC's 
operations as set forth in OCC's recovery and wind-down plan, and a 
plan that provides for capital replenishment in the event of non-
default losses in excess of target capital; (ii) maintaining a 
corporate planning program to manage new business activity; and (iii) 
actively managing the public perception of OCC.

E. Risk Management Governance

    The RMF would describe the governance arrangements through which 
OCC implements its risk management philosophy. These governance 
arrangements would include the responsibilities of the Board, the 
Board's committees, and management in establishing and executing OCC's 
risk management framework. These responsibilities are described in 
further detail below.
    The RMF would provide that OCC's risk governance framework follows 
a hierarchical structure that begins with the Board, which has ultimate 
oversight responsibility for OCC's risk management activities. The 
Board performs an oversight role to help ensure that OCC is managed and 
operated in a manner consistent with OCC's regulatory responsibilities 
as a SIFMU providing clearance and settlement services. The Board also 
is responsible for helping ensure that OCC has governance arrangements 
that, among other things, prioritize the safety and efficiency of OCC 
through the proposed risk management framework. Moreover, under the 
RMF, the Board is responsible for overseeing OCC's risk management 
policies, procedures, and systems designed to identify, measure, 
monitor, and manage risks consistent within the Risk Appetite 
Statements and Risk Tolerances approved by the Board. The RMF also 
provides that the Board is responsible for overseeing and approving 
OCC's recovery and orderly wind-down plan (consistent with OCC's Board 
of Directors Charter).
    To carry out these responsibilities, the RMF would indicate that 
the Board has established Committees to assist in overseeing OCC's Key 
Risks. These Committees are: (i) The Audit Committee; (ii) the 
Compensation and Performance Committee; (iii) the Governance and 
Nominating Committee; (iv) the Risk Committee; and (v) the Technology 
Committee. The responsibilities of these committees to manage OCC's Key 
Risks are outlined in their respective committee charters.\12\
---------------------------------------------------------------------------

    \12\ OCC's Board and Board committee charters are available on 
OCC's public website: https://www.theocc.com/about/corporate-information/what-is-occ.jsp.
---------------------------------------------------------------------------

    The RMF would also provide that OCC's Management Committee is 
responsible for annually reviewing and approving the RMF--and the Risk 
Appetite Statements and Risk Tolerances established thereunder--and 
recommending further approval thereof to the Board. The Management 
Committee would also review reports related to metrics for assessing 
Risk Tolerances to determine whether OCC's Key Risks are behaving 
within established tolerances and take or recommend action as needed to 
return Key Risks to their appropriate levels and escalate exceptions to 
Risk Tolerances and Risk Appetite Statements to relevant Board 
committees. The Management Committee would also be permitted to 
establish working groups to assist it in the management of Key Risks.

F. Risk Management Practice

    The RMF would describe OCC's program for enterprise-wide risk 
management. The internal structures for risk management described in 
the proposed RMF are intended to follow programs generally accepted in 
the financial services industry, including the ``three lines of 
defense'' model (i.e., front-line employees, enterprise risk/compliance 
functions and internal audit) and a program for internal controls that 
includes risk assessment and reporting.
``Three Lines of Defense''
    To maintain a resilient risk management and internal control 
infrastructure, the RMF would formalize OCC's ``three lines of 
defense'' model, which allows OCC to manage its control infrastructure 
with clarity of ownership and accountability. The first line of defense 
consists of OCC's operational business units, including Financial Risk 
Management, National Operations, technology, legal, regulatory affairs 
and

[[Page 58665]]

corporate functions such as human resources, finance, accounting, and 
project management. The first line is responsible and accountable for 
designing, owning, and managing risks by maintaining policies, 
procedures, processes, and controls to manage relevant risks. The first 
line would also be responsible and accountable for internal controls 
and implementing corrective action to address control deficiencies.
    The first line is supported and monitored by the second line of 
defense, which consists of the ERM, Compliance, Security Services, and 
Model Validation Group functions. The second line is an oversight 
function and is responsible for designing, implementing and maintaining 
an enterprise-wide risk management and compliance program and tools to 
assess and manage risk at the enterprise level. The second line would 
also work with the first line to assess risks and establish policies 
and guidelines, and advise, monitor, and report on the first line's 
effectiveness at managing risk and maintaining and operating a 
resilient control infrastructure. The second line reports to OCC's 
Management Committee and Board (or committee thereof) on the first line 
of defense's effectiveness at managing risk and compliance and an 
assessment of whether OCC's services are being delivered within Risk 
Appetite Statements and Risk Tolerances.
    The third line of defense consists of OCC's internal audit 
function. The third line reports to the Audit Committee of the Board 
and is accountable for designing, implementing, and maintaining a 
comprehensive audit program that allows senior management and the Board 
to receive independent and objective assurance that the quality of 
OCC's risk management and internal control infrastructure is consistent 
with OCC's risk appetite and Risk Tolerances. The RMF also would 
require that OCC's Internal Audit department maintains a diverse and 
skilled team of professionals with a variety of business, technology, 
and audit skills, and perform all of its activities in compliance with 
the Institute of Internal Auditors' standards found in the 
International Professional Practices Framework.
    The ``three lines of defense'' model is designed to provide for a 
robust governance structure that distinguishes among the three lines 
involved in the effective and comprehensive management of risk at OCC: 
(i) The functions that own and manage risks; (ii) the functions that 
oversee and provide guidance on the management of risks; and (iii) and 
the functions that provide independent and objective assurance of the 
robustness and appropriateness of risk management and internal 
controls.
Risk Assessments
    In furtherance of the ``three lines of defense'' model, the RMF 
would provide for risk identification and assessment programs described 
below to identify, measure, and monitor current and emerging risks at 
OCC. Findings or recommendations that result from the assessments would 
be documented, monitored, and escalated through the appropriate 
governance according to applicable OCC policies and procedures.
    One such assessment--the Enterprise Risk Assessment--would be 
conducted by OCC's first line of defense in conjunction with ERM. The 
Enterprise Risk Assessment would analyze risks based on: (i) Inherent 
Risk; \13\ (ii) quality of risk management; and (iii) Residual Risk 
\14\ to provide OCC information on the quantity of risk in a certain 
functional area or business area, and provide a mechanism to prioritize 
risk mitigation activities. ERM would use analysis of Residual Risk in 
conjunction with metrics related to Risk Tolerances to develop a risk 
profile and determine whether a Key Risk is within appetite and provide 
OCC's Management Committee and Board (or committee thereof) information 
on the quantity of risk in a certain functional area or business area, 
which would provide a mechanism to prioritize risk mitigation 
activities.
---------------------------------------------------------------------------

    \13\ Under the RMF, ``Inherent Risk'' would be defined as the 
absolute level of risk exposure posed by a process or activity prior 
to the application of controls or other risk-mitigating factors.
    \14\ Under the RMF, ``Residual Risk'' would be defined as the 
level of risk exposure posed by a process or activity after the 
application of controls or other risk-mitigating factors.
---------------------------------------------------------------------------

    Another such assessment--the Scenario Analysis Program--would be a 
method for identifying risks that may not be otherwise captured in 
OCC's risk statements. ERM, in cooperation with the first line of 
defense, would design simulations of potential disruptions, and 
business unit staff would be able to identify risks that may not have 
been previously uncovered or identify weaknesses in current controls. 
ERM would include potential risks identified through the Scenario 
Analysis Program in its analysis of, and reporting on, the quantity of 
risk within a certain Key Risk and whether the Key Risk is within 
appetite.
    A third assessment--the IT Risk Assessment Program--would be 
conducted by OCC's Security Services department prior to the 
procurement, development, installation, and operation of IT services 
and systems. This assessment would be triggered by certain events that 
may affect the nature or level of IT risks OCC faces, such as 
evaluation or procurement of a new system or technology, changes in OCC 
business processes that affect current services and systems, and the 
emergence of new threats that subvert existing controls and that 
require a new technology mitigation. OCC would also conduct periodic 
assessments.
    A fourth assessment would be conducted by OCC's compliance function 
to identify and measure regulatory compliance risks. The assessment 
would also provide OCC's compliance function with a basis for 
prioritizing testing and training activities.
Risk Reporting
    Under the RMF, ERM would be responsible for completing a review and 
reporting process that provides OCC's Management Committee and Board 
(or committee thereof) with the information necessary to fulfill their 
obligations for risk management and oversight of risk management 
activities, respectively. This reporting would be designed to assist 
OCC's Management Committee and Board (or committee thereof) in 
understanding the most significant risks faced by OCC from a process 
perspective and determining whether Risk Tolerances are being managed 
in accordance with Risk Appetite Statements. On a quarterly basis, ERM 
would provide a risk report with a summary analysis of risk appetite 
and risk profile that includes analysis of Residual Risks from the 
Enterprise Risk Assessment program, reporting on Risk Tolerances and 
recommendations for prioritization of risk mitigation activities. The 
reporting process would indicate procedures for escalation in the event 
of a breach of Risk Tolerance.

G. Control Activities

    Under the RMF, the Compliance Department would be responsible for 
maintaining an inventory of all business processes and associated 
controls. OCC would also provide guides to assist staff in documenting 
their control activities in a consistent way and periodically conduct 
training on the importance of a strong risk and control environment. In 
addition, on at least an annual basis, the Compliance Department would 
be required to conduct training to assist OCC staff in understanding 
their respective responsibilities in implementing OCC's risk and 
control environment.

[[Page 58666]]

II. Discussion and Commission Findings

    Section 19(b)(2)(C) of the Act directs the Commission to approve a 
proposed rule change of a self-regulatory organization if it finds that 
such proposed rule change is consistent with the requirements of the 
Act and the rules and regulations thereunder applicable to such 
organization.\15\ After carefully considering the proposed rule change, 
the Commission finds that the proposed rule change is consistent with 
the requirements of the Act and the rules and regulations thereunder 
applicable to OCC. More specifically, the Commission finds that the 
proposal is consistent with Section 17A(b)(3)(F) of the Act \16\ and 
Rule 17Ad-22(e)(3) under the Act.\17\
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78s(b)(2)(C).
    \16\ 15 U.S.C. 78q-1(b)(3)(F).
    \17\ 17 CFR 240.17Ad-22(e)(3).
---------------------------------------------------------------------------

A. Consistency With Section 17A(b)(3)(F) of the Act

    Section 17A(b)(3)(F) of the Act requires that the rules of a 
registered clearing agency be designed to do, among other things, the 
following: (1) Promote the prompt and accurate clearance and settlement 
of securities transactions; (2) assure the safeguarding of securities 
and funds which are in the custody or control of the clearing agency or 
for which it is responsible; and (3) in general protect investors and 
the public interest.\18\
---------------------------------------------------------------------------

    \18\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

    As described above, the RMF would address and clarify different 
ways OCC comprehensively manages Key Risks, which include legal, 
credit, liquidity, operational, general business, investment, custody, 
and other risks that arise in or are borne by OCC. For example, the RMF 
would describe OCCs overall framework for comprehensive risk 
management, including OCC's framework to identify, measure, monitor, 
and manage all risks faced by OCC in the provision of clearing, 
settlement, and risk management services. The RMF would also establish 
the context for OCC's risk management framework, outline OCC's risk 
management philosophy, describe OCC's Risk Appetite Framework and use 
of Risk Tolerances, describe the governance arrangements that implement 
risk management, outline OCC's identification of Key Risks, and 
describe OCC's program for enterprise-wide risk management, including 
the ``three lines of defense'' structure and OCC's approach to risk 
monitoring, assessment, and reporting.
    By providing these clarifications and adding transparency to OCC's 
risk management practices, the RMF is designed to help OCC be in a 
better position to identify, measure, monitor, and manage the various 
risks that may arise in or be borne by OCC. By better identifying, 
measuring, monitoring, and managing the risks that may arise in or be 
borne by OCC, the RMF is designed to help reduce the possibility that 
OCC fails in providing its critical operations and services to the 
financial markets. By better positioning OCC to continue its critical 
operations and services, and mitigating the risk of financial loss 
contagion caused by its failure, the RMF is designed to promote the 
prompt and accurate clearance and settlement of securities transactions 
and help assure the safeguarding of securities and funds which are in 
the custody or control of OCC, or for which OCC is responsible. As a 
result, the Commission finds that the proposed rule change, in general, 
protects investors and the public interest. Accordingly, the Commission 
believes that the proposed rule change is consistent with Section 
17A(b)(3)(F) of the Act.\19\
---------------------------------------------------------------------------

    \19\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

B. Consistency With Rule 17Ad-22(e)(3) of the Act

    Rule 17Ad-22(e)(3) under the Act requires, in part, that a covered 
clearing agency ``establish, implement, maintain and enforce written 
policies and procedures reasonably designed to . . . [m]aintain a sound 
risk management framework for comprehensively managing legal, credit, 
liquidity, operational, general business, investment, custody, and 
other risks that arise in or are borne by the covered clearing agency, 
which . . . [i]ncludes risk management policies, procedures, and 
systems designed to identify, measure, monitor, and manage the range of 
risks that arise in or are borne by the covered clearing agency, that 
are subject to review on a specified periodic basis and approved by the 
board of directors annually . . .'' \20\
---------------------------------------------------------------------------

    \20\ 17 CFR 240.17Ad-22(e)(3).
---------------------------------------------------------------------------

    As described above, the RMF describes OCC's comprehensive framework 
for identifying, measuring, monitoring, and managing the risks that 
arise within OCC or are borne by it, including legal, credit, 
liquidity, operational, general business, investment, and custody risk. 
For example, the RMF describes OCC's framework for identifying its Key 
Risks and the relevant policies that OCC maintains to address those 
risks.
    The RMF also describes OCC's RAF and use of Risk Appetite 
Statements and Risk Tolerances to help ensure that OCC sets appropriate 
levels and types of Key Risks that OCC is willing and able to assume in 
accordance with the performance of its critical role in the financial 
markets. For example, the use of Risk Appetite Statements helps ensure 
that OCC can carefully calibrate the levels of risk it accepts for each 
Key Risk in a manner consistent with OCC's core mission of promoting 
financial stability in the markets it serves. In addition, the use of 
Risk Tolerances helps ensure that OCC sets acceptable levels of risk 
within specified sub-categories of Key Risks, and that also may be used 
to set thresholds for acceptable variability in risk levels and to 
provide clear and transparent escalation triggers when the thresholds 
are breached.
    Moreover, the Commission believes the RMF would clarify the 
foundation of OCC's risk management practices by describing OCC's 
enterprise-wide risk management framework. This framework incorporates 
established principles employed across the financial services industry 
such as the ``three lines of defense'' model for enterprise-wide risk 
management to help ensure that OCC maintains and operates a resilient, 
effective, and reliable risk management and internal control 
infrastructure that assures risk management and processing outcomes 
expected by OCC stakeholders. This framework also describes how OCC's 
second line of defense monitors the risks that arise in or are borne by 
OCC through a variety of risk assessment, risk reporting, and internal 
control management activities. Finally, the RMF also states that the 
RMF and related documents are subject to annual board approval.
    For the above specified reasons, the Commission therefore believes 
that the proposed rule change: (i) Provides a variety of risk 
assessment, risk reporting, and internal control management activities; 
and (ii) provides for a sound, comprehensive framework for identifying, 
measuring, monitoring, and managing the range of risks that arise in or 
are borne by OCC. The Commission therefore finds that these changes are 
consistent with the requirements of Rule 17Ad-22(e)(3).

III. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposed change is consistent with the requirements of the Act, and in 
particular, with the requirements of

[[Page 58667]]

Section 17A of the Act \21\ and the rules and regulations thereunder.
---------------------------------------------------------------------------

    \21\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\22\ that the proposed rule change (SR-OCC-2017-005) be, and it 
hereby is, approved.
---------------------------------------------------------------------------

    \22\ 15 U.S.C. 78s(b)(2).
    \23\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-26822 Filed 12-12-17; 8:45 am]
BILLING CODE 8011-01-P



                                                58662                    Federal Register / Vol. 82, No. 238 / Wednesday, December 13, 2017 / Notices

                                                testing, which will be maintained and                   philosophy, describe OCC’s Risk                        obligation to promote financial stability,
                                                preserved in an easily accessible place                 Appetite Framework and use of Risk                     reduce the potential for systemic
                                                for a period of not less than five years,               Tolerances,5 describe the governance                   contagion, and support the smooth
                                                the first two years in an appropriate                   arrangements that implement risk                       functioning of the U.S. financial
                                                office of the Adviser, and be available                 management, outline OCC’s                              markets. Furthermore, as a CCP, OCC
                                                for inspection by the staff of the                      identification of Key Risks,6 and                      concentrates financial risks for the
                                                Commission.                                             describe OCC’s program for enterprise-                 markets it serves by acting as the CCP
                                                  For the Commission, by the Division of                wide risk management, including the                    for all of the transactions that it clears.
                                                Investment Management, under delegated                  ‘‘three lines of defense’’ structure                   As a result of this concentration, OCC’s
                                                authority.                                              (discussed below), and describe OCC’s                  primary objective is to ensure that it
                                                Eduardo A. Aleman,                                      approach to risk monitoring,                           properly manages the financial risks
                                                Assistant Secretary.                                    assessment, and reporting. As a single                 associated with functioning as a CCP,
                                                [FR Doc. 2017–26885 Filed 12–12–17; 8:45 am]            risk management framework addressing                   which primarily relate to potential
                                                                                                        risks across all facets of OCC’s business,             clearing member default scenarios.
                                                BILLING CODE 8011–01–P
                                                                                                        OCC believes that the RMF would foster                    As a CCP, OCC’s daily operations,
                                                                                                        its compliance with the requirements of                among other things, involve managing
                                                SECURITIES AND EXCHANGE                                 the CCA rules,7 and in particular the                  financial, operational, and business
                                                COMMISSION                                              requirement of Rule 17Ad–22(e)(3) 8 that               risks. In managing these risks, OCC’s
                                                                                                        it maintain a sound framework for                      daily operations—which are guided by
                                                [Release No. 34–82232; File No. SR–OCC–                                                                        policies, procedures, and controls—are
                                                2017–005]
                                                                                                        comprehensively managing risks.
                                                                                                                                                               designed to ensure that financial
                                                                                                        A. Context of OCC’s Risk Management                    exposures and service disruptions are
                                                Self-Regulatory Organizations; The                      Framework                                              within acceptable limits set by OCC as
                                                Options Clearing Corporation; Order
                                                                                                           The RMF would begin by establishing                 part of its Risk Appetite Framework
                                                Approving Proposed Rule Change
                                                                                                        the context for OCC’s risk management                  (‘‘RAF’’) as described below.
                                                Related to a Comprehensive Risk
                                                Management Framework                                    framework. More specifically, OCC is a                 C. Risk Appetite Framework
                                                                                                        Systemically Important Financial
                                                December 7, 2017.                                       Market Utility (‘‘SIFMU’’) 9 that serves a                The proposed RMF would describe
                                                   On October 10, 2017, The Options                     critical role in financial markets as the              OCC’s RAF and use of Risk Tolerances.
                                                Clearing Corporation (‘‘OCC’’) filed with               sole central counterparty (‘‘CCP’’) that               The purpose of the RAF is to establish
                                                the Securities and Exchange                             provides clearance and settlement                      OCC’s overall approach to managing
                                                Commission (‘‘Commission’’) the                         services for U.S. listed options and                   risks at the enterprise level in an
                                                proposed rule change SR–OCC–2017–                       guarantees the obligations associated                  effective and integrated fashion. The
                                                005 pursuant to Section 19(b)(1) of the                 with the contracts that it clears. OCC                 RAF establishes the level and types of
                                                Securities Exchange Act of 1934                         acknowledges its role as a SIFMU in                    Key Risks, described in further detail
                                                (‘‘Act’’),1 and Rule 19b–4 thereunder.2                 promoting financial stability for market               below, that OCC is willing and able to
                                                The proposed rule change was                            participants, investors, and the economy               assume in accordance with OCC’s
                                                published for comment in the Federal                    and that it must therefore maintain a                  mission as a SIFMU. Under the RAF,
                                                Register on October 25, 2017.3 The                      sound risk management framework for                    Risk Appetite Statements 10 would be
                                                Commission did not receive any                          comprehensively managing the risks                     used to express OCC’s judgment, for
                                                comment letters on the proposed rule                                                                           each of OCC’s Key Risks, regarding the
                                                                                                        that it presents.
                                                change. For the reasons discussed                                                                              level of risk that OCC is willing to
                                                below, this order approves the proposed                 B. OCC’s Risk Management Philosophy                    accept related to the provision of CCP
                                                rule change.                                              OCC states that the proposed RMF                     services. These statements would be
                                                                                                        would describe its risk management                     qualitative indications of appetite that
                                                I. Description of the Proposed Rule                     philosophy. As a SIFMU, OCC must be                    set the tone for OCC’s approach to risk
                                                Change 4                                                mindful of the public interest and its                 taking, and are indicative of the level of
                                                   OCC proposes to adopt a new Risk                                                                            resources or effort OCC puts forth to
                                                Management Framework (‘‘RMF’’)                             5 Under the proposed RMF, ‘‘Risk Tolerances’’       prevent or mitigate the impact of a Key
                                                document. The purpose of the RMF is                     would be defined as the application of risk appetite   Risk.
                                                to describe OCC’s framework for                         to a specific sub-category or aspect of a Key Risk,       Under the RMF, Risk Appetite
                                                                                                        typically in quantitative form, used to set an         Statements would be set annually by
                                                comprehensive risk management,                          acceptable level of risk.
                                                including OCC’s framework to identify,                     6 OCC’s Key Risks are described below in the
                                                                                                                                                               each department associated with a Key
                                                measure, monitor, and manage all risks                  discussion covering OCC’s identification of its        Risk in cooperation with OCC’s
                                                faced by OCC in the provision of                        material risks.                                        Enterprise Risk Management
                                                clearing, settlement, and risk
                                                                                                           7 On September 28, 2016, the Commission             department (‘‘ERM’’) according to
                                                                                                        adopted amendments to Exchange Act Rule 17Ad–          applicable procedures. OCC’s risk
                                                management services. More specifically,                 22 and added new Exchange Act Rule 17Ab2–2
                                                the RMF would establish the context for                 pursuant to Section 17A of the Act and the
                                                                                                                                                               appetite levels would be classified into
                                                OCC’s risk management framework,                        Payment, Clearing and Settlement Supervision Act       four categories:
                                                outline OCC’s risk management                           of 2010 (‘‘Clearing Supervision Act’’) to establish       1. No appetite: OCC is unwilling to
                                                                                                        enhanced standards for the operation and               deliberately accept any level of risk.
                                                                                                        governance of those clearing agencies registered          2. Low appetite: OCC devotes
sradovich on DSK3GMQ082PROD with NOTICES




                                                  1 15 U.S.C. 78s(b)(1).                                with the Commission that meet the definition of a
                                                  2 17 CFR 240.19b–4.                                   ‘‘covered clearing agency,’’ as defined by Exchange    significant resources to managing risk
                                                  3 Securities Exchange Act Release No. 34–81909        Act Rule 17Ad–22(a)(5) (collectively, the new and      but may choose to accept certain risks
                                                (Oct. 19, 2017), 82 FR 49456 (Oct. 25, 2017) (File      amended rules are herein referred to as the ‘‘CCA
                                                No. SR–OCC–2017–005) (‘‘Notice’’).                      rules’’).                                                10 Under the proposed RMF, ‘‘Risk Appetite
                                                  4 The subsequent description of the proposed rule        8 17 CFR 240.17Ad–22(e)(3).
                                                                                                                                                               Statement’’ would be defined as a statement that
                                                change is substantially excerpted from OCC’s               9 The Financial Stability Oversight Council         expresses OCC’s judgment, for each of OCC’s Key
                                                description in the Notice. See Notice, 82 FR at         designated OCC a SIFMU on July 18, 2012 pursuant       Risks, regarding the level of risk OCC is willing to
                                                49456–49461.                                            to the Clearing Supervision Act. See 12 U.S.C. 5463.   accept related to the provision of CCP services.



                                           VerDate Sep<11>2014   18:53 Dec 12, 2017   Jkt 244001   PO 00000   Frm 00075   Fmt 4703   Sfmt 4703   E:\FR\FM\13DEN1.SGM   13DEN1


                                                                         Federal Register / Vol. 82, No. 238 / Wednesday, December 13, 2017 / Notices                                          58663

                                                that do not materially affect core                      monitor Risk Tolerances through                       custodians, settlement banks, liquidity
                                                clearing and settlement because the                     quantitative metrics, where applicable,               providers, and linked financial market
                                                level of resources that OCC would be                    and compile such monitoring in a report               utilities (‘‘FMUs’’), and maintaining a
                                                required to put forth to mitigate the                   that the Chief Risk Officer shall present             waterfall of resources to be used in the
                                                risks would be impractical.                             to OCC’s Management Committee and                     event of participant default and a
                                                   3. Moderate appetite: OCC is willing                 Board (or a committee thereof) at least               process for replenishing resources.
                                                to engage in certain activities that pose               quarterly. In addition, the RMF would                    In addition, the RMF would require
                                                risks because those activities may bring                require that OCC’s Board evaluate its                 OCC’s liquidity risk framework to
                                                longer-term efficiencies or result in                   Risk Tolerances at least annually, and                encompass sizing liquidity resources to
                                                business opportunities even though the                  more frequently if necessary as a result              cover liquidity needs in the event of the
                                                activities or new businesses may pose                   of changes to products, processes,                    default of the largest Clearing Member
                                                new risks to OCC.                                       market conventions or other changes to                Group, forecasting daily settlement
                                                   4. High appetite: OCC is willing to                  OCC’s material risks.                                 needs under normal market conditions,
                                                implement a new high-risk process or                                                                          maintaining liquid resources in the form
                                                                                                        D. Identification of Key Risks                        of cash and committed facilities,
                                                business opportunity; however, it is
                                                unlikely OCC would apply this level of                     The proposed RMF would identify                    maintaining a contingency funding plan
                                                appetite to a Key Risk absent a                         risks that could affect OCC’s ability to              and periodically reviewing the size of
                                                compelling, urgent business need.                       perform services as expected, and the                 liquidity resources, maintaining
                                                   Under the RMF, OCC’s Board would                     process for identifying such risks would              liquidity resources at creditworthy
                                                have ultimate responsibility for                        take a broad view to include: (i) Direct              custodians and monitoring the financial
                                                reviewing and approving the Risk                        financial and operational risks that may              and operational performance of
                                                Appetite Statements in connection with                  prevent the smooth functioning of CCP                 financial institutions and committed
                                                each Key Risk on an annual basis upon                   services; (ii) reputational risks that                liquidity facilities, and investing
                                                recommendation of OCC’s Management                      could undermine the perception of OCC                 liquidity resources in safe overnight
                                                Committee.                                              as a sound pillar in the financial market;            investments or at a Federal Reserve
                                                   The Risk Appetite Statements would                   and (iii) the risks OCC faces from third              Bank.
                                                allow OCC to carefully calibrate the                    parties, such as custodians and                          Moreover, the RMF would require
                                                levels of risk it accepts for each of its               settlement banks, that are critical to the            OCC to address investment risks by
                                                Key Risks to be consistent with OCC’s                   design and operation of OCC’s                         maintaining an account at a Federal
                                                core mission of promoting financial                     infrastructure and risk management.                   Reserve Bank, which bears no
                                                stability in the markets it serves.                     OCC believes that identifying Key Risks               investment risk, and investing funds not
                                                Accordingly, the RAF helps to ensure                    in this manner would facilitate its                   held at the Federal Reserve Bank in
                                                that OCC has an effective and                           ability to manage comprehensively the                 high-quality liquid assets. The RMF
                                                comprehensive framework for managing                    legal, credit, liquidity, operational,                would also require OCC to manage
                                                its Key Risks (e.g., legal, credit,                     general business, investment, custody,                model risk through a model
                                                liquidity, operational, general business,               and other risks that arise in or are borne            development program, independent
                                                investment, custody, and other risks                    by it. Based on this identification                   model validation and strong governance
                                                that arise in or are borne by OCC).11                   process, the RMF would define OCC’s                   arrangements for the approval of new
                                                   In addition to Risk Appetite                         Key Risks as described below.                         models or models with material changes
                                                Statements, the RMF would require that                                                                        in accordance with relevant policies.
                                                                                                        Financial Risk
                                                OCC assign Risk Tolerances to the Key                                                                         Operational Risk
                                                Risks contained within the RMF as                          The RMF would indicate that
                                                approved by OCC’s Board. While the                      financial risk encompasses many                          The RMF would define operational
                                                Risk Appetite Statements would be                       aspects of risk at OCC, including the                 risk as the risk of disruptions in OCC’s
                                                more high-level and principles-based,                   risks that a Clearing Member will be                  CCP services due to: (i) Deficiencies in
                                                Risk Tolerances would comparatively be                  unable to meet its obligations when due               internal controls, processes or
                                                more granular and represent the                         or that OCC will not maintain sufficient              information systems; (ii) human error or
                                                application of OCC’s risk appetite to                   financial resources to cover exposures                misconduct; or (iii) external events or
                                                specific sub-categories or aspects of Key               (i.e., credit risk), the risk that OCC will           intrusions. The definition of operational
                                                Risks. The purpose of the proposed Risk                 not maintain sufficient liquid resources              risk would also cover deficiencies
                                                Tolerances is to help ensure that OCC                   to meet its same day and, where                       related to information technology
                                                sets acceptable levels of risk within                   appropriate, intraday and multiday                    (‘‘IT’’), such as data security and IT
                                                those specified sub-categories of Key                   settlement of payment obligations (i.e.,              systems reliability. To reflect the
                                                Risks. Risk Tolerances would be stated                  liquidity risk), the risk that OCC will               importance OCC assigns to managing IT
                                                in either quantitative or qualitative                   incur losses on overnight investments                 risks, the RMF would also categorize IT
                                                terms, depending on the nature of the                   (i.e., investment risk), and the risk that            risk as a separate Key Risk, discussed
                                                risk and OCC’s ability to measure it.                   financial models are inaccurate (i.e.,                below.
                                                                                                        model risk).                                             The RMF would also assert that OCC
                                                   Under the RMF, each department
                                                                                                           The proposed RMF would require                     manages operational risks in number of
                                                would be required to establish Risk
                                                                                                        OCC’s credit risk management                          ways, including that OCC: (i) Maintains
                                                Tolerances at least annually for sub-
                                                                                                        framework to encompass policies and                   an Enterprise Project Management
                                                categories of Key Risks that are within
                                                                                                        procedures for maintaining sufficient                 Program that performs initial
sradovich on DSK3GMQ082PROD with NOTICES




                                                their relevant domains of responsibility
                                                                                                        prefunded resources in the form of                    assessments of proposed projects and
                                                and would be responsible for managing
                                                                                                        margin and Clearing Fund deposits,                    manages project execution, to help
                                                applicable risks within established
                                                                                                        accepting collateral from participants                ensure that proper oversight exists
                                                tolerance levels. ERM staff would
                                                                                                        that is low-risk and high-quality,                    during the initiation, planning,
                                                  11 OCC’s Key Risks are described below in the         monitoring the creditworthiness and                   execution, and delivery of OCC
                                                discussion covering OCC’s identification of its         operational reliability of all                        corporate projects; (ii) maintains a
                                                material risks.                                         counterparties, including participants,               Business Continuity Program to support


                                           VerDate Sep<11>2014   18:53 Dec 12, 2017   Jkt 244001   PO 00000   Frm 00076   Fmt 4703   Sfmt 4703   E:\FR\FM\13DEN1.SGM   13DEN1


                                                58664                    Federal Register / Vol. 82, No. 238 / Wednesday, December 13, 2017 / Notices

                                                continuance of critical services in the                 General Business Risk                                 wind-down plan (consistent with OCC’s
                                                event of a catastrophic loss of                            The RMF would define general                       Board of Directors Charter).
                                                infrastructure and/or staff (including a                                                                        To carry out these responsibilities, the
                                                                                                        business risk as the risk of any potential
                                                Crisis Management Plan, which outlines                                                                        RMF would indicate that the Board has
                                                                                                        impairment of OCC’s financial
                                                OCC’s processes for decision-making in                                                                        established Committees to assist in
                                                                                                        condition due to declines in its revenue
                                                crisis or emergency circumstances); (iii)                                                                     overseeing OCC’s Key Risks. These
                                                                                                        or growth in its expenses arising from
                                                maintains a comprehensive third-party                                                                         Committees are: (i) The Audit
                                                                                                        OCC’s administration and operation as a
                                                risk management program which                                                                                 Committee; (ii) the Compensation and
                                                                                                        business enterprise (as opposed to a
                                                includes requirements for onboarding                                                                          Performance Committee; (iii) the
                                                                                                        participant’s default), resulting in
                                                and ongoing monitoring of third-parties                                                                       Governance and Nominating
                                                                                                        expenses that exceed revenues and
                                                on which OCC relies (such as vendors,                                                                         Committee; (iv) the Risk Committee; and
                                                                                                        losses that must be charged against                   (v) the Technology Committee. The
                                                settlement banks and FMUs with
                                                                                                        OCC’s capital.                                        responsibilities of these committees to
                                                linkages to OCC) performed by various
                                                                                                           The RMF would provide that OCC
                                                areas of the organization, including                                                                          manage OCC’s Key Risks are outlined in
                                                                                                        manages general business risk by: (i)                 their respective committee charters.12
                                                National Operations, Collateral Services,
                                                                                                        Maintaining a target capital level of                   The RMF would also provide that
                                                Credit Risk, and ERM; (iv) provides
                                                                                                        liquid net assets funded by equity equal              OCC’s Management Committee is
                                                training and development through its
                                                                                                        to the greater of six-months’ operating               responsible for annually reviewing and
                                                Human Resources Department to ensure
                                                                                                        expenses or the amount sufficient to                  approving the RMF—and the Risk
                                                staff maintains and develops the
                                                                                                        ensure a recovery or orderly wind-down                Appetite Statements and Risk
                                                necessary knowledge and skills to
                                                                                                        of OCC’s operations as set forth in                   Tolerances established thereunder—and
                                                perform their jobs; and (v) conducts
                                                                                                        OCC’s recovery and wind-down plan,                    recommending further approval thereof
                                                training on business ethics and OCC’s
                                                Code of Conduct.                                        and a plan that provides for capital                  to the Board. The Management
                                                                                                        replenishment in the event of non-                    Committee would also review reports
                                                Operational Risk—Information                            default losses in excess of target capital;           related to metrics for assessing Risk
                                                Technology                                              (ii) maintaining a corporate planning                 Tolerances to determine whether OCC’s
                                                   The RMF also would address                           program to manage new business                        Key Risks are behaving within
                                                operational risks specifically related to               activity; and (iii) actively managing the             established tolerances and take or
                                                IT as a distinct Key Risk. Operational                  public perception of OCC.                             recommend action as needed to return
                                                risk related to IT would be defined as                  E. Risk Management Governance                         Key Risks to their appropriate levels and
                                                the risk that inadequate levels of system                                                                     escalate exceptions to Risk Tolerances
                                                functionality, confidentiality, integrity,                 The RMF would describe the                         and Risk Appetite Statements to
                                                availability, capacity, or resiliency for               governance arrangements through                       relevant Board committees. The
                                                systems that support core clearing,                     which OCC implements its risk                         Management Committee would also be
                                                settlement, or risk management services                 management philosophy. These                          permitted to establish working groups to
                                                or critical business functions results in               governance arrangements would include                 assist it in the management of Key
                                                disruptions in OCC services. In addition                the responsibilities of the Board, the                Risks.
                                                to the ways described above that OCC                    Board’s committees, and management in
                                                                                                        establishing and executing OCC’s risk                 F. Risk Management Practice
                                                manages operational risks generally, the
                                                RMF would also provide that OCC                         management framework. These                              The RMF would describe OCC’s
                                                manages IT operational risks by                         responsibilities are described in further             program for enterprise-wide risk
                                                maintaining: (i) A Quality Standards                    detail below.                                         management. The internal structures for
                                                Program, which includes targets that set                   The RMF would provide that OCC’s                   risk management described in the
                                                performance standards for systems                       risk governance framework follows a                   proposed RMF are intended to follow
                                                operations; (ii) a cybersecurity program;               hierarchical structure that begins with               programs generally accepted in the
                                                and (iii) a program to maintain system                  the Board, which has ultimate oversight               financial services industry, including
                                                functionality and capacity.                             responsibility for OCC’s risk                         the ‘‘three lines of defense’’ model (i.e.,
                                                                                                        management activities. The Board                      front-line employees, enterprise risk/
                                                Legal Risk                                              performs an oversight role to help                    compliance functions and internal
                                                   The RMF would define legal risk as                   ensure that OCC is managed and                        audit) and a program for internal
                                                the risk that OCC’s by-laws, rules,                     operated in a manner consistent with                  controls that includes risk assessment
                                                policies, and procedures do not provide                 OCC’s regulatory responsibilities as a                and reporting.
                                                for a well-founded, clear, transparent,                 SIFMU providing clearance and
                                                                                                                                                              ‘‘Three Lines of Defense’’
                                                and enforceable legal basis for each                    settlement services. The Board also is
                                                aspect of its activities in all relevant                responsible for helping ensure that OCC                  To maintain a resilient risk
                                                jurisdictions. The RMF would also                       has governance arrangements that,                     management and internal control
                                                provide that OCC manages legal risk by:                 among other things, prioritize the safety             infrastructure, the RMF would formalize
                                                (i) Maintaining rules, policies, and                    and efficiency of OCC through the                     OCC’s ‘‘three lines of defense’’ model,
                                                contracts that are consistent with                      proposed risk management framework.                   which allows OCC to manage its control
                                                applicable laws and regulations; and (ii)               Moreover, under the RMF, the Board is                 infrastructure with clarity of ownership
                                                maintaining legal agreements that                       responsible for overseeing OCC’s risk                 and accountability. The first line of
                                                establish counterparty obligations                      management policies, procedures, and                  defense consists of OCC’s operational
sradovich on DSK3GMQ082PROD with NOTICES




                                                regarding the material aspects of its                   systems designed to identify, measure,                business units, including Financial Risk
                                                clearing, settlement, and risk                          monitor, and manage risks consistent                  Management, National Operations,
                                                management services, including, but not                 within the Risk Appetite Statements and               technology, legal, regulatory affairs and
                                                limited to, settlement finality, vendor                 Risk Tolerances approved by the Board.                  12 OCC’s Board and Board committee charters are
                                                performance, exchange performance,                      The RMF also provides that the Board                  available on OCC’s public website: https://
                                                options exercise, and cross-margining                   is responsible for overseeing and                     www.theocc.com/about/corporate-information/
                                                obligations.                                            approving OCC’s recovery and orderly                  what-is-occ.jsp.



                                           VerDate Sep<11>2014   18:53 Dec 12, 2017   Jkt 244001   PO 00000   Frm 00077   Fmt 4703   Sfmt 4703   E:\FR\FM\13DEN1.SGM   13DEN1


                                                                         Federal Register / Vol. 82, No. 238 / Wednesday, December 13, 2017 / Notices                                             58665

                                                corporate functions such as human                       provide independent and objective                       department prior to the procurement,
                                                resources, finance, accounting, and                     assurance of the robustness and                         development, installation, and
                                                project management. The first line is                   appropriateness of risk management and                  operation of IT services and systems.
                                                responsible and accountable for                         internal controls.                                      This assessment would be triggered by
                                                designing, owning, and managing risks                                                                           certain events that may affect the nature
                                                                                                        Risk Assessments
                                                by maintaining policies, procedures,                                                                            or level of IT risks OCC faces, such as
                                                processes, and controls to manage                          In furtherance of the ‘‘three lines of               evaluation or procurement of a new
                                                relevant risks. The first line would also               defense’’ model, the RMF would                          system or technology, changes in OCC
                                                be responsible and accountable for                      provide for risk identification and                     business processes that affect current
                                                internal controls and implementing                      assessment programs described below to                  services and systems, and the
                                                corrective action to address control                    identify, measure, and monitor current                  emergence of new threats that subvert
                                                deficiencies.                                           and emerging risks at OCC. Findings or                  existing controls and that require a new
                                                   The first line is supported and                      recommendations that result from the                    technology mitigation. OCC would also
                                                monitored by the second line of defense,                assessments would be documented,                        conduct periodic assessments.
                                                which consists of the ERM, Compliance,                  monitored, and escalated through the                      A fourth assessment would be
                                                Security Services, and Model Validation                 appropriate governance according to                     conducted by OCC’s compliance
                                                Group functions. The second line is an                  applicable OCC policies and                             function to identify and measure
                                                oversight function and is responsible for               procedures.                                             regulatory compliance risks. The
                                                designing, implementing and                                One such assessment—the Enterprise                   assessment would also provide OCC’s
                                                maintaining an enterprise-wide risk                     Risk Assessment—would be conducted                      compliance function with a basis for
                                                management and compliance program                       by OCC’s first line of defense in                       prioritizing testing and training
                                                and tools to assess and manage risk at                  conjunction with ERM. The Enterprise                    activities.
                                                the enterprise level. The second line                   Risk Assessment would analyze risks
                                                                                                                                                                Risk Reporting
                                                would also work with the first line to                  based on: (i) Inherent Risk; 13 (ii) quality
                                                assess risks and establish policies and                 of risk management; and (iii) Residual                     Under the RMF, ERM would be
                                                guidelines, and advise, monitor, and                    Risk 14 to provide OCC information on                   responsible for completing a review and
                                                report on the first line’s effectiveness at             the quantity of risk in a certain                       reporting process that provides OCC’s
                                                managing risk and maintaining and                       functional area or business area, and                   Management Committee and Board (or
                                                operating a resilient control                           provide a mechanism to prioritize risk                  committee thereof) with the information
                                                infrastructure. The second line reports                 mitigation activities. ERM would use                    necessary to fulfill their obligations for
                                                to OCC’s Management Committee and                       analysis of Residual Risk in conjunction                risk management and oversight of risk
                                                Board (or committee thereof) on the first               with metrics related to Risk Tolerances                 management activities, respectively.
                                                line of defense’s effectiveness at                      to develop a risk profile and determine                 This reporting would be designed to
                                                managing risk and compliance and an                     whether a Key Risk is within appetite                   assist OCC’s Management Committee
                                                assessment of whether OCC’s services                    and provide OCC’s Management                            and Board (or committee thereof) in
                                                are being delivered within Risk Appetite                Committee and Board (or committee                       understanding the most significant risks
                                                Statements and Risk Tolerances.                         thereof) information on the quantity of                 faced by OCC from a process
                                                   The third line of defense consists of                risk in a certain functional area or                    perspective and determining whether
                                                OCC’s internal audit function. The third                business area, which would provide a                    Risk Tolerances are being managed in
                                                line reports to the Audit Committee of                  mechanism to prioritize risk mitigation                 accordance with Risk Appetite
                                                the Board and is accountable for                        activities.                                             Statements. On a quarterly basis, ERM
                                                designing, implementing, and                               Another such assessment—the                          would provide a risk report with a
                                                maintaining a comprehensive audit                       Scenario Analysis Program—would be a                    summary analysis of risk appetite and
                                                program that allows senior management                   method for identifying risks that may                   risk profile that includes analysis of
                                                and the Board to receive independent                    not be otherwise captured in OCC’s risk                 Residual Risks from the Enterprise Risk
                                                and objective assurance that the quality                statements. ERM, in cooperation with                    Assessment program, reporting on Risk
                                                of OCC’s risk management and internal                   the first line of defense, would design                 Tolerances and recommendations for
                                                control infrastructure is consistent with               simulations of potential disruptions,                   prioritization of risk mitigation
                                                OCC’s risk appetite and Risk Tolerances.                and business unit staff would be able to                activities. The reporting process would
                                                The RMF also would require that OCC’s                   identify risks that may not have been                   indicate procedures for escalation in the
                                                Internal Audit department maintains a                   previously uncovered or identify                        event of a breach of Risk Tolerance.
                                                diverse and skilled team of                             weaknesses in current controls. ERM                     G. Control Activities
                                                professionals with a variety of business,               would include potential risks identified
                                                technology, and audit skills, and                       through the Scenario Analysis Program                      Under the RMF, the Compliance
                                                perform all of its activities in                        in its analysis of, and reporting on, the               Department would be responsible for
                                                compliance with the Institute of Internal               quantity of risk within a certain Key                   maintaining an inventory of all business
                                                Auditors’ standards found in the                        Risk and whether the Key Risk is within                 processes and associated controls. OCC
                                                International Professional Practices                    appetite.                                               would also provide guides to assist staff
                                                Framework.                                                 A third assessment—the IT Risk                       in documenting their control activities
                                                   The ‘‘three lines of defense’’ model is              Assessment Program—would be                             in a consistent way and periodically
                                                designed to provide for a robust                        conducted by OCC’s Security Services                    conduct training on the importance of a
                                                governance structure that distinguishes                                                                         strong risk and control environment. In
sradovich on DSK3GMQ082PROD with NOTICES




                                                among the three lines involved in the                     13 Under the RMF, ‘‘Inherent Risk’’ would be          addition, on at least an annual basis, the
                                                effective and comprehensive                             defined as the absolute level of risk exposure posed    Compliance Department would be
                                                management of risk at OCC: (i) The                      by a process or activity prior to the application of    required to conduct training to assist
                                                functions that own and manage risks;                    controls or other risk-mitigating factors.              OCC staff in understanding their
                                                                                                          14 Under the RMF, ‘‘Residual Risk’’ would be
                                                (ii) the functions that oversee and                     defined as the level of risk exposure posed by a
                                                                                                                                                                respective responsibilities in
                                                provide guidance on the management of                   process or activity after the application of controls   implementing OCC’s risk and control
                                                risks; and (iii) and the functions that                 or other risk-mitigating factors.                       environment.


                                           VerDate Sep<11>2014   18:53 Dec 12, 2017   Jkt 244001   PO 00000   Frm 00078   Fmt 4703   Sfmt 4703   E:\FR\FM\13DEN1.SGM   13DEN1


                                                58666                    Federal Register / Vol. 82, No. 238 / Wednesday, December 13, 2017 / Notices

                                                II. Discussion and Commission                              By providing these clarifications and                  The RMF also describes OCC’s RAF
                                                Findings                                                adding transparency to OCC’s risk                      and use of Risk Appetite Statements and
                                                   Section 19(b)(2)(C) of the Act directs               management practices, the RMF is                       Risk Tolerances to help ensure that OCC
                                                the Commission to approve a proposed                    designed to help OCC be in a better                    sets appropriate levels and types of Key
                                                rule change of a self-regulatory                        position to identify, measure, monitor,                Risks that OCC is willing and able to
                                                organization if it finds that such                      and manage the various risks that may                  assume in accordance with the
                                                proposed rule change is consistent with                 arise in or be borne by OCC. By better                 performance of its critical role in the
                                                the requirements of the Act and the                     identifying, measuring, monitoring, and                financial markets. For example, the use
                                                rules and regulations thereunder                        managing the risks that may arise in or                of Risk Appetite Statements helps
                                                applicable to such organization.15 After                be borne by OCC, the RMF is designed                   ensure that OCC can carefully calibrate
                                                carefully considering the proposed rule                 to help reduce the possibility that OCC                the levels of risk it accepts for each Key
                                                change, the Commission finds that the                   fails in providing its critical operations             Risk in a manner consistent with OCC’s
                                                proposed rule change is consistent with                 and services to the financial markets. By              core mission of promoting financial
                                                the requirements of the Act and the                     better positioning OCC to continue its                 stability in the markets it serves. In
                                                rules and regulations thereunder                        critical operations and services, and                  addition, the use of Risk Tolerances
                                                applicable to OCC. More specifically,                   mitigating the risk of financial loss                  helps ensure that OCC sets acceptable
                                                the Commission finds that the proposal                  contagion caused by its failure, the RMF               levels of risk within specified sub-
                                                is consistent with Section 17A(b)(3)(F)                 is designed to promote the prompt and                  categories of Key Risks, and that also
                                                of the Act 16 and Rule 17Ad–22(e)(3)                    accurate clearance and settlement of                   may be used to set thresholds for
                                                under the Act.17                                        securities transactions and help assure                acceptable variability in risk levels and
                                                                                                        the safeguarding of securities and funds               to provide clear and transparent
                                                A. Consistency With Section                             which are in the custody or control of                 escalation triggers when the thresholds
                                                17A(b)(3)(F) of the Act                                 OCC, or for which OCC is responsible.                  are breached.
                                                   Section 17A(b)(3)(F) of the Act                      As a result, the Commission finds that                    Moreover, the Commission believes
                                                requires that the rules of a registered                 the proposed rule change, in general,                  the RMF would clarify the foundation of
                                                clearing agency be designed to do,                      protects investors and the public                      OCC’s risk management practices by
                                                among other things, the following: (1)                  interest. Accordingly, the Commission                  describing OCC’s enterprise-wide risk
                                                Promote the prompt and accurate                         believes that the proposed rule change                 management framework. This
                                                clearance and settlement of securities                  is consistent with Section 17A(b)(3)(F)                framework incorporates established
                                                transactions; (2) assure the safeguarding               of the Act.19                                          principles employed across the financial
                                                of securities and funds which are in the                                                                       services industry such as the ‘‘three
                                                                                                        B. Consistency With Rule 17Ad–22(e)(3)
                                                custody or control of the clearing agency                                                                      lines of defense’’ model for enterprise-
                                                                                                        of the Act
                                                or for which it is responsible; and (3) in                                                                     wide risk management to help ensure
                                                general protect investors and the public                   Rule 17Ad–22(e)(3) under the Act                    that OCC maintains and operates a
                                                interest.18                                             requires, in part, that a covered clearing             resilient, effective, and reliable risk
                                                   As described above, the RMF would                    agency ‘‘establish, implement, maintain                management and internal control
                                                address and clarify different ways OCC                  and enforce written policies and                       infrastructure that assures risk
                                                comprehensively manages Key Risks,                      procedures reasonably designed to . . .                management and processing outcomes
                                                which include legal, credit, liquidity,                 [m]aintain a sound risk management                     expected by OCC stakeholders. This
                                                operational, general business,                          framework for comprehensively                          framework also describes how OCC’s
                                                investment, custody, and other risks                    managing legal, credit, liquidity,                     second line of defense monitors the
                                                that arise in or are borne by OCC. For                  operational, general business,                         risks that arise in or are borne by OCC
                                                example, the RMF would describe OCCs                    investment, custody, and other risks                   through a variety of risk assessment, risk
                                                overall framework for comprehensive                     that arise in or are borne by the covered              reporting, and internal control
                                                risk management, including OCC’s                        clearing agency, which . . . [i]ncludes                management activities. Finally, the RMF
                                                framework to identify, measure,                         risk management policies, procedures,                  also states that the RMF and related
                                                monitor, and manage all risks faced by                  and systems designed to identify,                      documents are subject to annual board
                                                OCC in the provision of clearing,                       measure, monitor, and manage the range                 approval.
                                                settlement, and risk management                         of risks that arise in or are borne by the                For the above specified reasons, the
                                                services. The RMF would also establish                  covered clearing agency, that are subject              Commission therefore believes that the
                                                the context for OCC’s risk management                   to review on a specified periodic basis                proposed rule change: (i) Provides a
                                                framework, outline OCC’s risk                           and approved by the board of directors                 variety of risk assessment, risk
                                                management philosophy, describe                         annually . . .’’ 20                                    reporting, and internal control
                                                OCC’s Risk Appetite Framework and                          As described above, the RMF                         management activities; and (ii) provides
                                                use of Risk Tolerances, describe the                    describes OCC’s comprehensive                          for a sound, comprehensive framework
                                                governance arrangements that                            framework for identifying, measuring,                  for identifying, measuring, monitoring,
                                                implement risk management, outline                      monitoring, and managing the risks that                and managing the range of risks that
                                                OCC’s identification of Key Risks, and                  arise within OCC or are borne by it,                   arise in or are borne by OCC. The
                                                describe OCC’s program for enterprise-                  including legal, credit, liquidity,                    Commission therefore finds that these
                                                wide risk management, including the                     operational, general business,                         changes are consistent with the
                                                                                                        investment, and custody risk. For                      requirements of Rule 17Ad–22(e)(3).
sradovich on DSK3GMQ082PROD with NOTICES




                                                ‘‘three lines of defense’’ structure and
                                                OCC’s approach to risk monitoring,                      example, the RMF describes OCC’s                       III. Conclusion
                                                assessment, and reporting.                              framework for identifying its Key Risks
                                                                                                        and the relevant policies that OCC                       On the basis of the foregoing, the
                                                  15 15                                                 maintains to address those risks.                      Commission finds that the proposed
                                                        U.S.C. 78s(b)(2)(C).
                                                  16 15 U.S.C. 78q–1(b)(3)(F).                                                                                 change is consistent with the
                                                  17 17 CFR 240.17Ad–22(e)(3).                            19 15   U.S.C. 78q–1(b)(3)(F).                       requirements of the Act, and in
                                                  18 15 U.S.C. 78q–1(b)(3)(F).                            20 17   CFR 240.17Ad–22(e)(3).                       particular, with the requirements of


                                           VerDate Sep<11>2014   18:53 Dec 12, 2017   Jkt 244001   PO 00000   Frm 00079    Fmt 4703   Sfmt 4703   E:\FR\FM\13DEN1.SGM   13DEN1


                                                                         Federal Register / Vol. 82, No. 238 / Wednesday, December 13, 2017 / Notices                                                     58667

                                                Section 17A of the Act 21 and the rules                 II. Self-Regulatory Organization’s                    Proposal To Extend the Operation of the
                                                and regulations thereunder.                             Statement of the Purpose of, and                      Program
                                                  It is therefore ordered, pursuant to                  Statutory Basis for, the Proposed Rule                   The Exchange established the Retail
                                                Section 19(b)(2) of the Act,22 that the                 Change                                                Liquidity Program in an attempt to
                                                proposed rule change (SR–OCC–2017–                                                                            attract retail order flow to the Exchange
                                                005) be, and it hereby is, approved.                      In its filing with the Commission, the
                                                                                                                                                              by potentially providing price
                                                  For the Commission, by the Division                   self-regulatory organization included
                                                                                                                                                              improvement to such order flow. The
                                                of Trading and Markets, pursuant to                     statements concerning the purpose of,
                                                                                                                                                              Exchange believes that the Program
                                                delegated authority.23                                  and basis for, the proposed rule change
                                                                                                                                                              promotes competition for retail order
                                                                                                        and discussed any comments it received
                                                Eduardo A. Aleman,                                                                                            flow by allowing Exchange members to
                                                                                                        on the proposed rule change. The text                 submit RPIs to interact with Retail
                                                Assistant Secretary.                                    of those statements may be examined at
                                                [FR Doc. 2017–26822 Filed 12–12–17; 8:45 am]
                                                                                                                                                              Orders. Such competition has the ability
                                                                                                        the places specified in Item IV below.                to promote efficiency by facilitating the
                                                BILLING CODE 8011–01–P                                  The Exchange has prepared summaries,                  price discovery process and generating
                                                                                                        set forth in sections A, B, and C below,              additional investor interest in trading
                                                                                                        of the most significant parts of such                 securities, thereby promoting capital
                                                SECURITIES AND EXCHANGE                                 statements.
                                                COMMISSION                                                                                                    formation. The Exchange believes that
                                                                                                        A. Self-Regulatory Organization’s                     extending the pilot is appropriate
                                                                                                        Statement of the Purpose of, and the                  because it will allow the Exchange and
                                                [Release No. 34–82230; File No. SR–NYSE–
                                                                                                        Statutory Basis for, the Proposed Rule                the Commission additional time to
                                                2017–64]
                                                                                                        Change                                                analyze data regarding the Program that
                                                Self-Regulatory Organizations; New                                                                            the Exchange has committed to
                                                York Stock Exchange LLC; Notice of                      1. Purpose                                            provide.6 As such, the Exchange
                                                Filing and Immediate Effectiveness of                                                                         believes that it is appropriate to extend
                                                                                                          The purpose of this filing is to extend             the current operation of the Program.7
                                                Proposed Rule Change To Extend the                      the pilot period of the Retail Liquidity
                                                Pilot Period for the Exchange’s Retail                                                                        Through this filing, the Exchange seeks
                                                                                                        Program, currently scheduled to expire                to amend NYSE Rule 107C(m) and
                                                Liquidity Program Until June 30, 2018                   on December 31, 2017,4 until June 30,                 extend the current pilot period of the
                                                December 7, 2017.                                       2018.                                                 Program until June 30, 2018.
                                                   Pursuant to Section 19(b)(1) 1 of the                Background                                            2. Statutory Basis
                                                Securities Exchange Act of 1934
                                                (‘‘Act’’) 2 and Rule 19b–4 thereunder,3                    In July 2012, the Commission                          The proposed rule change is
                                                notice is hereby given that on November                 approved the Retail Liquidity Program                 consistent with Section 6(b) of the Act,8
                                                30, 2017, New York Stock Exchange                       on a pilot basis.5 The Program is                     in general, and furthers the objectives of
                                                LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with               designed to attract retail order flow to              Section 6(b)(5),9 in particular, in that it
                                                the Securities and Exchange                             the Exchange, and allows such order                   is designed to promote just and
                                                Commission (‘‘SEC’’ or ‘‘Commission’’)                  flow to receive potential price                       equitable principles of trade, to remove
                                                the proposed rule change as described                   improvement. The Program is currently                 impediments to and perfect the
                                                in Items I and II below, which Items                    limited to trades occurring at prices                 mechanism of a free and open market
                                                have been prepared by the Exchange.                     equal to or greater than $1.00 per share.             and a national market system, and, in
                                                The Commission is publishing this                       Under the Program, Retail Liquidity                   general, to protect investors and the
                                                notice to solicit comments on the                       Providers (‘‘RLPs’’) are able to provide              public interest. The Exchange believes
                                                proposed rule change from interested                    potential price improvement in the form               that extending the pilot period for the
                                                persons.                                                of a non-displayed order that is priced               Retail Liquidity Program is consistent
                                                                                                        better than the Exchange’s best                       with these principles because the
                                                I. Self-Regulatory Organization’s                                                                             Program is reasonably designed to
                                                Statement of the Terms of Substance of                  protected bid or offer (‘‘PBBO’’), called
                                                                                                        a Retail Price Improvement Order                      attract retail order flow to the exchange
                                                the Proposed Rule Change                                                                                      environment, while helping to ensure
                                                                                                        (‘‘RPI’’). When there is an RPI in a
                                                  The Exchange proposes to extend the                   particular security, the Exchange                     that retail investors benefit from the
                                                pilot period for the Exchange’s Retail                  disseminates an indicator, known as the               better price that liquidity providers are
                                                Liquidity Program (the ‘‘Retail Liquidity               Retail Liquidity Identifier, indicating               willing to give their orders.
                                                Program’’ or the ‘‘Program’’), which is                 that such interest exists. Retail Member              Additionally, as previously stated, the
                                                currently scheduled to expire on                                                                              competition promoted by the Program
                                                                                                        Organizations (‘‘RMOs’’) can submit a
                                                December 31, 2017, until June 30, 2018.                                                                       may facilitate the price discovery
                                                                                                        Retail Order to the Exchange, which
                                                The proposed rule change is available                                                                         process and potentially generate
                                                                                                        would interact, to the extent possible,
                                                on the Exchange’s website at                                                                                  additional investor interest in trading
                                                                                                        with available contra-side RPIs.
                                                www.nyse.com, at the principal office of                                                                      securities. The extension of the pilot
                                                the Exchange, and at the Commission’s                      The Retail Liquidity Program was
                                                Public Reference Room.                                  approved by the Commission on a pilot                   6 See  id. at 40681.
                                                                                                        basis. Pursuant to NYSE Rule 107C(m),                   7 Concurrently   with this filing, the Exchange has
                                                                                                        the pilot period for the Program is                   submitted a request for an extension of the
sradovich on DSK3GMQ082PROD with NOTICES




                                                  21 In approving this proposed rule change, the
                                                                                                                                                              exemption under Regulation NMS Rule 612
                                                Commission has considered the proposed rule’s           scheduled to end on December 31, 2017.                previously granted by the Commission that permits
                                                impact on efficiency, competition, and capital                                                                it to accept and rank the undisplayed RPIs. See
                                                formation. See 15 U.S.C. 78c(f).                           4 See Securities Exchange Act Release No. 80844    Letter from Martha Redding, Asst. Corporate
                                                  22 15 U.S.C. 78s(b)(2).
                                                                                                        (June 1, 2017), 82 FR 26562 (June 7, 2017) (SR–       Secretary, NYSE Group, Inc. to Brent J. Fields,
                                                  23 17 CFR 200.30–3(a)(12).
                                                                                                        NYSE–2017–26).                                        Secretary, Securities and Exchange Commission,
                                                  1 15 U.S.C. 78s(b)(1).                                   5 See Securities Exchange Act Release No. 67347    dated November 30, 2017.
                                                  2 15 U.S.C. 78a.                                                                                               8 15 U.S.C. 78f(b).
                                                                                                        (July 3, 2012), 77 FR 40673 (July 10, 2012) (‘‘RLP
                                                  3 17 CFR 240.19b–4.                                   Approval Order’’) (SR–NYSE–2011–55).                     9 15 U.S.C. 78f(b)(5).




                                           VerDate Sep<11>2014   18:53 Dec 12, 2017   Jkt 244001   PO 00000   Frm 00080   Fmt 4703   Sfmt 4703   E:\FR\FM\13DEN1.SGM    13DEN1



Document Created: 2017-12-13 01:23:53
Document Modified: 2017-12-13 01:23:53
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 Citation82 FR 58662 

2025 Federal Register | Disclaimer | Privacy Policy
USC | CFR | eCFR