83_FR_18188 83 FR 18108 - Self-Regulatory Organizations; ICE Clear Credit LLC; Order Approving Proposed Rule Change Relating to Amendments to the ICC Operational Risk Management Framework

83 FR 18108 - Self-Regulatory Organizations; ICE Clear Credit LLC; Order Approving Proposed Rule Change Relating to Amendments to the ICC Operational Risk Management Framework

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 80 (April 25, 2018)

Page Range18108-18110
FR Document2018-08617

Federal Register, Volume 83 Issue 80 (Wednesday, April 25, 2018)
[Federal Register Volume 83, Number 80 (Wednesday, April 25, 2018)]
[Notices]
[Pages 18108-18110]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-08617]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83071; File No. SR-ICC-2018-003]


Self-Regulatory Organizations; ICE Clear Credit LLC; Order 
Approving Proposed Rule Change Relating to Amendments to the ICC 
Operational Risk Management Framework

April 19, 2018.

I. Introduction

    On February 23, 2018, ICE Clear Credit LLC (``ICC'') filed with the 
Securities and Exchange Commission (``Commission''), pursuant to 
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''),\1\ 
and Rule 19b-4 thereunder,\2\ a proposed rule change to update the ICC 
Operational Risk Management Framework (``Framework''). The proposed 
rule change was published for comment in the Federal Register on March 
7, 2018.\3\ The Commission did not receive comments regarding the 
proposed rule change. For the reasons discussed below, the Commission 
is approving the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release No. 82798 (March 1, 2018), 
83 FR 9786 (March 7, 2018) (SR-ICC-2018-003) (``Notice'').
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II. Description of the Proposed Rule Change

    The Framework details ICC's program of operational risk assessment 
and oversight.\4\ The proposed rule change would modify the Framework 
to remove the role of the Operational Risk Manager (``ORM'') and assign 
several of its responsibilities to the ICE, Inc. Enterprise Risk 
Management Chief Risk Officer for North American Clearing Houses 
(``ERM'').\5\ The ORM was an ICC employee responsible for implementing 
the Framework across ICC, and reported directly to ICC's Chief 
Compliance Officer. The ERM, in contrast, is an ICE, Inc. employee and 
is responsible for the ICE, Inc. Enterprise Risk Management 
Department's (``ERM Department'') coverage of ICC,\6\ which provides 
the oversight and framework for identifying, assessing, managing, 
monitoring, and reporting on risk across the ICE, Inc. organization as 
a whole.\7\ Going forward, responsibility for overseeing the management 
of the Framework will rest with the ERM, in conjunction with the ICC 
Compliance Committee.\8\
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    \4\ Notice, 83 FR at 9787. Capitalized terms used herein but not 
otherwise defined have the meaning set forth in the ICE Clear Europe 
rulebook, which is available at https://www.theice.com/clear-europe/regulation#rulebook.
    \5\ Id.
    \6\ Id.
    \7\ Id.
    \8\ Id.
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    The proposed rule change would remove from the risk assessment 
process all references to the ORM and assign to the ERM the ORM's 
responsibilities under the identify, monitor, mitigate, and report 
components of the Operational Risk Lifecycle.\9\ Similarly, the 
proposed rule change would remove from the performance objective 
setting and monitoring process all references to the ORM and assign to 
ICC Systems Operations and the ERM the ORM's responsibilities under the 
mitigate and report components of the Operational Risk Lifecycle.\10\ 
The proposed rule change would eliminate the ORM's responsibilities 
related to business continuity planning (``BCP'') and disaster recovery 
(``DR'') from the ``Business Continuity Planning and Disaster 
Recovery'' risk focus area and reassign those responsibilities to ICC, 
the ICC BCP and DR Oversight Committee, and the ICC Compliance 
Committee.\11\ Finally, the proposed rule change would remove from the 
``New Products, Processes and Initiatives'' risk focus area reference 
to the ORM's role on the ICC New Initiative Approval Committee and note 
that the ERM conducts post-implementation reviews of new 
initiatives.\12\
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    \9\ Id. ICC's operational risk program is framed by an 
Operational Risk Lifecycle, the goal of which is to actively 
identify, assess, monitor, mitigate, and report on all plausible 
sources of operational risk. See Securities Exchange Act Release No. 
77769 (May 5, 2016), 81 FR 29312 (May 11, 2016) (SR-ICC-2016-003) 
(describing the Framework).
    \10\ Notice, 83 FR at 9787.
    \11\ Id.
    \12\ Id.
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    The proposed rule change would revise the ``Vendor Assessment'' 
risk focus area of the Framework to clarify that the ICC BCP and DR 
Oversight Committee will replace the ORM in performing the following 
functions: (1) Reviewing and recommending that the ICC Compliance 
Committee approve the inventory of critical vendors and (2) conducting 
a service provider risk assessment for each critical vendor.\13\ The 
proposed rule change would also add to the Framework procedures for the 
assessment process of critical vendors.\14\
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    \13\ Id.
    \14\ Id.
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    The proposed rule change would modify the ``ICE Information 
Security'' risk focus area of the Framework to refer to the ICE 
Information Security Department's overall governing document and to 
reflect changes to the membership of the Department's governance 
committee.\15\
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    \15\ Notice, 83 FR at 9787.
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    Finally, the proposed rule change would make clarifying edits to 
the Framework to reflect current practices and other non-material 
changes.\16\ For example, the proposed rule change would make minor 
grammatical and structural changes to the Framework and update the 
appendix to more clearly summarize and describe the regulatory 
requirements and industry guidance to which ICC is subject.\17\
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    \16\ Id.
    \17\ Id. at 9787-9788.

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[[Page 18109]]

III. 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.\18\ For the reasons given below, the Commission finds 
that the proposal is consistent with Section 17A(b)(3)(F) of the Act 
\19\ and Rules 17Ad-22(d)(4) and 17Ad-22(d)(8) thereunder.\20\
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    \18\ 15 U.S.C. 78s(b)(2)(C).
    \19\ 15 U.S.C. 78q-1(b)(3)(F).
    \20\ 17 CFR 240.17Ad-22(d)(4) and (8).
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A. Consistency With Section 17A(b)(3)(F) of the Act

    Section 17A(b)(3)(F) of the Act requires, among other things, that 
the rules of a registered clearing agency be designed to promote the 
prompt and accurate clearance and settlement of securities 
transactions, assure the safeguarding of securities and funds which are 
in the custody or control of the clearing agency or for which it is 
responsible and, in general, to protect investors and the public 
interest.\21\ Sound policies, practices, and procedures with respect to 
assessment and oversight of operational risk are an important component 
of a registered clearing agency's ability to comply with these 
requirements because disruptions to clearing agency operations can 
impair the prompt and accurate clearance and settlement of securities 
transactions, safeguarding of securities and funds, and protection of 
investors and the public interest.\22\
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    \21\ 15 U.S.C. 78q-1(b)(3)(F).
    \22\ See Clearing Agency Standards, Securities Exchange Act 
Release No. 68080 (Oct. 22, 2012), 77 FR 66220, 66249 (Nov. 2, 2012) 
(noting that efforts to ``address risks posed by potential 
operational deficiencies to a clearing agency and its participants'' 
support ``the requirement in Section 17A of the Exchange Act that a 
clearing agency must be so organized and have the capacity to be 
able to facilitate prompt and accurate clearance and settlement'').
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    The Commission believes the proposed rule change will enhance ICC's 
ability to control its operational risk, and consequently promote the 
prompt and accurate clearance and settlement of securities 
transactions, by ensuring that the Framework accurately reflects the 
current assignment of responsibilities among ICC and ICE, Inc. 
personnel. It also will add to the Framework procedures for the 
assessment of critical vendors, which will both increase ICC's ability 
to identify critical vendors and enable ICC to manage the risks posed 
by its critical vendors. Finally, by eliminating the ORM from, and 
incorporating the ERM Department into, the oversight process for the 
management of the Framework, the personnel overseeing the management of 
the Framework will no longer be limited to the ICC organization, but 
instead will have a broad view of how the Framework interacts with and 
is affected by the ICE, Inc. organization as a whole. This will, among 
other things, allow ICC to rely on the ERM Department in responding to 
broad risks that affect ICC as part of the larger ICE, Inc. 
organization while simultaneously focusing on operational risks unique 
to ICC.
    Taken together, the Commission believes these proposed changes will 
improve ICC's ability to assess and manage operational risks, including 
by identifying sources of operational risk and minimizing them through 
the development of appropriate systems, controls, and procedures, 
thereby enhancing ICC's ability to promote the prompt and accurate 
clearance and settlement of securities transactions, assure the 
safeguarding of securities and funds which are in the custody or 
control of ICC or for which it is responsible and, in general, protect 
investors and the public interest. Therefore, the Commission finds that 
the proposed rule change is designed to promote the prompt and accurate 
clearance and settlement of securities transactions, assure the 
safeguarding of securities and funds which are in the custody or 
control of ICC or for which it is responsible and, in general, protect 
investors and the public interest, consistent with Section 17A(b)(3)(F) 
of the Act.\23\
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    \23\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

B. Consistency With Rule 17Ad-22(d)(4)

    Rule 17Ad-22(d)(4) requires that a registered clearing agency that 
is not a covered clearing agency establish, implement, maintain and 
enforce written policies and procedures reasonably designed to identify 
sources of operational risk and minimize them through the development 
of appropriate systems, controls, and procedures.\24\ As discussed in 
detail above in Section III.A, the proposed rule change will make a 
number of enhancements to the Framework that, taken together, will 
improve ICC's ability to assess and manage operational risks, including 
by identifying sources of operational risk and minimizing them through 
the development of appropriate systems, controls, and procedures. 
Accordingly, the Commission finds that the proposed rule change is 
reasonably designed to identify sources of operational risk and 
minimize them through the development of appropriate systems, controls, 
and procedures, consistent with Rule 17Ad-22(d)(4).\25\
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    \24\ 17 CFR 240.17Ad-22(d)(4).
    \25\ 17 CFR 240.17Ad-22(d)(4).
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C. Consistency With Rule 17Ad-22(d)(8)

    Rule 17Ad-22(d)(8) requires that a registered clearing agency that 
is not a covered clearing agency establish, implement, maintain and 
enforce written policies and procedures reasonably designed to have 
governance arrangements that are clear and transparent to fulfill the 
public interest requirements in Section 17A of the Act \26\ applicable 
to clearing agencies, to support the objectives of owners and 
participants, and to promote the effectiveness of the clearing agency's 
risk management procedures.\27\ By updating the Framework so that it 
identifies and refers to appropriate personnel and accurately reflects 
the assignment of responsibilities among ICC and ICE, Inc. personnel, 
the proposed rule change will ensure that ICC's governance of the 
Framework is clear, transparent, and documented accurately. Therefore, 
the Commission finds that the proposed rule change establishes 
governance arrangements that are clear and transparent to fulfill the 
public interest requirements of Section 17A of the Act \28\ applicable 
to clearing agencies and the objectives of participants and to promote 
the effectiveness of the clearing agency's risk management procedures, 
consistent with Rule 17Ad-22(d)(8).\29\
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    \26\ 15 U.S.C. 78q-1.
    \27\ 17 CFR 240.17Ad-22(d)(8).
    \28\ 15 U.S.C. 78q-1.
    \29\ 17 CFR 240.17Ad-22(d)(8).
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IV. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposal is consistent with the requirements of the Act and in 
particular with the requirements of Section 17A of the Act \30\ and 
Rules 17Ad-22(d)(4) and (8) thereunder.\31\
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    \30\ 15 U.S.C. 78q-1.
    \31\ 17 CFR 240.17Ad-22(d)(4) and (8).
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    It is therefore ordered pursuant to Section 19(b)(2) of the Act 
\32\ that the proposed rule change (SR-ICC-2018-003) be, and hereby is, 
approved.\33\
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    \32\ 15 U.S.C. 78s(b)(2).
    \33\ In approving the proposed rule change, the Commission 
considered the proposal's impact on efficiency, competition, and 
capital formation. 15 U.S.C. 78c(f).


[[Page 18110]]


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    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\34\
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    \34\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-08617 Filed 4-24-18; 8:45 am]
 BILLING CODE 8011-01-P



                                                18108                           Federal Register / Vol. 83, No. 80 / Wednesday, April 25, 2018 / Notices

                                                subject line if email is used. To help the                (‘‘Commission’’), pursuant to Section                  the proposed rule change would remove
                                                Commission process and review your                        19(b)(1) of the Securities Exchange Act                from the performance objective setting
                                                comments more efficiently, please use                     of 1934 (‘‘Act’’),1 and Rule 19b–4                     and monitoring process all references to
                                                only one method. The Commission will                      thereunder,2 a proposed rule change to                 the ORM and assign to ICC Systems
                                                post all comments on the Commission’s                     update the ICC Operational Risk                        Operations and the ERM the ORM’s
                                                internet website (http://www.sec.gov/                     Management Framework                                   responsibilities under the mitigate and
                                                rules/sro.shtml). Copies of the                           (‘‘Framework’’). The proposed rule                     report components of the Operational
                                                submission, all subsequent                                change was published for comment in                    Risk Lifecycle.10 The proposed rule
                                                amendments, all written statements                        the Federal Register on March 7, 2018.3                change would eliminate the ORM’s
                                                with respect to the proposed rule                         The Commission did not receive                         responsibilities related to business
                                                change that are filed with the                            comments regarding the proposed rule                   continuity planning (‘‘BCP’’) and
                                                Commission, and all written                               change. For the reasons discussed                      disaster recovery (‘‘DR’’) from the
                                                communications relating to the                            below, the Commission is approving the                 ‘‘Business Continuity Planning and
                                                proposed rule change between the                          proposed rule change.                                  Disaster Recovery’’ risk focus area and
                                                Commission and any person, other than                                                                            reassign those responsibilities to ICC,
                                                                                                          II. Description of the Proposed Rule
                                                those that may be withheld from the                                                                              the ICC BCP and DR Oversight
                                                                                                          Change
                                                public in accordance with the                                                                                    Committee, and the ICC Compliance
                                                provisions of 5 U.S.C. 552, will be                          The Framework details ICC’s program                 Committee.11 Finally, the proposed rule
                                                available for website viewing and                         of operational risk assessment and                     change would remove from the ‘‘New
                                                printing in the Commission’s Public                       oversight.4 The proposed rule change                   Products, Processes and Initiatives’’ risk
                                                Reference Section, 100 F Street NE,                       would modify the Framework to remove                   focus area reference to the ORM’s role
                                                Washington, DC 20549, on official                         the role of the Operational Risk Manager               on the ICC New Initiative Approval
                                                business days between the hours of                        (‘‘ORM’’) and assign several of its                    Committee and note that the ERM
                                                10:00 a.m. and 3:00 p.m. Copies of such                   responsibilities to the ICE, Inc.                      conducts post-implementation reviews
                                                filings will also be available for                        Enterprise Risk Management Chief Risk                  of new initiatives.12
                                                inspection and copying at the principal                   Officer for North American Clearing
                                                                                                          Houses (‘‘ERM’’).5 The ORM was an ICC                     The proposed rule change would
                                                office of ICE Clear Europe and on ICE
                                                                                                          employee responsible for implementing                  revise the ‘‘Vendor Assessment’’ risk
                                                Clear Europe’s website at https://
                                                                                                          the Framework across ICC, and reported                 focus area of the Framework to clarify
                                                www.theice.com/notices/Notices.shtml?
                                                regulatoryFilings.                                        directly to ICC’s Chief Compliance                     that the ICC BCP and DR Oversight
                                                   All comments received will be posted                   Officer. The ERM, in contrast, is an ICE,              Committee will replace the ORM in
                                                without change. Persons submitting                        Inc. employee and is responsible for the               performing the following functions: (1)
                                                comments are cautioned that we do not                     ICE, Inc. Enterprise Risk Management                   Reviewing and recommending that the
                                                redact or edit personal identifying                       Department’s (‘‘ERM Department’’)                      ICC Compliance Committee approve the
                                                information from comment submissions.                     coverage of ICC,6 which provides the                   inventory of critical vendors and (2)
                                                You should submit only information                        oversight and framework for identifying,               conducting a service provider risk
                                                that you wish to make available                           assessing, managing, monitoring, and                   assessment for each critical vendor.13
                                                publicly. All submissions should refer                    reporting on risk across the ICE, Inc.                 The proposed rule change would also
                                                to File Number SR–ICEEU–2018–006                          organization as a whole.7 Going                        add to the Framework procedures for
                                                and should be submitted on or before                      forward, responsibility for overseeing                 the assessment process of critical
                                                May 16, 2018.                                             the management of the Framework will                   vendors.14
                                                  For the Commission, by the Division of                  rest with the ERM, in conjunction with                    The proposed rule change would
                                                Trading and Markets, pursuant to delegated                the ICC Compliance Committee.8                         modify the ‘‘ICE Information Security’’
                                                authority.6                                                  The proposed rule change would                      risk focus area of the Framework to refer
                                                Eduardo A. Aleman,                                        remove from the risk assessment process                to the ICE Information Security
                                                Assistant Secretary.                                      all references to the ORM and assign to                Department’s overall governing
                                                [FR Doc. 2018–08618 Filed 4–24–18; 8:45 am]
                                                                                                          the ERM the ORM’s responsibilities                     document and to reflect changes to the
                                                                                                          under the identify, monitor, mitigate,                 membership of the Department’s
                                                BILLING CODE 8011–01–P
                                                                                                          and report components of the                           governance committee.15
                                                                                                          Operational Risk Lifecycle.9 Similarly,                   Finally, the proposed rule change
                                                SECURITIES AND EXCHANGE                                     1 15
                                                                                                                                                                 would make clarifying edits to the
                                                                                                                   U.S.C. 78s(b)(1).
                                                COMMISSION                                                  2 17
                                                                                                                                                                 Framework to reflect current practices
                                                                                                                   CFR 240.19b–4.
                                                [Release No. 34–83071; File No. SR–ICC–                      3 Securities Exchange Act Release No. 82798         and other non-material changes.16 For
                                                2018–003]                                                 (March 1, 2018), 83 FR 9786 (March 7, 2018) (SR–       example, the proposed rule change
                                                                                                          ICC–2018–003) (‘‘Notice’’).                            would make minor grammatical and
                                                Self-Regulatory Organizations; ICE                           4 Notice, 83 FR at 9787. Capitalized terms used
                                                                                                                                                                 structural changes to the Framework
                                                                                                          herein but not otherwise defined have the meaning      and update the appendix to more clearly
                                                Clear Credit LLC; Order Approving                         set forth in the ICE Clear Europe rulebook, which
                                                Proposed Rule Change Relating to                          is available at https://www.theice.com/clear-europe/   summarize and describe the regulatory
                                                Amendments to the ICC Operational                         regulation#rulebook.                                   requirements and industry guidance to
                                                Risk Management Framework                                    5 Id.                                               which ICC is subject.17
                                                                                                             6 Id.
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                                                April 19, 2018.                                              7 Id.
                                                                                                                                                                  10 Notice,   83 FR at 9787.
                                                                                                             8 Id.
                                                I. Introduction                                              9 Id. ICC’s operational risk program is framed by
                                                                                                                                                                  11 Id.
                                                                                                                                                                  12 Id.
                                                   On February 23, 2018, ICE Clear                        an Operational Risk Lifecycle, the goal of which is     13 Id.
                                                Credit LLC (‘‘ICC’’) filed with the                       to actively identify, assess, monitor, mitigate, and    14 Id.
                                                                                                          report on all plausible sources of operational risk.
                                                Securities and Exchange Commission                        See Securities Exchange Act Release No. 77769
                                                                                                                                                                  15 Notice,   83 FR at 9787.
                                                                                                                                                                  16 Id.
                                                                                                          (May 5, 2016), 81 FR 29312 (May 11, 2016) (SR–
                                                  6 17   CFR 200.30–3(a)(12).                             ICC–2016–003) (describing the Framework).               17 Id.   at 9787–9788.



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                                                                             Federal Register / Vol. 83, No. 80 / Wednesday, April 25, 2018 / Notices                                                    18109

                                                III. Discussion and Commission                          vendors. Finally, by eliminating the                  rule change is reasonably designed to
                                                Findings                                                ORM from, and incorporating the ERM                   identify sources of operational risk and
                                                   Section 19(b)(2)(C) of the Act directs               Department into, the oversight process                minimize them through the
                                                the Commission to approve a proposed                    for the management of the Framework,                  development of appropriate systems,
                                                rule change of a self-regulatory                        the personnel overseeing the                          controls, and procedures, consistent
                                                organization if it finds that such                      management of the Framework will no                   with Rule 17Ad–22(d)(4).25
                                                proposed rule change is consistent with                 longer be limited to the ICC
                                                                                                        organization, but instead will have a                 C. Consistency With Rule 17Ad–22(d)(8)
                                                the requirements of the Act and the
                                                rules and regulations thereunder                        broad view of how the Framework
                                                                                                        interacts with and is affected by the ICE,               Rule 17Ad–22(d)(8) requires that a
                                                applicable to such organization.18 For                                                                        registered clearing agency that is not a
                                                the reasons given below, the                            Inc. organization as a whole. This will,
                                                                                                        among other things, allow ICC to rely on              covered clearing agency establish,
                                                Commission finds that the proposal is                                                                         implement, maintain and enforce
                                                consistent with Section 17A(b)(3)(F) of                 the ERM Department in responding to
                                                                                                        broad risks that affect ICC as part of the            written policies and procedures
                                                the Act 19 and Rules 17Ad–22(d)(4) and
                                                                                                        larger ICE, Inc. organization while                   reasonably designed to have governance
                                                17Ad–22(d)(8) thereunder.20
                                                                                                        simultaneously focusing on operational                arrangements that are clear and
                                                A. Consistency With Section                             risks unique to ICC.                                  transparent to fulfill the public interest
                                                17A(b)(3)(F) of the Act                                    Taken together, the Commission                     requirements in Section 17A of the
                                                   Section 17A(b)(3)(F) of the Act                      believes these proposed changes will                  Act 26 applicable to clearing agencies, to
                                                requires, among other things, that the                  improve ICC’s ability to assess and                   support the objectives of owners and
                                                rules of a registered clearing agency be                manage operational risks, including by                participants, and to promote the
                                                designed to promote the prompt and                      identifying sources of operational risk               effectiveness of the clearing agency’s
                                                accurate clearance and settlement of                    and minimizing them through the                       risk management procedures.27 By
                                                securities transactions, assure the                     development of appropriate systems,                   updating the Framework so that it
                                                safeguarding of securities and funds                    controls, and procedures, thereby                     identifies and refers to appropriate
                                                which are in the custody or control of                  enhancing ICC’s ability to promote the
                                                                                                                                                              personnel and accurately reflects the
                                                the clearing agency or for which it is                  prompt and accurate clearance and
                                                                                                                                                              assignment of responsibilities among
                                                responsible and, in general, to protect                 settlement of securities transactions,
                                                                                                                                                              ICC and ICE, Inc. personnel, the
                                                investors and the public interest.21                    assure the safeguarding of securities and
                                                                                                        funds which are in the custody or                     proposed rule change will ensure that
                                                Sound policies, practices, and                                                                                ICC’s governance of the Framework is
                                                procedures with respect to assessment                   control of ICC or for which it is
                                                                                                        responsible and, in general, protect                  clear, transparent, and documented
                                                and oversight of operational risk are an
                                                                                                        investors and the public interest.                    accurately. Therefore, the Commission
                                                important component of a registered
                                                                                                        Therefore, the Commission finds that                  finds that the proposed rule change
                                                clearing agency’s ability to comply with
                                                                                                        the proposed rule change is designed to               establishes governance arrangements
                                                these requirements because disruptions
                                                to clearing agency operations can impair                promote the prompt and accurate                       that are clear and transparent to fulfill
                                                the prompt and accurate clearance and                   clearance and settlement of securities                the public interest requirements of
                                                settlement of securities transactions,                  transactions, assure the safeguarding of              Section 17A of the Act 28 applicable to
                                                safeguarding of securities and funds,                   securities and funds which are in the                 clearing agencies and the objectives of
                                                and protection of investors and the                     custody or control of ICC or for which                participants and to promote the
                                                public interest.22                                      it is responsible and, in general, protect            effectiveness of the clearing agency’s
                                                   The Commission believes the                          investors and the public interest,                    risk management procedures, consistent
                                                proposed rule change will enhance                       consistent with Section 17A(b)(3)(F) of               with Rule 17Ad–22(d)(8).29
                                                ICC’s ability to control its operational                the Act.23
                                                                                                                                                              IV. Conclusion
                                                risk, and consequently promote the                      B. Consistency With Rule 17Ad–22(d)(4)
                                                prompt and accurate clearance and                                                                               On the basis of the foregoing, the
                                                settlement of securities transactions, by                  Rule 17Ad–22(d)(4) requires that a
                                                                                                        registered clearing agency that is not a              Commission finds that the proposal is
                                                ensuring that the Framework accurately                                                                        consistent with the requirements of the
                                                reflects the current assignment of                      covered clearing agency establish,
                                                                                                        implement, maintain and enforce                       Act and in particular with the
                                                responsibilities among ICC and ICE, Inc.                                                                      requirements of Section 17A of the
                                                personnel. It also will add to the                      written policies and procedures
                                                                                                        reasonably designed to identify sources               Act 30 and Rules 17Ad–22(d)(4) and (8)
                                                Framework procedures for the
                                                                                                        of operational risk and minimize them                 thereunder.31
                                                assessment of critical vendors, which
                                                will both increase ICC’s ability to                     through the development of appropriate                  It is therefore ordered pursuant to
                                                identify critical vendors and enable ICC                systems, controls, and procedures.24 As               Section 19(b)(2) of the Act 32 that the
                                                to manage the risks posed by its critical               discussed in detail above in Section                  proposed rule change (SR–ICC–2018–
                                                                                                        III.A, the proposed rule change will                  003) be, and hereby is, approved.33
                                                  18 15 U.S.C. 78s(b)(2)(C).                            make a number of enhancements to the
                                                  19 15 U.S.C. 78q–1(b)(3)(F).                          Framework that, taken together, will                    25 17  CFR 240.17Ad–22(d)(4).
                                                  20 17 CFR 240.17Ad–22(d)(4) and (8).
                                                                                                        improve ICC’s ability to assess and                     26 15  U.S.C. 78q–1.
                                                  21 15 U.S.C. 78q–1(b)(3)(F).
                                                                                                        manage operational risks, including by                   27 17 CFR 240.17Ad–22(d)(8).
                                                  22 See Clearing Agency Standards, Securities
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                                                                                                        identifying sources of operational risk                  28 15 U.S.C. 78q–1.
                                                Exchange Act Release No. 68080 (Oct. 22, 2012), 77                                                               29 17 CFR 240.17Ad–22(d)(8).
                                                FR 66220, 66249 (Nov. 2, 2012) (noting that efforts     and minimizing them through the
                                                                                                                                                                 30 15 U.S.C. 78q–1.
                                                to ‘‘address risks posed by potential operational       development of appropriate systems,
                                                                                                                                                                 31 17 CFR 240.17Ad–22(d)(4) and (8).
                                                deficiencies to a clearing agency and its               controls, and procedures. Accordingly,                   32 15 U.S.C. 78s(b)(2).
                                                participants’’ support ‘‘the requirement in Section
                                                17A of the Exchange Act that a clearing agency
                                                                                                        the Commission finds that the proposed                   33 In approving the proposed rule change, the

                                                must be so organized and have the capacity to be                                                              Commission considered the proposal’s impact on
                                                                                                          23 15   U.S.C. 78q–1(b)(3)(F).
                                                able to facilitate prompt and accurate clearance and                                                          efficiency, competition, and capital formation. 15
                                                settlement’’).                                            24 17   CFR 240.17Ad–22(d)(4).                      U.S.C. 78c(f).



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                                                18110                          Federal Register / Vol. 83, No. 80 / Wednesday, April 25, 2018 / Notices

                                                  For the Commission, by the Division of                 the most significant aspects of such                          word ‘‘Exchange’’ for BX in various
                                                Trading and Markets, pursuant to delegated               statements.                                                   places will provide the Exchange
                                                authority.34                                                                                                           flexibility to determine the most
                                                Eduardo A. Aleman,                                       A. Self-Regulatory Organization’s
                                                                                                                                                                       appropriate department or individual
                                                Assistant Secretary.
                                                                                                         Statement of the Purpose of, and
                                                                                                         Statutory Basis for, the Proposed Rule                        within the Exchange to oversee the
                                                [FR Doc. 2018–08617 Filed 4–24–18; 8:45 am]
                                                                                                         Change                                                        particular rule, and will also facilitate
                                                BILLING CODE 8011–01–P                                                                                                 the incorporation by reference of the
                                                                                                         1. Purpose                                                    amended rule into the rules of BX’s
                                                                                                            The Exchange proposes to correct                           affiliated exchanges in the future.4
                                                SECURITIES AND EXCHANGE                                  Chapter VIII, Exercises and Deliveries,
                                                COMMISSION                                                                                                             2. Statutory Basis
                                                                                                         Section 1, Exercise of Options Contracts,
                                                                                                         to clarify the requirements for delivery                         The Exchange believes that its
                                                [Release No. 34–83064; File No. SR–BX–                   of a Contrary Exercise Advice. Section                        proposal is consistent with Section 6(b)
                                                2018–014]                                                1(b) currently provides that option                           of the Act,5 in general, and furthers the
                                                                                                         holders desiring to exercise or not                           objectives of Section 6(b)(5) of the Act,6
                                                Self-Regulatory Organizations; Nasdaq                    exercise expiring options must either (i)                     in particular, in that it is designed to
                                                BX, Inc.; Notice of Filing and                           take no action and allow exercise                             promote just and equitable principles of
                                                Immediate Effectiveness of Proposed                      determinations to be made in                                  trade, to remove impediments to and
                                                Rule Change Clarify the Requirements                     accordance with the Options Clearing                          perfect the mechanism of a free and
                                                for Delivery of a Contrary Exercise                      Corporation’s Ex-by- Ex procedure                             open market and a national market
                                                Advice                                                   where applicable, or (ii) submit a                            system, and, in general to protect
                                                April 19, 2018.                                          ‘‘Contrary Exercise Advice’’ to the                           investors and the public interest, by
                                                   Pursuant to Section 19(b)(1) of the                   Options Clearing Corporation through                          identifying the correct entity to which
                                                Securities Exchange Act of 1934                          the participant’s clearing firm. In actual                    option holders must deliver Contrary
                                                (‘‘Act’’),1 and Rule 19b–4 thereunder,2                  practice, however, an option holder                           Exercise Advices and by substituting the
                                                notice is hereby given that on April 9,                  delivers a Contrary Exchange Advice to                        word ‘‘Exchange’’ for BX in various
                                                2018, Nasdaq BX, Inc. (‘‘BX’’ or                         the Exchange, not to the Options                              places which will enable the amended
                                                                                                         Clearing Corporation. The Exchange                            rule to be incorporated by reference into
                                                ‘‘Exchange’’) filed with the Securities
                                                                                                         therefore proposes to replace the words                       rules of affiliated exchanges in the
                                                and Exchange Commission
                                                                                                         ‘‘Options Clearing Corporation through                        future, which should enhance the
                                                (‘‘Commission’’) the proposed rule
                                                                                                         the participants clearing firm’’ in                           ability of members of BX and affiliated
                                                change as described in Items I, II, and
                                                                                                         Section 1(b)(ii) with a reference to the                      exchanges to understand and comply
                                                III below, which Items have been
                                                                                                         Exchange and make similar, conforming                         with a uniform set of rules across the
                                                prepared by the Exchange. The
                                                                                                         changes to Section 1(e)(i). As amended,                       exchanges.
                                                Commission is publishing this notice to
                                                                                                         Section 1(b) would be consistent with
                                                solicit comments on the proposed rule                                                                                  B. Self-Regulatory Organization’s
                                                                                                         Nasdaq ISE Rule 1100(b) which directs
                                                change from interested persons.                                                                                        Statement on Burden on Competition
                                                                                                         option holders to submit Contrary
                                                I. Self-Regulatory Organization’s                        Exercise Advices to the Exchange (not to
                                                                                                                                                                         The Exchange does not believe that
                                                Statement of the Terms of Substance of                   the Options Clearing Corporation).
                                                                                                                                                                       the proposed rule change will impose
                                                the Proposed Rule Change                                    The Exchange proposes to further
                                                                                                         replace the words ‘‘by the deadline                           any burden on competition not
                                                   The Exchange proposes to amend the                    specified in paragraph (d) below’’ with                       necessary or appropriate in furtherance
                                                rules of the Exchange, at Chapter VIII,                  the words ‘‘as specified in paragraph (d)                     of the purposes of the Act. The
                                                Exercises and Deliveries.                                below’’ given that paragraph (d)                              proposed rule changes will apply
                                                   The text of the proposed rule change                  contains a number of requirements                             equally to all option holders desiring to
                                                is available on the Exchange’s website at                associated with submission of Contrary                        exercise options under the BX rules.
                                                http://nasdaqbx.cchwallstreet.com/, at                   Exercise Advices in addition to the                           Further, the proposed changes merely
                                                the principal office of the Exchange, and                deadline. As revised, Section (b)(ii)                         correct an incorrect reference to OCC
                                                at the Commission’s Public Reference                     tracks the language of ISE Rule                               and conform the wording of the rule
                                                Room.                                                    1100(b)(ii) which permits an options                          more closely to that of a Nasdaq ISE rule
                                                                                                         holder desiring to exercise or not                            for the sake of administrative
                                                II. Self-Regulatory Organization’s
                                                                                                         exercise expiring options to ‘‘submit a                       convenience. The Exchange does not
                                                Statement of the Purpose of, and
                                                Statutory Basis for, the Proposed Rule                   ‘‘Contrary Exercise Advice’’ to the
                                                                                                         Exchange as specified in paragraph (d)                        in Section 2(a) and (b), of Chapter VIII. The
                                                Change                                                                                                                 Exchange notes that Chapter 11, Exercises and
                                                                                                         . . . .’’ (which, like the counterpart BX                     Deliveries, of the ISE Rulebook likewise uses the
                                                  In its filing with the Commission, the                 paragraph (d) rule, specifies various                         generic term ‘‘the Exchange’’ throughout that
                                                Exchange included statements                             requirements associated with submitting                       chapter.
                                                concerning the purpose of and basis for                  Contrary Exercise Advices).                                      4 Recently, the Exchange added a shell structure
                                                the proposed rule change and discussed                      Finally, the Exchange proposes to                          to its Rulebook with the purpose of improving
                                                any comments it received on the                          make a number of minor nonsubstantive                         efficiency and readability and to align its rules
                                                proposed rule change. The text of these                                                                                closer to those of its five sister exchanges, Nasdaq
                                                                                                         revisions to Chapter VIII which are                           Stock Market LLC; Nasdaq PHLX LLC; Nasdaq ISE,
sradovich on DSK3GMQ082PROD with NOTICES




                                                statements may be examined at the                        designed simply to facilitate                                 LLC; Nasdaq GEMX, LLC; and Nasdaq MRX, LLC
                                                places specified in Item IV below. The                   administration of the rules. References                       (‘‘Affiliated Exchanges’’). See Securities Exchange
                                                Exchange has prepared summaries, set                     to ‘‘BX’’ and to ‘‘BX Regulation’’ are                        Act Release No. 82174 (November 29, 2017), 82 FR
                                                forth in sections A, B, and C below, of                                                                                57492 (December 5, 2017) (SR–BX–2017–054). The
                                                                                                         proposed to be replaced with references                       changes proposed herein are being made in
                                                                                                         to ‘‘the Exchange.’’ 3 Substituting the                       connection with that effort, to align the BX rules
                                                  34 17 CFR 200.30–3(a)(12).                                                                                           with those of the Affiliated Exchanges more closely.
                                                  1 15 U.S.C. 78s(b)(1).                                   3 The changes are proposed to be made in Section               5 15 U.S.C. 78f(b).
                                                  2 17 CFR 240.19b–4.                                    1(b), (d), (e), (f), (g), (h), (i), (k) and (l), as well as      6 15 U.S.C. 78f(b)(5).




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Document Created: 2018-11-02 08:16:44
Document Modified: 2018-11-02 08:16:44
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 Citation83 FR 18108 

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