83_FR_6685 83 FR 6654 - Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing of Proposed Rule Change To Amend the By-Laws and Make Other Changes

83 FR 6654 - Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing of Proposed Rule Change To Amend the By-Laws and Make Other Changes

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 31 (February 14, 2018)

Page Range6654-6660
FR Document2018-02985

Federal Register, Volume 83 Issue 31 (Wednesday, February 14, 2018)
[Federal Register Volume 83, Number 31 (Wednesday, February 14, 2018)]
[Notices]
[Pages 6654-6660]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-02985]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82672; File No. SR-FICC-2018-002]


Self-Regulatory Organizations; Fixed Income Clearing Corporation; 
Notice of Filing of Proposed Rule Change To Amend the By-Laws and Make 
Other Changes

February 8, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on February 2, 2018, Fixed Income Clearing Corporation (``FICC'') filed 
with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II and III below, which 
Items have been prepared by the clearing agency. The Commission is 
publishing this notice to solicit comments on the proposed rule change 
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The proposed rule change would amend the FICC By-Laws (``By-Laws'') 
to (i) revise titles or offices and the powers and duties of the Board 
of Directors (``Board'') and certain designated officers of FICC, (ii) 
revise the section describing compensation of officers, and (iii) make 
certain technical changes and corrections.\3\ The GSD Rules and the 
MBSD Rules would also be amended to incorporate by reference the By-
Laws and the Restated Certificate of Incorporation.\4\
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    \3\ The By-Laws and the Restated Certificate of Incorporation 
would each be incorporated by reference into the FICC Government 
Securities Division Rulebook (``GSD Rules'') and the FICC Mortgage-
Backed Securities Division Rulebook (``MBSD Rules'').
    \4\ The GSD Rules and the MBSD Rules are available at http://www.dtcc.com/legal/rules-and-procedures. The By-Laws and the 
Restated Certificate of Incorporation would be available at http://www.dtcc.com/legal/rules-and-procedures.
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

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

(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

1. Purpose
    In FICC's review of the By-Laws, FICC has identified and is 
proposing the following changes to the By-Laws: (i) Revising certain 
Board and designated officer titles or offices and updating the related 
powers and duties, (ii) revising the section describing the 
compensation of officers and (iii) making certain technical changes and 
corrections. Specifically, regarding the proposed changes to the Board 
and designated officer titles or offices and updating the related 
powers and duties, FICC is proposing to: (1) Change the title of 
Chairman of the Board to Non-Executive Chairman of the Board and update 
the related powers and duties associated with that role due to 
personnel changes in FICC's management, (2) add the office of the Chief 
Executive Officer (``CEO''), combine the office of the President and 
the office of the Chief Executive Officer into one office (President 
and Chief Executive Officer) and update the related powers and duties 
to reflect that the two positions are now combined and are held by one 
individual, (3) add the office of the Chief Financial Officer (``CFO'') 
and delete the office of the Comptroller, (4) delete the office of the 
Chief Operating Officer (``COO''), (5) change the title of Vice 
President to Executive Director and update the related powers and 
duties, and (6) make other changes related to certain powers and duties 
of the Board and various officers, including Managing Directors, the 
Vice Chairman of the Corporation, the Treasurer and the Assistant 
Treasurer, as described in greater detail below. FICC is proposing to 
make these changes to the By-Laws so that the By-Laws remain consistent 
and accurate and FICC's governance documents accurately reflect its 
management and organizational structure and the responsibilities within 
the purview of certain roles. FICC believes these changes would 
facilitate the efficient governance and operation of FICC.
    The GSD Rules and MBSD Rules would also be amended to incorporate 
by reference the Restated Certificate of Incorporation and the By-Laws, 
as further described below. The current Certificate of Incorporation 
would be restated to streamline this document, which FICC believes 
would enhance clarity and transparency. The following describes the 
proposed changes to the By-Laws, the Certificate of Incorporation, the 
GSD Rules, and the MBSD Rules.

Proposed Changes to the By-Laws \5\
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    \5\ FICC last submitted a rule filing regarding changes to the 
By-Laws in 2006. See Securities Exchange Act Release No. 54173 (July 
19, 2006), 71 FR 42890 (July 28, 2006) (SR-DTC-2006-10, SR-FICC-
2006-09, and SR-NSCC-2006-08).
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A. Changes to Certain FICC Board and Designated Officer Titles or 
Offices and Updates to the Related Powers and Duties

    FICC proposes to revise the titles or offices and update the 
related powers and duties of various designated officers and the Board, 
as further described below.
1. Change the Title of Chairman of the Board to Non-Executive Chairman 
of the Board; Update the Powers and Duties of the Non-Executive 
Chairman of the Board
    FICC proposes to replace the title of Chairman of the Board with 
the title Non-Executive Chairman of the Board (``Non-Executive Chairman 
of the Board''). This change in title reflects that this position is 
now held by an individual who is not part of FICC's management (i.e., a 
non-executive). In 2016, FICC made personnel changes. As part of these 
personnel changes, the individual who was serving as Chairman of the 
Board and who was part of FICC's management at that time became a non-
executive. FICC believed that it would be beneficial and desirable

[[Page 6655]]

to continue to have this individual serve as chairman of the Board even 
though he is no longer part of FICC's management. Therefore, FICC 
proposes to change the title of this position in the By-Laws to Non-
Executive Chairman of the Board to reflect that this position is held 
by a non-executive. FICC believes this proposed change would accurately 
reflect this organizational change. Furthermore, FICC proposes to 
revise the By-Laws to enumerate the powers and duties of the Non-
Executive Chairman of the Board. To implement this proposed change, 
FICC would revise the By-Laws as described below.
    Certain references to either Chairman or Chairman of the Board 
would be revised to Non-Executive Chairman of the Board in the sections 
of the By-Laws that would continue to apply to the Non-Executive 
Chairman of the Board. Specifically, the following changes would be 
made:
    a. In current Section 1.2 (Special Meetings), the references to 
Chairman would be revised to Non-Executive Chairman of the Board by 
adding the word ``Non-Executive'' before the second reference to 
Chairman in the first sentence and the phrase ``of the Board'' after 
such reference. In addition, the phrase ``by the Chairman'' in the 
first sentence of current Section 1.2 (Special Meetings) would be 
deleted because it would be repetitive to the language that is 
currently included later in this section.
    b. In current Section 1.8 (Presiding Officer and Secretary), 
current Section 2.6 (Meetings), and current Section 5.1 (Certificates 
for Shares), the word ``Non-Executive'' would be added before each 
reference to the Chairman of the Board.
    Certain references to Chairman of the Board in the By-Laws would be 
deleted because such references are in the sections of the By-Laws that 
only apply to members of FICC management. Because the Non-Executive 
Chairman of the Board would not be a management position, such sections 
of the By-Laws would no longer be applicable. Specifically, the 
following changes would be made:
    a. In current Section 3.1 (General Provisions), Chairman of the 
Board would be removed from the list of designated officers of FICC.
    b. In current Section 3.12 (Compensation of Officers), the 
references to the Chairman of the Board would also be deleted because 
the Non-Executive Chairman of the Board does not receive compensation 
and because, as further described below, this section would be revised 
to only address the setting of compensation for the President.
    Current Section 3.2 (Powers and Duties of the Chairman of the 
Board) would be deleted and replaced by proposed Section 2.8 (Non-
Executive Chairman of the Board). Specifically, the following changes 
would be made:
    a. Certain powers and duties prescribed to the Chairman of the 
Board in current Section 3.2 (Powers and Duties of the Chairman of the 
Board) would remain with the Non-Executive Chairman of the Board. Such 
powers and duties include (i) presiding over the meetings of the 
stockholders and of the Board at which he is present and (ii) such 
other powers and duties as the Board may designate. This would be set 
forth in proposed Section 2.8 (Non-Executive Chairman of the Board). 
Furthermore, as is similarly stated in current Section 3.2 (Powers and 
Duties of the Chairman of the Board), proposed Section 2.8 (Non-
Executive Chairman of the Board) would also state that the 
``performance of any such duty by the Non-Executive Chairman of the 
Board shall be conclusive evidence of his power to act.''
    b. FICC would also expressly include in proposed Section 2.8 (Non-
Executive Chairman of the Board) that the Non-Executive Chairman of the 
Board has general supervision over the Board and its activities and 
would provide overall leadership to the Board. Consistent with his 
authority to supervise and lead the Board, FICC proposes to assign the 
responsibility for carrying out the policies of the Board of Directors 
to the Non-Executive Chairman of the Board rather than the President 
(as is provided in current Section 3.3 (Powers and Duties of the 
President)). Furthermore, in current Section 3.6 (Powers and Duties of 
the Secretary), the power to assign additional powers and duties to the 
Secretary would be revised to replace the reference to President with 
Non-Executive Chairman of the Board. FICC believes this is an 
appropriate responsibility for the Non-Executive Chairman of the Board 
to have as part of his general supervision of the Board.
    c. In addition, proposed Section 2.8 (Non-Executive Chairman of the 
Board) would state that, in the absence of the Non-Executive Chairman 
of the Board, the presiding director, as elected by the Board, shall 
preside at all meetings of the stockholders and of the Board at which 
he or she is present. Current Section 3.3 (Powers and Duties of the 
President) provides that, in the absence or in ability of the Chairman 
of the Board, the President shall preside at all meetings of 
shareholders and all meetings of the Board of Directors at which he is 
present. Pursuant to the Board of Directors of The Depository Trust & 
Clearing Corporation (``DTCC''), The Depository Trust Company 
(``DTC''), FICC and National Securities Clearing Corporation (``NSCC'') 
Mission Statement and Charter (``Board Mission Statement and 
Charter''), FICC annually elects a presiding director to preside at 
meetings when the Non-Executive Chairman of the Board is absent. As 
such, FICC believes the proposed language described above would enhance 
accuracy by correcting the inconsistency between the By-Laws and the 
Board Mission Statement and Charter.
    d. As further described below, in proposed Section 3.2 (Powers and 
Duties of the President and Chief Executive Officer), the Non-Executive 
Chairman of the Board would have the authority to designate powers and 
duties to the President and CEO. FICC believes this authority to 
designate powers and duties to the President and CEO is within the 
scope of the supervisory role of the Non-Executive Chairman of the 
Board and therefore proposes to revise the By-Laws to expressly state 
that the Non-Executive Chairman has this authority.
    e. In current Section 3.5 (Powers and Duties of Vice Presidents and 
Managing Directors), FICC would add the Non-Executive Chairman of the 
Board to the list of individuals who have the power to assign powers 
and duties to Managing Directors as well as make conforming changes. 
FICC believes this is an appropriate responsibility for the Non-
Executive Chairman of the Board to have because he has general 
supervision over the Board.
2. Add the Office of the CEO and Combine the Office of the President 
and the Office of the CEO Into the Office of the President and CEO; 
Update the Related Powers and Duties
    FICC proposes to add the office of the CEO and combine the office 
of the President and the office of the CEO into one office (President 
and CEO) because one individual is the President and CEO. FICC proposes 
to revise the By-Laws to reflect that one individual holds the office 
of the President and CEO, including revising the list of designated 
officers in current Section 3.1 (General Provisions) to include the 
President and CEO. While current Section 3.3 (Powers and Duties of the 
President) provides that the President shall be the chief executive 
officer, current Section 3.1 (General Provisions) does not include CEO 
in the list of designated officer positions (President is currently 
included in this list). As such, FICC would revise certain references 
in the By-Laws from President to President

[[Page 6656]]

and Chief Executive Officer. Specifically, FICC proposes to make the 
changes to the By-Laws that are described below.
    a. In current Section 1.2 (Special Meetings), current Section 1.8 
(Presiding Officer and Secretary), current Section 2.6 (Meetings), 
current Section 3.1 (General Provisions), current Section 3.5 (Powers 
and Duties of Vice Presidents and Managing Directors), current Section 
3.7 (Powers and Duties of the Treasurer), and current Section 3.12 
(Compensation of Officers), the words ``and Chief Executive Officer'' 
would be added after each reference to President.
    b. In current Section 5.1 (Certificates for Shares), the words 
``the President'' would be deleted and replaced by the words 
``President and Chief Executive Officer.''
    c. Additionally, in current Section 1.2 (Special Meetings), the 
phrase ``, or by the President,'' in the first sentence would be 
deleted because FICC believes it is repetitive to language that appears 
later in the section.
    Furthermore, except as otherwise described below, the 
responsibilities, duties and powers granted to the President that are 
currently described in the By-Laws would continue to remain with the 
President and CEO. FICC proposes to make the following changes to the 
By-Laws to reflect the updated responsibilities and powers and duties 
that are granted to the President and CEO:
    a. A portion of current Section 3.3 (Powers and Duties of the 
President) would be deleted and replaced with proposed Section 3.2 
(Powers and Duties of the President and Chief Executive Officer). The 
remaining portion of current Section 3.3 (Powers and Duties of the 
President) would be included in proposed Section 3.2 (Powers and Duties 
of the President and Chief Executive Officer).
    b. Current Section 3.3 (Powers and Duties of the President) states 
that the President will have general supervision over the business and 
affairs of FICC subject to the direction of the Board. Additionally, 
current Section 3.3 (Powers and Duties of the President) states that 
the President may employ and discharge employees and agents of FICC, 
except such as shall be elected or appointed by the Board, and he may 
delegate these powers. Similarly, proposed Section 3.2 (Powers and 
Duties of the President and Chief Executive Officer) would state that 
the President and Chief Executive Officer would have general 
supervision over the overall business strategy, business operations, 
systems, customer outreach, and risk management, control and staff 
functions, subject to the direction of the Board and the Non-Executive 
Chairman of the Board. FICC believes the additional detail provided in 
proposed Section 3.2 (Powers and Duties of the President and CEO) would 
add clarity to the powers and duties associated with the role of 
President and Chief Executive Officer and would be consistent with the 
combined role. In addition, because the office of the COO would be 
eliminated (as described further below), the responsibility of general 
supervision over the operations of FICC, which is designated to the COO 
role in current Section 3.4 (Powers and Duties of the Chief Operating 
Officer), would be assigned to the President and CEO.
    c. Proposed Section 3.2 (Powers and Duties of the President and 
CEO) would state that the President and CEO would have such other 
powers and perform such other duties as the Board or the Non-Executive 
Chairman of the Board may designate. FICC believes this generally 
aligns with current Section 3.3 (Powers and Duties of the President). 
FICC believes that providing the Non-Executive Chairman of the Board 
with this additional authority to designate powers and duties to the 
President and CEO is within the scope of the supervisory role of the 
Non-Executive Chairman of the Board.
    d. As noted above, certain powers and duties listed in current 
Section 3.3 (Powers and Duties of the President) would be removed or 
assigned to another position. Specifically, as noted above, the 
responsibility for carrying out the policies of the Board would be 
assigned to the Non-Executive Chairman of the Board rather than to the 
President and CEO. Additionally, the statement that ``performance of 
any such duty by the President shall be conclusive evidence of his 
power to act'' that appears in current Section 3.3 (Powers and Duties 
of the President) would be removed as FICC believes it would be best 
practice to document specific designation of powers and/or duties made 
by the Board or Non-Executive Chairman of the Board to the President 
and CEO.
    e. As described above, in current Section 3.6 (Powers and Duties of 
the Secretary), the power to assign additional powers and duties to the 
Secretary would be removed from the President and granted to the Non-
Executive Chairman of the Board. FICC believes this is an appropriate 
responsibility for the Non-Executive Chairman of the Board to have as 
part of his general supervision of the Board.
    f. As described below, the President and Board currently have the 
authority to assign powers and duties to the Comptroller in current 
Section 3.8 (Powers and Duties of the Comptroller). Similarly, proposed 
Section 3.5 (Powers and Duties of the Chief Financial Officer) would 
provide that the CFO would perform such other duties as he may agree 
with the President and CEO and the Board.
3. Add the Office of the CFO; Delete of the Office of the Comptroller
    FICC would add the office of the CFO and assign to the CFO all of 
the powers and duties of the office of the chief financial officer. The 
CFO would, in general, have overall supervision of the financial 
operations of FICC. Furthermore, references to the office of the 
Comptroller would be deleted. FICC does not currently have a 
Comptroller nor does FICC plan to appoint one. Therefore, FICC believes 
it would be more accurate to remove all references to such position in 
the By-Laws. Specifically, FICC would revise the By-Laws as described 
below.
    a. In current Section 3.1 (General Provisions), CFO would be added 
to and Comptroller would be removed from the list of designated 
officers of FICC.
    b. FICC would add proposed Section 3.5 (Powers and Duties of the 
Chief Financial Officer). This proposed section would enumerate the 
powers and duties of the CFO. It would state that the CFO would have 
overall supervision of the financial operations of FICC and upon 
request, would counsel and advise other officers of FICC and perform 
other duties as agreed with the President and CEO or as determined by 
the Board. FICC believes these powers and duties are appropriate for 
the newly created role of CFO. Proposed Section 3.5 (Powers and Duties 
of the Chief Financial Officer) would also state that the CFO would 
report directly to the President and CEO. FICC believes it is 
appropriate for the CFO to report to the President and CEO and to 
specify this clear line of responsibility in the By-Laws.
    c. Furthermore, proposed Section 3.6 (Powers and Duties of the 
Treasurer) would also be revised to state that the Treasurer shall have 
all such powers and duties as generally are incident to the position of 
Treasurer or as the CFO (in addition to the President and CEO and the 
Board) may assign to him. Because the Treasurer directly reports to the 
CFO, FICC believes it is appropriate for the CFO to assign powers and 
duties to the Treasurer.
    d. FICC would delete current Section 3.8 (Powers and Duties of the

[[Page 6657]]

Comptroller), which, with the elimination of the office of the 
Comptroller, would no longer be necessary.
4. Delete the Office of the COO
    FICC would also delete references to the designated office of the 
COO in the By-Laws. FICC believes this change is necessary because FICC 
no longer has a COO nor does FICC plan to appoint one. Specifically, 
FICC would make the changes to the By-Laws described below.
    a. In current Section 3.1 (General Provisions), the COO would be 
removed from the list of designated officers of FICC.
    b. Current Section 3.4 (Powers and Duties of the Chief Operating 
Officer) would be deleted, which, with the elimination of the office of 
the COO, would no longer be necessary. The power and duty prescribed to 
this position (general supervision over the operations of FICC) would 
be assigned to the President and CEO in proposed Section 3.2 (Powers 
and Duties of the President and Chief Executive Officer), as described 
above.
5. Change the Title of Vice President to Executive Director; Update the 
Related Powers and Duties
    FICC proposes to change the title of Vice President to Executive 
Director and update the related powers and duties. FICC believes these 
changes are necessary because FICC has decided that the title of 
Executive Director is more widely used in the financial services 
industry for roles similar to those designated as Vice Presidents. In 
FICC's organizational structure, Executive Directors report to Managing 
Directors. As such, it was decided that Executive Directors do not have 
sufficient seniority to call special meetings of shareholders, to 
preside over shareholder meetings unless specifically designated to do 
so by the Board, or to sign share certificates. FICC proposes to make 
the following changes to the By-Laws to reflect the change in the title 
from Vice President to Executive Director and to update the related 
powers and duties.
    a. In current Section 1.2 (Special Meetings), the proposed rule 
change would remove Vice Presidents from the list of officers 
authorized to call special meetings of shareholders. FICC believes that 
Vice Presidents do not have sufficient seniority to call special 
meetings of shareholders.
    b. In current Section 1.8 (Presiding Officer and Secretary), Vice 
President would be removed. FICC believes that a Vice President should 
not preside over a shareholder meeting unless specifically designated 
to do so by the Board.
    c. In current Section 3.1 (General Provisions), Vice Presidents 
would be removed from the list of designated officers of FICC. As 
described below, a parenthetical phrase would be added explaining that 
the Board's power to appoint other officers includes the power to 
appoint one or more Executive Directors.
    d. In current Section 3.5 (Powers and Duties of Vice Presidents and 
Managing Directors), all references to Vice President would be deleted. 
Section 3.5 (Powers and Duties of Vice Presidents and Managing 
Directors) currently states that Vice Presidents and Managing Directors 
have such powers and perform such duties as the Board or the President 
may assign to them.\6\ Because individuals with the title of Executive 
Director report to Managing Directors, FICC believes the reference to 
Vice President in this section would not be necessary.
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    \6\ With this proposal, this reference to President would be 
revised to President and CEO, and the Non-Executive Chairman of the 
Board would be added so the Non-Executive Chairman of the Board 
would also be able to assign powers and duties to the Managing 
Directors.
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    e. In current Section 5.1 (Certificates for Shares), the reference 
to Vice President would be removed because Vice Presidents are no 
longer authorized to sign share certificates. As described above, FICC 
decided that they do not have sufficient seniority to do so.
6. Other Changes to the Powers and Duties of the Board and Certain 
Other Designated Officers
Managing Directors
    a. In Section 1.8 (Presiding Officer and Secretary), the reference 
to the Managing Director would be removed because FICC believes a 
Managing Director should not preside over a shareholder meeting unless 
specifically designated to do so by the Board.
    b. In current Section 2.6 (Meetings), the proposal would add 
Managing Directors to the list of officers authorized to call special 
meetings of the Board. FICC believes this proposed change would provide 
FICC's management with additional flexibility by enabling additional 
persons within senior management to call special meetings of the Board.
Vice Chairman of the Corporation
    As described below, a parenthetical phrase would be added in 
current Section 3.1 (General Provisions) explaining that the Board's 
power to appoint other offices includes, but is not limited to, the 
power to appoint a Vice Chairman of the Corporation.
Board
    a. In current Section 3.1 (General Provisions), FICC proposes to 
add a parenthetical phrase explaining that the Board's power to appoint 
other offices includes, but is not limited to, the power to appoint a 
Vice Chairman of the Corporation and one or more Executive Directors to 
enhance clarity.
    b. Additionally, in current Section 3.1 (General Provisions), 
regarding the ability of any one person to hold more than one office, 
FICC proposes to enhance and clarify the exception by specifying that 
neither the Secretary nor any Assistant Secretary can hold the 
following offices: (1) Vice Chairman of the Corporation, (2) President, 
or (3) President and CEO. FICC believes this proposed change is 
necessary to ensure that the Secretary and any Assistant Secretary 
would not hold those positions.
Treasurer
    In current Section 5.1 (Certificates for Shares), FICC proposes to 
delete the reference to Treasurer from the list of authorized 
signatories because FICC expects the Secretary or an Assistant 
Secretary (who are each currently listed as authorized signatories) to 
sign any share certificates.
Assistant Treasurer
    In current Section 5.1 (Certificates for Shares), FICC proposes to 
delete the reference to Assistant Treasurer from the list of authorized 
signatories because FICC expects the Secretary or an Assistant 
Secretary (who are each currently listed as authorized signatories) to 
sign any share certificates.
7. Revise Compensation of Officers to Compensation of the President and 
Chief Executive Officer
    Current Section 3.12 (Compensation of Officers) would be revised to 
accurately reflect FICC's compensation setting practices. Current 
Section 3.12 states that: (i) the compensation, if any, of the Chairman 
of the Board, and the President shall be fixed by a majority (which 
shall not include the Chairman of the Board or the President) of the 
entire Board of Directors and (ii) salaries of all other officers shall 
be fixed by the President with the approval of the Board and no officer 
shall be precluded from receiving a salary because he is also a 
director. Current Section 3.12 would be revised to state that the 
Compensation Committee of the Corporation will recommend the 
compensation for the

[[Page 6658]]

President and Chief Executive Officer to the Board of Directors for 
approval because, pursuant to the DTCC/DTC/FICC/NSCC Compensation and 
Human Resources Committee Charter (``Compensation Committee Charter''), 
this is the process that is followed. In addition, FICC also proposes 
to delete the language stating that salaries of all other officers 
shall be fixed by the President with approval of the Board and no 
officer shall be precluded from receiving a salary because he is also a 
director. FICC believes the proposed changes are appropriate because 
they no longer reflect FICC's compensation setting procedures. In 
addition, as noted above, references to Chairman of the Board would be 
deleted because the Non-Executive Chairman of the Board does not 
receive compensation. Furthermore, the title of this section would be 
revised from Compensation of Officers to Compensation of the President 
and Chief Executive Officer because this section would no longer speak 
to the compensation of officers other than the President and CEO.

B. Technical Changes and Corrections

    FICC has identified the following technical changes and/or 
corrections that it proposes to make to the By-Laws to enhance the 
clarity and readability of the By-Laws.
1. Delete Direct Reference to Statutes and Statutory Requirements
    FICC would delete direct statutory references from the By-Laws as 
set forth below so that the By-Laws remain consistent and accurate 
despite any changes to a specifically cited statute. FICC believes this 
proposed change would also provide FICC with a broad base to act in 
accordance with relevant law without violating the By-Laws and thereby 
also provide FICC with more flexibility. Specifically, FICC proposes to 
make the following changes to the By-Laws:
    a. In current Section 1.2 (Special Meetings), regarding special 
meetings for the election of directors, the reference to the provisions 
of Section 603 of the New York Business Corporation Law would be 
deleted and the phrase ``or as required by law'' would be added.
    b. In current Section 1.4 (Notice of Meetings), regarding the 
composition of notices for shareholder meetings, the reference to the 
specific provisions and requirements of Section 623 of the New York 
Business Corporation Law would be deleted.
2. Other Technical Changes and Corrections
    In addition to the technical changes proposed above, FICC proposes 
to make the additional technical and grammatical changes described 
below.
    a. In the heading for the By-Laws, ``AMENDED AND RESTATED'' would 
be deleted and ``BY-LAWS OF FIXED INCOME CLEARING CORPORATION'' would 
be revised to boldfaced text.
    b. In the headings for Articles I through VIII, (i) each of 
``ARTICLE I,'' ``ARTICLE II,'' ``ARTICLE III,'' ``ARTICLE IV,'' 
``ARTICLE V,'' ``ARTICLE VI,'' ``ARTICLE VII,'' and ``ARTICLE VIII'' 
would be revised to boldfaced text and (ii) each of the article titles 
would be revised to boldfaced text to enhance readability.
    c. In current Sections 1.1 through 2.11 and current Sections 4.1 
through 5.4, the section number and section titles would be revised to 
italicized text to be consistent with current Sections 3.1 through 
3.12.
    d. In current Section 1.2 (Special Meetings), current Section 1.8 
(Presiding Officer and Secretary), current Section 2.6 (Meetings), 
current Section 3.1 (General Provisions), current Section 3.5 (Powers 
and Duties of Vice Presidents and Managing Directors), current Section 
3.6 (Powers and Duties of the Treasurer), current Section 3.12 
(Compensation of Officers), and current Section 5.1 (Certificates for 
Shares), conforming grammatical corrections would be made.
    e. Current Section 2.8 (Executive Committee) through current 
Section 2.11 (Compensation of and Loans to Directors) would be 
renumbered to reflect the addition of proposed Section 2.8 (Non-
Executive Chairman of the Board).
    f. In current Section 2.11 (Compensation of and Loans to 
Directors), ``form'' would be deleted and replaced with ``from'' to 
correct a typographical error.
    g. Current Section 3.5 (Powers and Duties of Vice Presidents and 
Managing Directors) through current Section 3.12 (Compensation of 
Officers) would be renumbered to reflect the addition of proposed 
Section 3.2 (Powers and Duties of the President and Chief Executive 
Officer) and proposed Section 3.5 (Powers and Duties of the Chief 
Financial Officer) and the deletion of current Section 3.2 (Powers and 
Duties of the Chairman of the Board), current Section 3.3 (Powers and 
Duties of the President), current Section 3.4 (Powers and Duties of the 
Chief Operating Officer) and current Section 3.8 (Powers and Duties of 
the Comptroller).
    h. In current Section 4.1 (Directors and Officers), ``corporation'' 
would be deleted and replaced with ``Corporation'' to correct a 
typographical error.
    i. Proposed Article IX (Gender References) would be added to 
clarify that the By-Laws are intended to be gender neutral with any 
reference to one gender deemed to include the other.
Proposed Changes to the Certificate of Incorporation
    The current Certificate of Incorporation is comprised of several 
documents, including amendments that have been made throughout the 
history of FICC. In order to streamline this Certificate of 
Incorporation into one updated document that includes all provisions, 
FICC would restate the current Certificate of Incorporation as proposed 
in Exhibit 5C.
Proposed Changes to the GSD Rules and MBSD Rules
    FICC proposes to add a section entitled ``By-Laws and Restated 
Certificate of Incorporation'' to each of the GSD Rules and MBSD Rules. 
This section would indicate that the Restated Certificate of 
Incorporation and the By-Laws are incorporated by reference.
2. Statutory Basis
    Section 17A(b)(3)(A) of the Act requires, among other things, that 
a clearing agency is so organized to be able to facilitate the prompt 
and accurate clearance and settlement of securities transactions for 
which it is responsible.\7\ FICC believes the (a) proposed changes to 
the By-Laws described above, (b) restatement of the Certificate of 
Incorporation, and (c) incorporation by reference of the By-Laws and 
the Restated Certificate of Incorporation in the GSD Rules and MBSD 
Rules are consistent with this provision. Specifically, FICC believes 
that the (1) change of title from Chairman of the Board to Non-
Executive Chairman of the Board and changes to the related powers and 
duties, (2) addition of the office of the CEO, the combination of the 
offices of the President and CEO and changes to the related powers and 
duties, (3) addition of the office of the CFO and deletion of the 
office of the Comptroller, (4) change of title from Vice President to 
Executive Director and changes to the related powers and duties, (5) 
deletion of the office of the COO, (6) changes to the powers and duties 
of the Board, (7) changes to the powers and duties of Managing 
Directors, (8) changes to the

[[Page 6659]]

powers and duties of Vice Chairman of the Corporation, (9) changes to 
the powers and duties of the Treasurer, and (10) changes to the powers 
and duties of the Assistant Treasurer are designed to facilitate the 
effective and efficient governance and operation of FICC and accurately 
reflect FICC's current Board and management structure. FICC also 
believes the changes to the powers and duties of the Board and 
designated officer positions are appropriate and aligned with each 
role. Furthermore, these proposed changes are intended to promote 
additional clarity as to the responsibilities of the Board and certain 
designated officers. FICC believes the proposed changes to the section 
describing the compensation of officers are designed to accurately 
reflect: (1) The process that is followed for setting compensation 
pursuant to the Compensation Committee Charter and (2) that the Non-
Executive Chairman of the Board does not receive compensation and would 
promote additional clarity as to the setting of compensation of the 
President and CEO and Non-Executive Chairman of the Board. FICC also 
believes (1) the technical changes and corrections to the By-Laws and 
(2) the restatement of the Certificate of Incorporation into a simpler 
document would enhance clarity and transparency in FICC's 
organizational documents. Similarly, FICC believes incorporating the 
By-Laws and the Restated Certificate of Incorporation into the GSD 
Rules and the MBSD Rules would enhance clarity and transparency 
regarding FICC's organizational documents because these organizational 
documents would be expressly identified in the same document as the 
MBSD Rules and GSD Rules to which members are subject. Therefore, FICC 
believes these proposed changes are consistent with the requirement 
that FICC is so organized to facilitate the prompt and accurate 
clearance and settlement of securities transactions for which it is 
responsible.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78q-1(b)(3)(A).
---------------------------------------------------------------------------

    Rule 17Ad-22(e)(1) under the Act requires a covered clearing agency 
to establish, implement, maintain and enforce written policies and 
procedures reasonably designed to provide for a well-founded, 
transparent and enforceable legal basis for each aspect of its 
activities in all relevant jurisdictions.\8\ FICC believes the (1) 
proposed changes to the titles or offices and the related powers and 
duties of the Board and certain officers and (2) proposed technical 
changes and corrections to the By-Laws are designed to ensure that 
FICC's organizational documents accurately describe FICC's 
organizational structure and that such organizational documents remain 
clear, transparent, and consistent. In addition, FICC believes the 
proposed changes to restate the Certificate of Incorporation to 
simplify this governing document would enhance the clarity, 
transparency, and readability of this governing document. Therefore, 
FICC believes these proposed changes are consistent with Rule 17Ad-
22(e)(1) because they are designed to ensure that FICC's organizational 
documents remain well-founded, transparent and enforceable in all 
relevant jurisdictions.\9\
---------------------------------------------------------------------------

    \8\ 17 CFR 240.17Ad-22(e)(1).
    \9\ Id.
---------------------------------------------------------------------------

    Rule 17Ad-22(e)(2) requires that FICC establish, implement, 
maintain and enforce written policies and procedures to provide for 
governance arrangements that, among other things, (1) are clear and 
transparent, (2) support the public interest requirements in Section 
17A of the Act (15 U.S.C. 78q-1) applicable to clearing agencies, and 
the objectives of owners and participants, and (3) specify clear and 
direct lines of responsibility.\10\ FICC believes the (a) proposed 
changes to the By-Laws described above, (b) restatement of the 
Certificate of Incorporation, and (c) incorporation by reference of the 
By-Laws and the Restated Certificate of Incorporation in the GSD Rules 
and MBSD Rules are designed to be consistent with Rule 17Ad-
22(e)(2).\11\ Specifically, FICC believes that the proposed changes to 
the By-Laws regarding the titles or offices and the related powers and 
duties of various officers and the Board would enhance clarity and 
transparency because they would clearly and accurately set forth the 
organizational structure of FICC, including the roles and lines of 
responsibility of various officers and the Board. FICC also believes 
the proposed changes relating to the section describing the 
compensation of officers would enhance clarity and transparency 
regarding its compensation setting procedures by (1) accurately 
reflecting the process that is followed pursuant to the Compensation 
Committee Charter and (2) clarifying that the Non-Executive Chairman of 
the Board does not receive compensation. The proposed technical changes 
and corrections to the By-Laws are also designed to enhance the 
clarity, transparency, and readability of the By-Laws. In addition, the 
proposal to restate the current Certificate of Incorporation is 
designed to enhance the clarity, transparency, and readability of the 
current Certificate of Incorporation by simplifying it into one 
document. FICC also believes that incorporating the By-Laws and the 
Restated Certificate of Incorporation into the GSD Rules and MBSD Rules 
would enhance clarity and transparency as to FICC's organizational 
documents because these organizational documents would be expressly 
identified in the same document as the MBSD Rules and GSD Rules to 
which members are subject. FICC believes that, taken together, these 
proposed changes would facilitate the effective and efficient 
governance and operation of FICC and therefore would enable FICC to 
better serve its members. As such, FICC believes these proposed changes 
would also support the public interest requirements in Section 17A of 
the Act (15 U.S.C. 78q-1) applicable to clearing agencies, and the 
objectives of its owners and participants. Therefore, FICC believes 
these proposed rule changes are consistent with Rule 17Ad-22(e)(2) 
because they are designed to enhance clarity and transparency in FICC's 
governance arrangements, support the public interest requirements in 
Section 17A of the Act (15 U.S.C. 78q-1) applicable to clearing 
agencies, and the objectives of owners and participants, and specify 
clear and direct lines of responsibility for various officer positions 
and the Board within FICC's organizational structure.\12\
---------------------------------------------------------------------------

    \10\ 17 CFR 240.17Ad-22(e)(2).
    \11\ Id.
    \12\ Id.
---------------------------------------------------------------------------

(B) Clearing Agency's Statement on Burden on Competition

    FICC does not believe that the proposed rule change would have any 
impact on competition. The proposed rule change would amend the By-Laws 
to: (1) Accurately reflect FICC's organizational structure and reflect 
changes to titles or offices and the related powers and duties of the 
Board and various designated officers, (2) accurately reflect (a) the 
process that is followed for setting compensation pursuant to the 
Compensation Committee Charter and (b) that the Non-Executive Chairman 
of the Board does not receive compensation, and (3) enhance the clarity 
and readability of the By-Laws by making technical changes and 
corrections. The proposed change to restate the current Certificate of 
Incorporation would enhance clarity and transparency by simplifying the 
provisions into one document. The proposal to incorporate by reference 
the By-Laws and the Restated Certificate of Incorporation into the GSD 
Rules and the MBSD Rules would further enhance clarity and transparency 
because these

[[Page 6660]]

organizational documents would be expressly identified in the GSD Rules 
and the MBSD Rules to which members are subject. FICC does not believe 
that this proposal would affect any of its current practices regarding 
the rights or obligations of its members. Therefore, FICC believes that 
the proposal would not have any effect on its members and thus, would 
not have any impact or burden on competition.

(C) Clearing Agency's Statement on Comments on the Proposed Rule Change 
Received From Members, Participants, or Others

    FICC has not received any written comments relating to this 
proposal. FICC will notify the Commission of any written comments 
received by it.

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

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

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-FICC-2018-002 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549.

All submissions should refer to File Number SR-FICC-2018-002. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of FICC and on DTCC's website 
(http://dtcc.com/legal/sec-rule-filings.aspx). All comments received 
will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-FICC-2018-002 and should be submitted on 
or before March 7, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-02985 Filed 2-13-18; 8:45 am]
BILLING CODE 8011-01-P



                                               6654                      Federal Register / Vol. 83, No. 31 / Wednesday, February 14, 2018 / Notices

                                               Commission finds that it is appropriate                 changes and corrections.3 The GSD                     Executive Director and update the
                                               to designate a longer period within                     Rules and the MBSD Rules would also                   related powers and duties, and (6) make
                                               which to take action on the Proposed                    be amended to incorporate by reference                other changes related to certain powers
                                               Rule Changes so that it has sufficient                  the By-Laws and the Restated Certificate              and duties of the Board and various
                                               time to consider and take action on the                 of Incorporation.4                                    officers, including Managing Directors,
                                               Proposed Rule Changes.                                                                                        the Vice Chairman of the Corporation,
                                                                                                       II. Clearing Agency’s Statement of the
                                                 Accordingly, pursuant to Section                                                                            the Treasurer and the Assistant
                                                                                                       Purpose of, and Statutory Basis for, the
                                               19(b)(2) of the Act 5 and for the reasons                                                                     Treasurer, as described in greater detail
                                                                                                       Proposed Rule Change
                                               stated above, the Commission                                                                                  below. FICC is proposing to make these
                                               designates April 8, 2018 as the date by                    In its filing with the Commission, the             changes to the By-Laws so that the By-
                                               which the Commission shall either                       clearing agency included statements                   Laws remain consistent and accurate
                                               approve, disapprove, or institute                       concerning the purpose of and basis for               and FICC’s governance documents
                                               proceedings to determine whether to                     the proposed rule change and discussed                accurately reflect its management and
                                               disapprove proposed rule changes SR–                    any comments it received on the                       organizational structure and the
                                               DTC–2017–021, SR–FICC–2017–021,                         proposed rule change. The text of these               responsibilities within the purview of
                                               and SR–NSCC–2017–017.                                   statements may be examined at the                     certain roles. FICC believes these
                                                                                                       places specified in Item IV below. The                changes would facilitate the efficient
                                                 For the Commission, by the Division of
                                               Trading and Markets, pursuant to delegated              clearing agency has prepared                          governance and operation of FICC.
                                               authority.6                                             summaries, set forth in sections A, B,                  The GSD Rules and MBSD Rules
                                               Eduardo A. Aleman,                                      and C below, of the most significant                  would also be amended to incorporate
                                                                                                       aspects of such statements.                           by reference the Restated Certificate of
                                               Assistant Secretary.
                                                                                                       (A) Clearing Agency’s Statement of the                Incorporation and the By-Laws, as
                                               [FR Doc. 2018–02982 Filed 2–13–18; 8:45 am]
                                                                                                       Purpose of, and Statutory Basis for, the              further described below. The current
                                               BILLING CODE 8011–01–P
                                                                                                       Proposed Rule Change                                  Certificate of Incorporation would be
                                                                                                                                                             restated to streamline this document,
                                                                                                       1. Purpose                                            which FICC believes would enhance
                                               SECURITIES AND EXCHANGE
                                               COMMISSION                                                 In FICC’s review of the By-Laws, FICC              clarity and transparency. The following
                                                                                                       has identified and is proposing the                   describes the proposed changes to the
                                               [Release No. 34–82672; File No. SR–FICC–                following changes to the By-Laws: (i)                 By-Laws, the Certificate of
                                               2018–002]                                               Revising certain Board and designated                 Incorporation, the GSD Rules, and the
                                                                                                       officer titles or offices and updating the            MBSD Rules.
                                               Self-Regulatory Organizations; Fixed                    related powers and duties, (ii) revising
                                               Income Clearing Corporation; Notice of                                                                        Proposed Changes to the By-Laws 5
                                                                                                       the section describing the compensation
                                               Filing of Proposed Rule Change To                       of officers and (iii) making certain                  A. Changes to Certain FICC Board and
                                               Amend the By-Laws and Make Other                        technical changes and corrections.                    Designated Officer Titles or Offices and
                                               Changes                                                 Specifically, regarding the proposed                  Updates to the Related Powers and
                                                                                                       changes to the Board and designated                   Duties
                                               February 8, 2018.
                                                  Pursuant to Section 19(b)(1) of the                  officer titles or offices and updating the              FICC proposes to revise the titles or
                                               Securities Exchange Act of 1934                         related powers and duties, FICC is                    offices and update the related powers
                                               (‘‘Act’’),1 and Rule 19b–4 thereunder,2                 proposing to: (1) Change the title of                 and duties of various designated officers
                                               notice is hereby given that on February                 Chairman of the Board to Non-Executive                and the Board, as further described
                                               2, 2018, Fixed Income Clearing                          Chairman of the Board and update the                  below.
                                               Corporation (‘‘FICC’’) filed with the                   related powers and duties associated
                                                                                                       with that role due to personnel changes               1. Change the Title of Chairman of the
                                               Securities and Exchange Commission                                                                            Board to Non-Executive Chairman of the
                                               (‘‘Commission’’) the proposed rule                      in FICC’s management, (2) add the office
                                                                                                       of the Chief Executive Officer (‘‘CEO’’),             Board; Update the Powers and Duties of
                                               change as described in Items I, II and III                                                                    the Non-Executive Chairman of the
                                               below, which Items have been prepared                   combine the office of the President and
                                                                                                       the office of the Chief Executive Officer             Board
                                               by the clearing agency. The Commission
                                               is publishing this notice to solicit                    into one office (President and Chief                     FICC proposes to replace the title of
                                               comments on the proposed rule change                    Executive Officer) and update the                     Chairman of the Board with the title
                                               from interested persons.                                related powers and duties to reflect that             Non-Executive Chairman of the Board
                                                                                                       the two positions are now combined                    (‘‘Non-Executive Chairman of the
                                               I. Clearing Agency’s Statement of the                   and are held by one individual, (3) add               Board’’). This change in title reflects
                                               Terms of Substance of the Proposed                      the office of the Chief Financial Officer             that this position is now held by an
                                               Rule Change                                             (‘‘CFO’’) and delete the office of the                individual who is not part of FICC’s
                                                 The proposed rule change would                        Comptroller, (4) delete the office of the             management (i.e., a non-executive). In
                                               amend the FICC By-Laws (‘‘By-Laws’’)                    Chief Operating Officer (‘‘COO’’), (5)                2016, FICC made personnel changes. As
                                               to (i) revise titles or offices and the                 change the title of Vice President to                 part of these personnel changes, the
                                               powers and duties of the Board of                                                                             individual who was serving as
                                               Directors (‘‘Board’’) and certain
                                                                                                          3 The By-Laws and the Restated Certificate of      Chairman of the Board and who was
                                                                                                       Incorporation would each be incorporated by           part of FICC’s management at that time
                                               designated officers of FICC, (ii) revise
daltland on DSKBBV9HB2PROD with NOTICES




                                                                                                       reference into the FICC Government Securities
                                               the section describing compensation of                  Division Rulebook (‘‘GSD Rules’’) and the FICC
                                                                                                                                                             became a non-executive. FICC believed
                                               officers, and (iii) make certain technical              Mortgage-Backed Securities Division Rulebook          that it would be beneficial and desirable
                                                                                                       (‘‘MBSD Rules’’).
                                                                                                          4 The GSD Rules and the MBSD Rules are               5 FICC last submitted a rule filing regarding
                                                 5 15 U.S.C. 78s(b)(2).                                available at http://www.dtcc.com/legal/rules-and-     changes to the By-Laws in 2006. See Securities
                                                 6 17 CFR 200.30–3(a)(31).                             procedures. The By-Laws and the Restated              Exchange Act Release No. 54173 (July 19, 2006), 71
                                                 1 15 U.S.C. 78s(b)(1).
                                                                                                       Certificate of Incorporation would be available at    FR 42890 (July 28, 2006) (SR–DTC–2006–10, SR–
                                                 2 17 CFR 240.19b–4.                                   http://www.dtcc.com/legal/rules-and-procedures.       FICC–2006–09, and SR–NSCC–2006–08).



                                          VerDate Sep<11>2014   22:07 Feb 13, 2018   Jkt 244001   PO 00000   Frm 00148   Fmt 4703   Sfmt 4703   E:\FR\FM\14FEN1.SGM   14FEN1


                                                                         Federal Register / Vol. 83, No. 31 / Wednesday, February 14, 2018 / Notices                                            6655

                                               to continue to have this individual serve                  Current Section 3.2 (Powers and                    Trust & Clearing Corporation (‘‘DTCC’’),
                                               as chairman of the Board even though                    Duties of the Chairman of the Board)                  The Depository Trust Company
                                               he is no longer part of FICC’s                          would be deleted and replaced by                      (‘‘DTC’’), FICC and National Securities
                                               management. Therefore, FICC proposes                    proposed Section 2.8 (Non-Executive                   Clearing Corporation (‘‘NSCC’’) Mission
                                               to change the title of this position in the             Chairman of the Board). Specifically,                 Statement and Charter (‘‘Board Mission
                                               By-Laws to Non-Executive Chairman of                    the following changes would be made:                  Statement and Charter’’), FICC annually
                                               the Board to reflect that this position is                 a. Certain powers and duties                       elects a presiding director to preside at
                                               held by a non-executive. FICC believes                  prescribed to the Chairman of the Board               meetings when the Non-Executive
                                               this proposed change would accurately                   in current Section 3.2 (Powers and                    Chairman of the Board is absent. As
                                               reflect this organizational change.                     Duties of the Chairman of the Board)                  such, FICC believes the proposed
                                               Furthermore, FICC proposes to revise                    would remain with the Non-Executive                   language described above would
                                               the By-Laws to enumerate the powers                     Chairman of the Board. Such powers                    enhance accuracy by correcting the
                                               and duties of the Non-Executive                         and duties include (i) presiding over the             inconsistency between the By-Laws and
                                               Chairman of the Board. To implement                     meetings of the stockholders and of the               the Board Mission Statement and
                                               this proposed change, FICC would                        Board at which he is present and (ii)                 Charter.
                                               revise the By-Laws as described below.                  such other powers and duties as the                      d. As further described below, in
                                                  Certain references to either Chairman                Board may designate. This would be set                proposed Section 3.2 (Powers and
                                               or Chairman of the Board would be                       forth in proposed Section 2.8 (Non-                   Duties of the President and Chief
                                               revised to Non-Executive Chairman of                    Executive Chairman of the Board).                     Executive Officer), the Non-Executive
                                               the Board in the sections of the By-Laws                Furthermore, as is similarly stated in                Chairman of the Board would have the
                                               that would continue to apply to the                     current Section 3.2 (Powers and Duties                authority to designate powers and
                                               Non-Executive Chairman of the Board.                    of the Chairman of the Board), proposed               duties to the President and CEO. FICC
                                               Specifically, the following changes                     Section 2.8 (Non-Executive Chairman of                believes this authority to designate
                                               would be made:                                          the Board) would also state that the                  powers and duties to the President and
                                                  a. In current Section 1.2 (Special                   ‘‘performance of any such duty by the                 CEO is within the scope of the
                                               Meetings), the references to Chairman                   Non-Executive Chairman of the Board                   supervisory role of the Non-Executive
                                               would be revised to Non-Executive                       shall be conclusive evidence of his                   Chairman of the Board and therefore
                                               Chairman of the Board by adding the                     power to act.’’                                       proposes to revise the By-Laws to
                                               word ‘‘Non-Executive’’ before the                          b. FICC would also expressly include               expressly state that the Non-Executive
                                               second reference to Chairman in the                     in proposed Section 2.8 (Non-Executive                Chairman has this authority.
                                               first sentence and the phrase ‘‘of the                  Chairman of the Board) that the Non-                     e. In current Section 3.5 (Powers and
                                               Board’’ after such reference. In addition,              Executive Chairman of the Board has                   Duties of Vice Presidents and Managing
                                               the phrase ‘‘by the Chairman’’ in the                   general supervision over the Board and                Directors), FICC would add the Non-
                                               first sentence of current Section 1.2                   its activities and would provide overall              Executive Chairman of the Board to the
                                               (Special Meetings) would be deleted                     leadership to the Board. Consistent with              list of individuals who have the power
                                               because it would be repetitive to the                   his authority to supervise and lead the               to assign powers and duties to Managing
                                               language that is currently included later               Board, FICC proposes to assign the                    Directors as well as make conforming
                                               in this section.                                        responsibility for carrying out the                   changes. FICC believes this is an
                                                  b. In current Section 1.8 (Presiding                 policies of the Board of Directors to the             appropriate responsibility for the Non-
                                               Officer and Secretary), current Section                 Non-Executive Chairman of the Board                   Executive Chairman of the Board to
                                               2.6 (Meetings), and current Section 5.1                 rather than the President (as is provided             have because he has general supervision
                                               (Certificates for Shares), the word ‘‘Non-              in current Section 3.3 (Powers and                    over the Board.
                                               Executive’’ would be added before each                  Duties of the President)). Furthermore,
                                                                                                                                                             2. Add the Office of the CEO and
                                               reference to the Chairman of the Board.                 in current Section 3.6 (Powers and
                                                  Certain references to Chairman of the                                                                      Combine the Office of the President and
                                                                                                       Duties of the Secretary), the power to
                                                                                                                                                             the Office of the CEO Into the Office of
                                               Board in the By-Laws would be deleted                   assign additional powers and duties to
                                                                                                                                                             the President and CEO; Update the
                                               because such references are in the                      the Secretary would be revised to
                                                                                                                                                             Related Powers and Duties
                                               sections of the By-Laws that only apply                 replace the reference to President with
                                               to members of FICC management.                          Non-Executive Chairman of the Board.                     FICC proposes to add the office of the
                                               Because the Non-Executive Chairman of                   FICC believes this is an appropriate                  CEO and combine the office of the
                                               the Board would not be a management                     responsibility for the Non-Executive                  President and the office of the CEO into
                                               position, such sections of the By-Laws                  Chairman of the Board to have as part                 one office (President and CEO) because
                                               would no longer be applicable.                          of his general supervision of the Board.              one individual is the President and
                                               Specifically, the following changes                        c. In addition, proposed Section 2.8               CEO. FICC proposes to revise the By-
                                               would be made:                                          (Non-Executive Chairman of the Board)                 Laws to reflect that one individual holds
                                                  a. In current Section 3.1 (General                   would state that, in the absence of the               the office of the President and CEO,
                                               Provisions), Chairman of the Board                      Non-Executive Chairman of the Board,                  including revising the list of designated
                                               would be removed from the list of                       the presiding director, as elected by the             officers in current Section 3.1 (General
                                               designated officers of FICC.                            Board, shall preside at all meetings of               Provisions) to include the President and
                                                  b. In current Section 3.12                           the stockholders and of the Board at                  CEO. While current Section 3.3 (Powers
                                               (Compensation of Officers), the                         which he or she is present. Current                   and Duties of the President) provides
                                               references to the Chairman of the Board                 Section 3.3 (Powers and Duties of the                 that the President shall be the chief
daltland on DSKBBV9HB2PROD with NOTICES




                                               would also be deleted because the Non-                  President) provides that, in the absence              executive officer, current Section 3.1
                                               Executive Chairman of the Board does                    or in ability of the Chairman of the                  (General Provisions) does not include
                                               not receive compensation and because,                   Board, the President shall preside at all             CEO in the list of designated officer
                                               as further described below, this section                meetings of shareholders and all                      positions (President is currently
                                               would be revised to only address the                    meetings of the Board of Directors at                 included in this list). As such, FICC
                                               setting of compensation for the                         which he is present. Pursuant to the                  would revise certain references in the
                                               President.                                              Board of Directors of The Depository                  By-Laws from President to President


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                                               6656                      Federal Register / Vol. 83, No. 31 / Wednesday, February 14, 2018 / Notices

                                               and Chief Executive Officer.                            and risk management, control and staff                  f. As described below, the President
                                               Specifically, FICC proposes to make the                 functions, subject to the direction of the            and Board currently have the authority
                                               changes to the By-Laws that are                         Board and the Non-Executive Chairman                  to assign powers and duties to the
                                               described below.                                        of the Board. FICC believes the                       Comptroller in current Section 3.8
                                                  a. In current Section 1.2 (Special                   additional detail provided in proposed                (Powers and Duties of the Comptroller).
                                               Meetings), current Section 1.8                          Section 3.2 (Powers and Duties of the                 Similarly, proposed Section 3.5 (Powers
                                               (Presiding Officer and Secretary),                      President and CEO) would add clarity to               and Duties of the Chief Financial
                                               current Section 2.6 (Meetings), current                 the powers and duties associated with                 Officer) would provide that the CFO
                                               Section 3.1 (General Provisions), current               the role of President and Chief                       would perform such other duties as he
                                               Section 3.5 (Powers and Duties of Vice                  Executive Officer and would be                        may agree with the President and CEO
                                               Presidents and Managing Directors),                     consistent with the combined role. In                 and the Board.
                                               current Section 3.7 (Powers and Duties                  addition, because the office of the COO
                                               of the Treasurer), and current Section                                                                        3. Add the Office of the CFO; Delete of
                                                                                                       would be eliminated (as described                     the Office of the Comptroller
                                               3.12 (Compensation of Officers), the                    further below), the responsibility of
                                               words ‘‘and Chief Executive Officer’’                   general supervision over the operations                  FICC would add the office of the CFO
                                               would be added after each reference to                  of FICC, which is designated to the COO               and assign to the CFO all of the powers
                                               President.                                              role in current Section 3.4 (Powers and               and duties of the office of the chief
                                                  b. In current Section 5.1 (Certificates              Duties of the Chief Operating Officer),               financial officer. The CFO would, in
                                               for Shares), the words ‘‘the President’’                would be assigned to the President and                general, have overall supervision of the
                                               would be deleted and replaced by the                    CEO.                                                  financial operations of FICC.
                                               words ‘‘President and Chief Executive                     c. Proposed Section 3.2 (Powers and                 Furthermore, references to the office of
                                               Officer.’’                                                                                                    the Comptroller would be deleted. FICC
                                                                                                       Duties of the President and CEO) would
                                                  c. Additionally, in current Section 1.2                                                                    does not currently have a Comptroller
                                                                                                       state that the President and CEO would
                                               (Special Meetings), the phrase ‘‘, or by                                                                      nor does FICC plan to appoint one.
                                                                                                       have such other powers and perform
                                               the President,’’ in the first sentence                                                                        Therefore, FICC believes it would be
                                                                                                       such other duties as the Board or the
                                               would be deleted because FICC believes                                                                        more accurate to remove all references
                                                                                                       Non-Executive Chairman of the Board
                                               it is repetitive to language that appears                                                                     to such position in the By-Laws.
                                                                                                       may designate. FICC believes this
                                               later in the section.                                                                                         Specifically, FICC would revise the By-
                                                  Furthermore, except as otherwise                     generally aligns with current Section 3.3
                                                                                                                                                             Laws as described below.
                                               described below, the responsibilities,                  (Powers and Duties of the President).                    a. In current Section 3.1 (General
                                               duties and powers granted to the                        FICC believes that providing the Non-                 Provisions), CFO would be added to and
                                               President that are currently described in               Executive Chairman of the Board with                  Comptroller would be removed from the
                                               the By-Laws would continue to remain                    this additional authority to designate                list of designated officers of FICC.
                                               with the President and CEO. FICC                        powers and duties to the President and                   b. FICC would add proposed Section
                                               proposes to make the following changes                  CEO is within the scope of the                        3.5 (Powers and Duties of the Chief
                                               to the By-Laws to reflect the updated                   supervisory role of the Non-Executive                 Financial Officer). This proposed
                                               responsibilities and powers and duties                  Chairman of the Board.                                section would enumerate the powers
                                               that are granted to the President and                     d. As noted above, certain powers and               and duties of the CFO. It would state
                                               CEO:                                                    duties listed in current Section 3.3                  that the CFO would have overall
                                                  a. A portion of current Section 3.3                  (Powers and Duties of the President)                  supervision of the financial operations
                                               (Powers and Duties of the President)                    would be removed or assigned to                       of FICC and upon request, would
                                               would be deleted and replaced with                      another position. Specifically, as noted              counsel and advise other officers of
                                               proposed Section 3.2 (Powers and                        above, the responsibility for carrying out            FICC and perform other duties as agreed
                                               Duties of the President and Chief                       the policies of the Board would be                    with the President and CEO or as
                                               Executive Officer). The remaining                       assigned to the Non-Executive Chairman                determined by the Board. FICC believes
                                               portion of current Section 3.3 (Powers                  of the Board rather than to the President             these powers and duties are appropriate
                                               and Duties of the President) would be                   and CEO. Additionally, the statement                  for the newly created role of CFO.
                                               included in proposed Section 3.2                        that ‘‘performance of any such duty by                Proposed Section 3.5 (Powers and
                                               (Powers and Duties of the President and                 the President shall be conclusive                     Duties of the Chief Financial Officer)
                                               Chief Executive Officer).                               evidence of his power to act’’ that                   would also state that the CFO would
                                                  b. Current Section 3.3 (Powers and                   appears in current Section 3.3 (Powers                report directly to the President and
                                               Duties of the President) states that the                and Duties of the President) would be                 CEO. FICC believes it is appropriate for
                                               President will have general supervision                 removed as FICC believes it would be                  the CFO to report to the President and
                                               over the business and affairs of FICC                   best practice to document specific                    CEO and to specify this clear line of
                                               subject to the direction of the Board.                  designation of powers and/or duties                   responsibility in the By-Laws.
                                               Additionally, current Section 3.3                       made by the Board or Non-Executive                       c. Furthermore, proposed Section 3.6
                                               (Powers and Duties of the President)                    Chairman of the Board to the President                (Powers and Duties of the Treasurer)
                                               states that the President may employ                    and CEO.                                              would also be revised to state that the
                                               and discharge employees and agents of                     e. As described above, in current                   Treasurer shall have all such powers
                                               FICC, except such as shall be elected or                Section 3.6 (Powers and Duties of the                 and duties as generally are incident to
                                               appointed by the Board, and he may                      Secretary), the power to assign                       the position of Treasurer or as the CFO
                                               delegate these powers. Similarly,                       additional powers and duties to the                   (in addition to the President and CEO
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                                               proposed Section 3.2 (Powers and                        Secretary would be removed from the                   and the Board) may assign to him.
                                               Duties of the President and Chief                       President and granted to the Non-                     Because the Treasurer directly reports to
                                               Executive Officer) would state that the                 Executive Chairman of the Board. FICC                 the CFO, FICC believes it is appropriate
                                               President and Chief Executive Officer                   believes this is an appropriate                       for the CFO to assign powers and duties
                                               would have general supervision over the                 responsibility for the Non-Executive                  to the Treasurer.
                                               overall business strategy, business                     Chairman of the Board to have as part                    d. FICC would delete current Section
                                               operations, systems, customer outreach,                 of his general supervision of the Board.              3.8 (Powers and Duties of the


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                                                                         Federal Register / Vol. 83, No. 31 / Wednesday, February 14, 2018 / Notices                                             6657

                                               Comptroller), which, with the                           a shareholder meeting unless                          limited to, the power to appoint a Vice
                                               elimination of the office of the                        specifically designated to do so by the               Chairman of the Corporation.
                                               Comptroller, would no longer be                         Board.
                                                                                                          c. In current Section 3.1 (General                 Board
                                               necessary.
                                                                                                       Provisions), Vice Presidents would be                   a. In current Section 3.1 (General
                                               4. Delete the Office of the COO                         removed from the list of designated                   Provisions), FICC proposes to add a
                                                  FICC would also delete references to                 officers of FICC. As described below, a               parenthetical phrase explaining that the
                                               the designated office of the COO in the                 parenthetical phrase would be added                   Board’s power to appoint other offices
                                               By-Laws. FICC believes this change is                   explaining that the Board’s power to                  includes, but is not limited to, the
                                               necessary because FICC no longer has a                  appoint other officers includes the                   power to appoint a Vice Chairman of the
                                               COO nor does FICC plan to appoint one.                  power to appoint one or more Executive                Corporation and one or more Executive
                                               Specifically, FICC would make the                       Directors.                                            Directors to enhance clarity.
                                               changes to the By-Laws described                           d. In current Section 3.5 (Powers and                b. Additionally, in current Section 3.1
                                               below.                                                  Duties of Vice Presidents and Managing                (General Provisions), regarding the
                                                  a. In current Section 3.1 (General                   Directors), all references to Vice                    ability of any one person to hold more
                                               Provisions), the COO would be removed                   President would be deleted. Section 3.5               than one office, FICC proposes to
                                               from the list of designated officers of                 (Powers and Duties of Vice Presidents                 enhance and clarify the exception by
                                               FICC.                                                   and Managing Directors) currently states              specifying that neither the Secretary nor
                                                  b. Current Section 3.4 (Powers and                   that Vice Presidents and Managing                     any Assistant Secretary can hold the
                                               Duties of the Chief Operating Officer)                  Directors have such powers and perform                following offices: (1) Vice Chairman of
                                               would be deleted, which, with the                       such duties as the Board or the                       the Corporation, (2) President, or (3)
                                               elimination of the office of the COO,                   President may assign to them.6 Because                President and CEO. FICC believes this
                                               would no longer be necessary. The                       individuals with the title of Executive               proposed change is necessary to ensure
                                               power and duty prescribed to this                       Director report to Managing Directors,                that the Secretary and any Assistant
                                               position (general supervision over the                  FICC believes the reference to Vice                   Secretary would not hold those
                                               operations of FICC) would be assigned                   President in this section would not be                positions.
                                               to the President and CEO in proposed                    necessary.
                                               Section 3.2 (Powers and Duties of the                      e. In current Section 5.1 (Certificates            Treasurer
                                               President and Chief Executive Officer),                 for Shares), the reference to Vice                      In current Section 5.1 (Certificates for
                                               as described above.                                     President would be removed because                    Shares), FICC proposes to delete the
                                                                                                       Vice Presidents are no longer authorized              reference to Treasurer from the list of
                                               5. Change the Title of Vice President to                to sign share certificates. As described              authorized signatories because FICC
                                               Executive Director; Update the Related                  above, FICC decided that they do not                  expects the Secretary or an Assistant
                                               Powers and Duties                                       have sufficient seniority to do so.                   Secretary (who are each currently listed
                                                  FICC proposes to change the title of                                                                       as authorized signatories) to sign any
                                               Vice President to Executive Director and                6. Other Changes to the Powers and
                                                                                                       Duties of the Board and Certain Other                 share certificates.
                                               update the related powers and duties.
                                               FICC believes these changes are                         Designated Officers                                   Assistant Treasurer
                                               necessary because FICC has decided                      Managing Directors                                      In current Section 5.1 (Certificates for
                                               that the title of Executive Director is                   a. In Section 1.8 (Presiding Officer                Shares), FICC proposes to delete the
                                               more widely used in the financial                       and Secretary), the reference to the                  reference to Assistant Treasurer from
                                               services industry for roles similar to                  Managing Director would be removed                    the list of authorized signatories because
                                               those designated as Vice Presidents. In                 because FICC believes a Managing                      FICC expects the Secretary or an
                                               FICC’s organizational structure,                        Director should not preside over a                    Assistant Secretary (who are each
                                               Executive Directors report to Managing                  shareholder meeting unless specifically               currently listed as authorized
                                               Directors. As such, it was decided that                 designated to do so by the Board.                     signatories) to sign any share
                                               Executive Directors do not have                           b. In current Section 2.6 (Meetings),               certificates.
                                               sufficient seniority to call special                    the proposal would add Managing                       7. Revise Compensation of Officers to
                                               meetings of shareholders, to preside                    Directors to the list of officers                     Compensation of the President and
                                               over shareholder meetings unless                        authorized to call special meetings of                Chief Executive Officer
                                               specifically designated to do so by the                 the Board. FICC believes this proposed
                                               Board, or to sign share certificates. FICC              change would provide FICC’s                              Current Section 3.12 (Compensation
                                               proposes to make the following changes                  management with additional flexibility                of Officers) would be revised to
                                               to the By-Laws to reflect the change in                 by enabling additional persons within                 accurately reflect FICC’s compensation
                                               the title from Vice President to                        senior management to call special                     setting practices. Current Section 3.12
                                               Executive Director and to update the                    meetings of the Board.                                states that: (i) the compensation, if any,
                                               related powers and duties.                                                                                    of the Chairman of the Board, and the
                                                  a. In current Section 1.2 (Special                   Vice Chairman of the Corporation                      President shall be fixed by a majority
                                               Meetings), the proposed rule change                       As described below, a parenthetical                 (which shall not include the Chairman
                                               would remove Vice Presidents from the                   phrase would be added in current                      of the Board or the President) of the
                                               list of officers authorized to call special             Section 3.1 (General Provisions)                      entire Board of Directors and (ii) salaries
                                               meetings of shareholders. FICC believes                 explaining that the Board’s power to                  of all other officers shall be fixed by the
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                                               that Vice Presidents do not have                        appoint other offices includes, but is not            President with the approval of the Board
                                               sufficient seniority to call special                                                                          and no officer shall be precluded from
                                               meetings of shareholders.                                 6 With this proposal, this reference to President   receiving a salary because he is also a
                                                  b. In current Section 1.8 (Presiding                 would be revised to President and CEO, and the        director. Current Section 3.12 would be
                                                                                                       Non-Executive Chairman of the Board would be
                                               Officer and Secretary), Vice President                  added so the Non-Executive Chairman of the Board
                                                                                                                                                             revised to state that the Compensation
                                               would be removed. FICC believes that a                  would also be able to assign powers and duties to     Committee of the Corporation will
                                               Vice President should not preside over                  the Managing Directors.                               recommend the compensation for the


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                                               6658                      Federal Register / Vol. 83, No. 31 / Wednesday, February 14, 2018 / Notices

                                               President and Chief Executive Officer to                2. Other Technical Changes and                           h. In current Section 4.1 (Directors
                                               the Board of Directors for approval                     Corrections                                           and Officers), ‘‘corporation’’ would be
                                               because, pursuant to the DTCC/DTC/                         In addition to the technical changes               deleted and replaced with
                                               FICC/NSCC Compensation and Human                        proposed above, FICC proposes to make                 ‘‘Corporation’’ to correct a typographical
                                               Resources Committee Charter                             the additional technical and                          error.
                                               (‘‘Compensation Committee Charter’’),                                                                            i. Proposed Article IX (Gender
                                                                                                       grammatical changes described below.
                                               this is the process that is followed. In                                                                      References) would be added to clarify
                                                                                                          a. In the heading for the By-Laws,
                                               addition, FICC also proposes to delete                                                                        that the By-Laws are intended to be
                                                                                                       ‘‘AMENDED AND RESTATED’’ would
                                               the language stating that salaries of all                                                                     gender neutral with any reference to one
                                                                                                       be deleted and ‘‘BY–LAWS OF FIXED
                                               other officers shall be fixed by the                                                                          gender deemed to include the other.
                                                                                                       INCOME CLEARING CORPORATION’’
                                               President with approval of the Board                    would be revised to boldfaced text.                   Proposed Changes to the Certificate of
                                               and no officer shall be precluded from                     b. In the headings for Articles I                  Incorporation
                                               receiving a salary because he is also a                 through VIII, (i) each of ‘‘ARTICLE I,’’                The current Certificate of
                                               director. FICC believes the proposed                    ‘‘ARTICLE II,’’ ‘‘ARTICLE III,’’                      Incorporation is comprised of several
                                               changes are appropriate because they no                 ‘‘ARTICLE IV,’’ ‘‘ARTICLE V,’’                        documents, including amendments that
                                               longer reflect FICC’s compensation                      ‘‘ARTICLE VI,’’ ‘‘ARTICLE VII,’’ and                  have been made throughout the history
                                               setting procedures. In addition, as noted               ‘‘ARTICLE VIII’’ would be revised to                  of FICC. In order to streamline this
                                               above, references to Chairman of the                    boldfaced text and (ii) each of the article           Certificate of Incorporation into one
                                               Board would be deleted because the                      titles would be revised to boldfaced text             updated document that includes all
                                               Non-Executive Chairman of the Board                     to enhance readability.                               provisions, FICC would restate the
                                               does not receive compensation.                             c. In current Sections 1.1 through 2.11            current Certificate of Incorporation as
                                               Furthermore, the title of this section                  and current Sections 4.1 through 5.4,                 proposed in Exhibit 5C.
                                               would be revised from Compensation of                   the section number and section titles
                                               Officers to Compensation of the                         would be revised to italicized text to be             Proposed Changes to the GSD Rules and
                                               President and Chief Executive Officer                   consistent with current Sections 3.1                  MBSD Rules
                                               because this section would no longer                    through 3.12.                                           FICC proposes to add a section
                                               speak to the compensation of officers                      d. In current Section 1.2 (Special                 entitled ‘‘By-Laws and Restated
                                               other than the President and CEO.                       Meetings), current Section 1.8                        Certificate of Incorporation’’ to each of
                                                                                                       (Presiding Officer and Secretary),                    the GSD Rules and MBSD Rules. This
                                               B. Technical Changes and Corrections                    current Section 2.6 (Meetings), current               section would indicate that the Restated
                                                                                                       Section 3.1 (General Provisions), current             Certificate of Incorporation and the By-
                                                 FICC has identified the following                     Section 3.5 (Powers and Duties of Vice
                                               technical changes and/or corrections                                                                          Laws are incorporated by reference.
                                                                                                       Presidents and Managing Directors),
                                               that it proposes to make to the By-Laws                 current Section 3.6 (Powers and Duties                2. Statutory Basis
                                               to enhance the clarity and readability of               of the Treasurer), current Section 3.12                  Section 17A(b)(3)(A) of the Act
                                               the By-Laws.                                            (Compensation of Officers), and current               requires, among other things, that a
                                               1. Delete Direct Reference to Statutes                  Section 5.1 (Certificates for Shares),                clearing agency is so organized to be
                                               and Statutory Requirements                              conforming grammatical corrections                    able to facilitate the prompt and
                                                                                                       would be made.                                        accurate clearance and settlement of
                                                  FICC would delete direct statutory                      e. Current Section 2.8 (Executive                  securities transactions for which it is
                                               references from the By-Laws as set forth                Committee) through current Section                    responsible.7 FICC believes the (a)
                                               below so that the By-Laws remain                        2.11 (Compensation of and Loans to                    proposed changes to the By-Laws
                                               consistent and accurate despite any                     Directors) would be renumbered to                     described above, (b) restatement of the
                                               changes to a specifically cited statute.                reflect the addition of proposed Section              Certificate of Incorporation, and (c)
                                               FICC believes this proposed change                      2.8 (Non-Executive Chairman of the                    incorporation by reference of the By-
                                               would also provide FICC with a broad                    Board).                                               Laws and the Restated Certificate of
                                               base to act in accordance with relevant                    f. In current Section 2.11                         Incorporation in the GSD Rules and
                                               law without violating the By-Laws and                   (Compensation of and Loans to                         MBSD Rules are consistent with this
                                               thereby also provide FICC with more                     Directors), ‘‘form’’ would be deleted and             provision. Specifically, FICC believes
                                               flexibility. Specifically, FICC proposes                replaced with ‘‘from’’ to correct a                   that the (1) change of title from
                                               to make the following changes to the By-                typographical error.                                  Chairman of the Board to Non-Executive
                                               Laws:                                                      g. Current Section 3.5 (Powers and                 Chairman of the Board and changes to
                                                                                                       Duties of Vice Presidents and Managing                the related powers and duties, (2)
                                                  a. In current Section 1.2 (Special                   Directors) through current Section 3.12               addition of the office of the CEO, the
                                               Meetings), regarding special meetings                   (Compensation of Officers) would be                   combination of the offices of the
                                               for the election of directors, the                      renumbered to reflect the addition of                 President and CEO and changes to the
                                               reference to the provisions of Section                  proposed Section 3.2 (Powers and                      related powers and duties, (3) addition
                                               603 of the New York Business                            Duties of the President and Chief                     of the office of the CFO and deletion of
                                               Corporation Law would be deleted and                    Executive Officer) and proposed Section               the office of the Comptroller, (4) change
                                               the phrase ‘‘or as required by law’’                    3.5 (Powers and Duties of the Chief                   of title from Vice President to Executive
                                               would be added.                                         Financial Officer) and the deletion of                Director and changes to the related
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                                                  b. In current Section 1.4 (Notice of                 current Section 3.2 (Powers and Duties                powers and duties, (5) deletion of the
                                               Meetings), regarding the composition of                 of the Chairman of the Board), current                office of the COO, (6) changes to the
                                               notices for shareholder meetings, the                   Section 3.3 (Powers and Duties of the                 powers and duties of the Board, (7)
                                               reference to the specific provisions and                President), current Section 3.4 (Powers               changes to the powers and duties of
                                               requirements of Section 623 of the New                  and Duties of the Chief Operating                     Managing Directors, (8) changes to the
                                               York Business Corporation Law would                     Officer) and current Section 3.8 (Powers
                                               be deleted.                                             and Duties of the Comptroller).                         7 15   U.S.C. 78q–1(b)(3)(A).



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                                                                          Federal Register / Vol. 83, No. 31 / Wednesday, February 14, 2018 / Notices                                              6659

                                               powers and duties of Vice Chairman of                    documents accurately describe FICC’s                   of the current Certificate of
                                               the Corporation, (9) changes to the                      organizational structure and that such                 Incorporation by simplifying it into one
                                               powers and duties of the Treasurer, and                  organizational documents remain clear,                 document. FICC also believes that
                                               (10) changes to the powers and duties of                 transparent, and consistent. In addition,              incorporating the By-Laws and the
                                               the Assistant Treasurer are designed to                  FICC believes the proposed changes to                  Restated Certificate of Incorporation
                                               facilitate the effective and efficient                   restate the Certificate of Incorporation to            into the GSD Rules and MBSD Rules
                                               governance and operation of FICC and                     simplify this governing document                       would enhance clarity and transparency
                                               accurately reflect FICC’s current Board                  would enhance the clarity,                             as to FICC’s organizational documents
                                               and management structure. FICC also                      transparency, and readability of this                  because these organizational documents
                                               believes the changes to the powers and                   governing document. Therefore, FICC                    would be expressly identified in the
                                               duties of the Board and designated                       believes these proposed changes are                    same document as the MBSD Rules and
                                               officer positions are appropriate and                    consistent with Rule 17Ad–22(e)(1)                     GSD Rules to which members are
                                               aligned with each role. Furthermore,                     because they are designed to ensure that               subject. FICC believes that, taken
                                               these proposed changes are intended to                   FICC’s organizational documents remain                 together, these proposed changes would
                                               promote additional clarity as to the                     well-founded, transparent and                          facilitate the effective and efficient
                                               responsibilities of the Board and certain                enforceable in all relevant                            governance and operation of FICC and
                                               designated officers. FICC believes the                   jurisdictions.9                                        therefore would enable FICC to better
                                               proposed changes to the section                             Rule 17Ad–22(e)(2) requires that FICC               serve its members. As such, FICC
                                               describing the compensation of officers                  establish, implement, maintain and                     believes these proposed changes would
                                               are designed to accurately reflect: (1)                  enforce written policies and procedures                also support the public interest
                                               The process that is followed for setting                 to provide for governance arrangements                 requirements in Section 17A of the Act
                                               compensation pursuant to the                             that, among other things, (1) are clear                (15 U.S.C. 78q–1) applicable to clearing
                                               Compensation Committee Charter and                       and transparent, (2) support the public                agencies, and the objectives of its
                                               (2) that the Non-Executive Chairman of                   interest requirements in Section 17A of                owners and participants. Therefore,
                                               the Board does not receive                               the Act (15 U.S.C. 78q–1) applicable to                FICC believes these proposed rule
                                               compensation and would promote                           clearing agencies, and the objectives of               changes are consistent with Rule 17Ad–
                                               additional clarity as to the setting of                  owners and participants, and (3) specify               22(e)(2) because they are designed to
                                               compensation of the President and CEO                    clear and direct lines of responsibility.10            enhance clarity and transparency in
                                               and Non-Executive Chairman of the                        FICC believes the (a) proposed changes                 FICC’s governance arrangements,
                                               Board. FICC also believes (1) the                        to the By-Laws described above, (b)                    support the public interest requirements
                                               technical changes and corrections to the                 restatement of the Certificate of                      in Section 17A of the Act (15 U.S.C.
                                               By-Laws and (2) the restatement of the                   Incorporation, and (c) incorporation by                78q-1) applicable to clearing agencies,
                                               Certificate of Incorporation into a                      reference of the By-Laws and the                       and the objectives of owners and
                                               simpler document would enhance                           Restated Certificate of Incorporation in               participants, and specify clear and
                                               clarity and transparency in FICC’s                       the GSD Rules and MBSD Rules are                       direct lines of responsibility for various
                                               organizational documents. Similarly,                     designed to be consistent with Rule                    officer positions and the Board within
                                               FICC believes incorporating the By-                      17Ad–22(e)(2).11 Specifically, FICC                    FICC’s organizational structure.12
                                               Laws and the Restated Certificate of                     believes that the proposed changes to
                                                                                                        the By-Laws regarding the titles or                    (B) Clearing Agency’s Statement on
                                               Incorporation into the GSD Rules and
                                                                                                        offices and the related powers and                     Burden on Competition
                                               the MBSD Rules would enhance clarity
                                               and transparency regarding FICC’s                        duties of various officers and the Board                 FICC does not believe that the
                                               organizational documents because these                   would enhance clarity and transparency                 proposed rule change would have any
                                               organizational documents would be                        because they would clearly and                         impact on competition. The proposed
                                               expressly identified in the same                         accurately set forth the organizational                rule change would amend the By-Laws
                                               document as the MBSD Rules and GSD                       structure of FICC, including the roles                 to: (1) Accurately reflect FICC’s
                                               Rules to which members are subject.                      and lines of responsibility of various                 organizational structure and reflect
                                               Therefore, FICC believes these proposed                  officers and the Board. FICC also                      changes to titles or offices and the
                                               changes are consistent with the                          believes the proposed changes relating                 related powers and duties of the Board
                                               requirement that FICC is so organized to                 to the section describing the                          and various designated officers, (2)
                                               facilitate the prompt and accurate                       compensation of officers would enhance                 accurately reflect (a) the process that is
                                               clearance and settlement of securities                   clarity and transparency regarding its                 followed for setting compensation
                                               transactions for which it is responsible.                compensation setting procedures by (1)                 pursuant to the Compensation
                                                  Rule 17Ad–22(e)(1) under the Act                      accurately reflecting the process that is              Committee Charter and (b) that the Non-
                                               requires a covered clearing agency to                    followed pursuant to the Compensation                  Executive Chairman of the Board does
                                               establish, implement, maintain and                       Committee Charter and (2) clarifying                   not receive compensation, and (3)
                                               enforce written policies and procedures                  that the Non-Executive Chairman of the                 enhance the clarity and readability of
                                               reasonably designed to provide for a                     Board does not receive compensation.                   the By-Laws by making technical
                                               well-founded, transparent and                            The proposed technical changes and                     changes and corrections. The proposed
                                               enforceable legal basis for each aspect of               corrections to the By-Laws are also                    change to restate the current Certificate
                                               its activities in all relevant                           designed to enhance the clarity,                       of Incorporation would enhance clarity
                                               jurisdictions.8 FICC believes the (1)                    transparency, and readability of the By-               and transparency by simplifying the
                                               proposed changes to the titles or offices                Laws. In addition, the proposal to                     provisions into one document. The
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                                               and the related powers and duties of the                 restate the current Certificate of                     proposal to incorporate by reference the
                                               Board and certain officers and (2)                       Incorporation is designed to enhance                   By-Laws and the Restated Certificate of
                                               proposed technical changes and                           the clarity, transparency, and readability             Incorporation into the GSD Rules and
                                               corrections to the By-Laws are designed                                                                         the MBSD Rules would further enhance
                                               to ensure that FICC’s organizational                       9 Id.                                                clarity and transparency because these
                                                                                                          10 17    CFR 240.17Ad–22(e)(2).
                                                 8 17   CFR 240.17Ad–22(e)(1).                            11 Id.                                                 12 Id.




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                                               6660                      Federal Register / Vol. 83, No. 31 / Wednesday, February 14, 2018 / Notices

                                               organizational documents would be                       internet website (http://www.sec.gov/                 Collateral and Haircut Policy to
                                               expressly identified in the GSD Rules                   rules/sro.shtml). Copies of the                       incorporate certain changes to the
                                               and the MBSD Rules to which members                     submission, all subsequent                            calculation of absolute collateral limits
                                               are subject. FICC does not believe that                 amendments, all written statements                    for bonds provided as Permitted Cover
                                               this proposal would affect any of its                   with respect to the proposed rule                     by Clearing Members and make certain
                                               current practices regarding the rights or               change that are filed with the                        clarifications and updates and add
                                               obligations of its members. Therefore,                  Commission, and all written                           certain general provisions.3 The
                                               FICC believes that the proposal would                   communications relating to the                        proposed rule change was published for
                                               not have any effect on its members and                  proposed rule change between the                      comment in the Federal Register on
                                               thus, would not have any impact or                      Commission and any person, other than                 November 17, 2017.4 The Commission
                                               burden on competition.                                  those that may be withheld from the                   did not receive comments regarding the
                                                                                                       public in accordance with the                         proposed rule change. On December 27,
                                               (C) Clearing Agency’s Statement on                      provisions of 5 U.S.C. 552, will be                   2017, the Commission designated a
                                               Comments on the Proposed Rule                           available for website viewing and                     longer period for Commission action on
                                               Change Received From Members,                           printing in the Commission’s Public                   the proposed rule change.5 For the
                                               Participants, or Others                                 Reference Room, 100 F Street NE,                      reasons discussed below, the
                                                 FICC has not received any written                     Washington, DC 20549 on official                      Commission is approving the proposed
                                               comments relating to this proposal.                     business days between the hours of                    rule change.
                                               FICC will notify the Commission of any                  10:00 a.m. and 3:00 p.m. Copies of the
                                               written comments received by it.                        filing also will be available for                     II. Description of the Proposed Rule
                                                                                                       inspection and copying at the principal               Change
                                               III. Date of Effectiveness of the
                                                                                                       office of FICC and on DTCC’s website                     The proposed rule change would
                                               Proposed Rule Change, and Timing for
                                                                                                       (http://dtcc.com/legal/sec-rule-                      amend ICE Clear Europe’s Collateral and
                                               Commission Action
                                                                                                       filings.aspx). All comments received                  Haircut Policy to set the absolute
                                                  Within 45 days of the date of                        will be posted without change. Persons                collateral limits for bonds provided as
                                               publication of this notice in the Federal               submitting comments are cautioned that                Permitted Cover by Clearing Members
                                               Register or within such longer period                   we do not redact or edit personal                     so as to more accurately capture the
                                               up to 90 days (i) as the Commission may                 identifying information from comment                  trading liquidity of each bond. The
                                               designate if it finds such longer period                submissions. You should submit only                   proposal would also take into account
                                               to be appropriate and publishes its                     information that you wish to make                     ICE Clear Europe’s committed repo
                                               reasons for so finding or (ii) as to which              available publicly. All submissions                   facilities to permit Clearing Members to
                                               the self- regulatory organization                       should refer to File Number SR–FICC–                  maintain collateral in excess of normal
                                               consents, the Commission will:                          2018–002 and should be submitted on                   absolute limits.6 In addition, the
                                                  (A) by order approve or disapprove                   or before March 7, 2018.                              proposed rule change would revise the
                                               such proposed rule change, or                                                                                 haircut calculation. Finally, the
                                                                                                         For the Commission, by the Division of
                                                  (B) institute proceedings to determine
                                                                                                       Trading and Markets, pursuant to delegated            proposed rule change would update the
                                               whether the proposed rule change                        authority.13                                          Collateral and Haircut Policy to add
                                               should be disapproved.                                  Eduardo A. Aleman,                                    certain general provisions designed to
                                               IV. Solicitation of Comments                            Assistant Secretary.                                  enhance ICE Clear Europe’s governance.
                                                 Interested persons are invited to                     [FR Doc. 2018–02985 Filed 2–13–18; 8:45 am]           These changes are further described
                                               submit written data, views and                          BILLING CODE 8011–01–P                                below.
                                               arguments concerning the foregoing,                                                                              With respect to setting absolute
                                               including whether the proposed rule                                                                           collateral limits for bonds provided as
                                               change is consistent with the Act.                      SECURITIES AND EXCHANGE                               Permitted Cover by Clearing Members,
                                               Comments may be submitted by any of                     COMMISSION                                            ICE Clear Europe proposed to set limits
                                               the following methods:                                  [Release No. 34–82659; File No. SR–ICEEU–             for each bond issuer and collateral type
                                                                                                       2017–011]                                             at 10% of the average daily volume over
                                               Electronic Comments                                                                                           the past three months, rounded to the
                                                 • Use the Commission’s internet                       Self-Regulatory Organizations; ICE                    nearest million.7 The proposed rule
                                               comment form (http://www.sec.gov/                       Clear Europe Limited; Order Approving                 change would also change the
                                               rules/sro.shtml); or                                    Proposed Rule Change Relating to                      underlying data used in the calculation
                                                 • Send an email to rule-comments@                     Amendments to the ICE Clear Europe                    of the absolute limit from a repo survey
                                               sec.gov. Please include File Number SR–                 Collateral and Haircut Policy                         of market participants to actual
                                               FICC–2018–002 on the subject line.                                                                            secondary market trading volume data
                                                                                                       February 8, 2018.
                                                                                                                                                             provided by ICE Data Services, except
                                               Paper Comments                                          I. Introduction                                       where official trading volume data is
                                                 • Send paper comments in triplicate                      On November 2, 2017, ICE Clear
                                               to Secretary, Securities and Exchange                   Europe Limited (‘‘ICE Clear Europe’’)                   3 Capitalized terms used in this order but not

                                               Commission, 100 F Street NE,                            filed with the Securities and Exchange
                                                                                                                                                             defined herein have the same meanings specified in
                                               Washington, DC 20549.                                                                                         the ICE Clear Europe Clearing Rules.
                                                                                                       Commission (‘‘Commission’’), pursuant                   4 Securities Exchange Act Release No. 82063
                                               All submissions should refer to File                    to Section 19(b)(1) of the Securities                 (Nov. 13, 2017), 82 FR 54423 (Nov. 17, 2017) (SR–
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                                               Number SR–FICC–2018–002. This file                      Exchange Act of 1934 (‘‘Act’’),1 and                  ICEEU–2017–011) (‘‘Notice’’).
                                               number should be included on the                        Rule 19b–4 thereunder,2 a proposed rule                 5 Securities Exchange Act Release No. 82405 (Dec.

                                               subject line if email is used. To help the                                                                    27, 2017), 83 FR 181 (Jan. 2, 2018).
                                                                                                       change to modify the ICE Clear Europe                   6 As used herein, the term ‘‘absolute limit’’ refers
                                               Commission process and review your
                                                                                                                                                             to the maximum amount of bonds from an
                                               comments more efficiently, please use                     13 17 CFR 200.30–3(a)(12).                          individual issuer that ICE Clear Europe will accept
                                               only one method. The Commission will                      1 15 U.S.C. 78s(b)(1).                              from a Member Group. See Notice, 82 FR at 54424.
                                               post all comments on the Commission’s                     2 17 CFR 240.19b–4.                                   7 Id.




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Document Created: 2018-02-14 03:59:21
Document Modified: 2018-02-14 03:59:21
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 6654 

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