[Federal Register Volume 87, Number 38 (Friday, February 25, 2022)]
[Notices]
[Pages 10881-10889]
[FR Doc No: 2022-03962]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94283; File No. SR-OCC-2022-002]

Self-Regulatory Organizations; The Options Clearing Corporation;
Notice of Filing of Proposed Rule Change Concerning the Options
Clearing Corporation's Governance Arrangements

February 18, 2022.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Exchange Act'' or ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on February 7, 2022, The Options Clearing
Corporation (``OCC'' or ``Corporation'') 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
primarily by OCC. 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

    This proposed rule change would modify and enhance OCC's governance
arrangements. Specifically, OCC is proposing to amend certain of its
governing documents by: (i) Clarifying that OCC's Public Directors may
not be affiliated with any designated contract market (``DCM'') or
futures commission merchant (``FCM''); (ii) allowing the Board of
Directors (``Board'') to delegate authority to (a) Board-level
committees (``Committees'') to review and approve certain routine
initiatives and policies, as well as to authorize certain regulatory
filings and (b) an OCC Officer to authorize certain regulatory filings
in more limited cases; \3\ (iii) removing the portion of Article XI,
Section 1 of the By-Laws that allows OCC to deem the affirmative vote
or consent of an Exchange Director to be the approval of the
stockholder that elected the Exchange Director for By-Law amendments
that require stockholder consent; and (iv) applying additional
amendments recommended as part of

OCC's annual review of certain governance arrangements.
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    \3\ Under OCC's By-Laws, the Board may elect one or more
officers as it may from time to time determine are required for the
effective management and operation of the Corporation. By-Laws Art.
IV Sec.  1. In addition, the Chairman, Chief Executive Officer and
Chief Operational Officer each may appoint such officers, in
addition to those elected by the Board, and such agents as they each
shall deem necessary or appropriate to carry out the functions
assigned to them. By-Laws Art. IV Sec.  2.
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    Proposed amendments to the By-Laws can be found in Exhibit 5A to
File No. SR-OCC-2022-002. Proposed amendments to the Board of Directors
Charter and Corporate Governance Principles (``Board Charter'') can be
found in Exhibit 5B to File No. SR-OCC-2022-002 Proposed amendments to
OCC's Fitness Standards for Directors, Clearing Members and Others
(``Fitness Standards''), can be found in Exhibit 5C to File No. SR-OCC-
2022-002. Proposed amendments to the Audit Committee Charter (``AC
Charter''), Compensation and Performance Committee (``CPC'') Charter,
Governance and Nominating Committee (``GNC'') Charter, Risk Committee
Charter (``RC Charter''), and Technology Committee Charter (``TC
Charter'') (collectively, ``Committee Charters'') \4\ can be found in
Exhibits 5D to 5H to File No. SR-OCC-2022-002, respectively. Material
proposed to be added to OCC's By-Laws, Fitness Standards, Board
Charter, and Committee Charters, as currently in effect, is marked by
underlining, and material proposed to be deleted is marked with
strikethrough text. All terms with initial capitalization that are not
otherwise defined herein have the same meaning as set forth in the OCC
By-Laws and Rules.\5\
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    \4\ The filing does not propose changes to the Regulatory
Committee Charter.
    \5\ OCC's By-Laws and Rules can be found on OCC's public
website: https://www.theocc.com/Company-Information/Documents-and-Archives/By-Laws-and-Rules.
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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, OCC 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. OCC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of these
statements.

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

(1) Purpose
    This proposed rule change would enhance certain OCC governance
arrangements. Specifically, OCC is proposing to: (i) Amend OCC's By-
Laws, Fitness Standards and Board Charter to clarify that OCC's Public
Directors may not be affiliated with any DCM or FCM; (ii) amend OCC's
By-Laws, Board Charter, and Committee Charters to enable standing
delegation for (a) Committees to review and approve certain routine
initiatives and policies, as well as to authorize certain regulatory
filings and (b) an OCC officer to authorize certain regulatory filings
in more limited cases; (iii) remove the portion of Article XI, Section
1 of the By-Laws that allows OCC to deem the affirmative vote or
consent of an Exchange Director to be the approval of the stockholder
that elected the Exchange Director for By-Law amendments that require
stockholder consent; and (iv) implement other proposed changes to the
Board Charter and Committee Charters arising from annual reviews of
those governing documents.
Public Director Qualifications
    The proposed rule change would amend Sections 6A and 12 of Article
III of the By-Laws, the Fitness Standards adopted by the Board
thereunder, and the Board Charter to codify OCC's practice of
nominating Public Directors who are, in addition to other
qualifications, unaffiliated with DCMs and FCMs. Currently, OCC's By-
Laws and Fitness Standards preclude individuals from serving as Public
Directors who are affiliated with a national securities exchange,
national securities association, or a broker or dealer in
securities.\6\ These restrictions were intended to broaden the mix of
viewpoints and business expertise represented on the Board.\7\
Subsequent to implementing these restrictions, OCC added futures market
clearing memberships and expanded its services to include clearance of
futures and futures options.\8\ While it has been OCC's practice to
nominate Public Directors who are independent from DCMs and FCMs, OCC
believes it is appropriate to codify this practice in its By-Laws,
Fitness Standards, and Board Charter. OCC believes that the proposal to
exclude DCM- or FCM-affiliated Public Directors would serve the same
purpose as those restrictions related to national securities exchanges,
securities associations, and brokers and dealers--namely, to broaden
the mix of viewpoints and business expertise represented on the Board.
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    \6\ See By-Laws Art. III Sec.  6A & Interpretation and Policy
.01.
    \7\ See Securities Exchange Act of 1934 Release (``Exchange Act
Release'') No. 30328 (Jan. 31, 1992), 57 FR 4784 (Feb. 7, 1992)
(File No. SR-OCC-92-2).
    \8\ See Exchange Act Release No. 44434 (June 15, 2001), 66 FR
33283 (June 21, 2001) (File No. SR-OCC-2001-05).
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Delegated Authority
    OCC proposes to amend the Board Charter and Committee Charters to
delegate authority from the Board to Committees to review and approve
certain routine initiatives and policies. In addition, OCC proposes to
amend its By-Laws and Committee Charters to delegate authority to
authorize certain regulatory filings to a Committee or, in limited
cases, an OCC officer. However, as provided under the current Board
Charter, in all instances, the Board would retain the obligation to
oversee such delegated activity.
    While the Board Charter and Committee Charters delegate many
reviews of routine initiatives or policies to Committees, each
Committee often must recommend approval of the initiatives or
amendments to policies to the Board for final approval or seek
delegated authority to approve from the Board on a case-by-case basis.
Currently, all regulatory filings are approved by the Board except for
changes to OCC's fees, for which the Board has delegated authority to
the CPC pursuant to the CPC Charter,\9\ and individual filings that the
Board delegates to a Committee on a case-by-case basis. The current
governance process has several disadvantages, including mandating
numerous matters be brought to the full Board for approval that
otherwise would not occupy the time and attention of the Board. In
addition, requiring Board approval makes it more difficult for OCC to
obtain authorization to file regulatory submissions between regularly
scheduled Board meetings absent a special Board meeting. In practice,
the Board routinely delegates authority to Committees to approve
initiatives, policy changes, and rule filings on a case-by-case basis
when proposed changes are expected to be ready for Board-level review
between regular Board meetings, in part because the Board relies on the
business expertise of the directors appointed to the Committees to
review and approve proposed changes within the scope of each
Committee's responsibilities. The proposal discussed below would create
a framework for standing delegated authority to each Committee for the
review and approval of certain initiatives and policies, as well as to
approve proposed rule changes for

matters within the scope of authority of each Committee. OCC believes
that such delegated authority would reduce the number of matters that
must be brought before the full Board and promote the more efficient
and expeditious filing and implementation of proposed rule changes.
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    \9\ See CPC Charter, available at https://www.theocc.com/about/corporate-information/board-charter (``The Committee is authorized
to review and approve changes in OCC's fees, including authorizing
the filing of regulatory submissions related thereto'').
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    With respect to Committees, the proposal would allow the Board to
delegate authority to each Committee to review and approve certain
initiatives and policies without the need for separate Board approval.
Specifically, OCC would amend the Board Charter and Committee Charters
to allow for delegated authority for the Committees to review and
approve the following initiatives and policies that currently require
Board approval:

------------------------------------------------------------------------
          Committee                     Initiatives and policies
------------------------------------------------------------------------
Audit Committee..............  Evaluation and appointment of an external
                                auditor.
CPC..........................  Review and approval of the:
                                Corporate performance report
                                (formerly the ``Corporate Plan''); and
                                annual budget.
GNC..........................  Review and approval of the:
                                Director Code of Conduct
                                Related Party Transaction Policy
                                Board self-evaluation
                                questionnaire.
Risk Committee...............  Review and approval of:
                                Risk appetites and risk
                                tolerances
                                changes to existing models.
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    Each Committee generally would also have the authority to amend OCC
policies filed with the Commission as rules of the clearing corporation
for matters that are within the scope of the Committee's
responsibilities. With respect to risk management-related policies, OCC
would amend the RC Charter by deleting the provisions requiring the
committee to recommend changes to certain risk-related policies to the
Board for approval--under this proposal, the Risk Committee would be
delegated to authorize such regulatory filings. The Board would retain
its annual review of OCC's risk management policies, procedures and
systems, as required by Rule 17Ad-22(e)(3)(i),\10\ but would delegate
authority to approve intra-year changes to such policies and procedures
to the Risk Committee. Delegated authority would not extend to the
authorization of rule changes that would affect OCC policies for which
the Board has determined to retain oversight. The Board would retain
the authority to revoke delegated authority and limit or modify the
scope of such delegated authority, either in whole or in part, by Board
resolution.
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    \10\ 17 CFR 240.17Ad-22(e)(3)(i).
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    OCC would also amend the Committee Charters to include among each
Committee's functions and responsibilities the authorization of
regulatory submissions within the scope of the functions and
responsibilities delegated to the Committee.\11\ OCC would also amend
Article XI, Section 2 of the By-Laws to allow the Board to delegate
authority to Committees to authorize the filing of proposed amendments
to OCC's Rules. Board approval would continue to be required for
filings that would amend By-Laws or Rules that require a supermajority
vote of the Board to amend pursuant to Article XI, Section 2 of the By-
Laws.
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    \11\ The Risk Committee Charter currently grants the Risk
Committee authority to ``authorize the filing of regulatory
submissions pursuant to'' the performance of the responsibilities
and functions that the Board shall delegate to the Risk Committee
from time to time. See Risk Committee Charter, available at https://www.theocc.com/about/corporate-information/board-charter.
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    The proposed changes would also allow the Board to delegate
authority to an OCC officer to make certain regulatory filings. Such
delegated authority would help OCC to more efficiently revise its Rules
and rule-filed policies to improve their clarity and ensure their
consistency. Factors the Board would consider in delegating such
authority to an officer include, but are not limited to, the
responsibilities and expertise of the officer to whom authority would
be delegated and any limitations on the scope of the delegated
authority, including limitations to the subject matter, materiality of
the changes, the regulatory approval process required to implement the
amendments, and the manner in which the officer must notify the Board
or a Committee about filings approved pursuant to such authority. These
factors are identified in proposed amendments to the Board Charter. To
facilitate this delegated authority, OCC would also amend Section 2 of
Article XI of the By-Laws to allow the Board to delegate authority to
an officer to authorize regulatory filings that would amend OCC's
Rules. OCC anticipates that when implemented, the Board shall delegate
authority to the Chief Legal Officer and Chief Regulatory Counsel to
authorize regulatory filings that (1) may be filed for immediate
effectiveness pursuant to Section 19(b)(3) of the Securities Exchange
Act of 1934, as amended (``Exchange Act''),\12\ and (2) proposed rule
changes that the Chief Legal Officer or Chief Regulatory Counsel
determines in his or her discretion constitute clarifications,
corrections or minor changes, in each case other than filings that
would amend OCC's By-Laws, Rules that require a supermajority vote of
the Board to amend pursuant to Article XI, Section 2 of the By-Laws, or
rule-filed policies for which the Board has retained oversight vis-
[agrave]-vis the Committees. In addition, OCC anticipates that when
implemented, the Board's delegation of authority will be conditioned on
the officers notifying the Board of regulatory filings approved by
delegated authority at the next regularly scheduled Board meeting. OCC
expects to implement procedures to ensure the Board is so notified.\13\
Based on the factors identified above, OCC believes that the Chief
Legal Officer and Chief Regulatory Officer have the appropriate
responsibility and expertise to identify matters suitable for delegated
approval based on the limits imposed with respect to the method of
filing the proposed changes under the Exchange Act and the materiality
of the proposed changes, and that the obligation to report matters
approved pursuant to such authority at the next regular Board meeting
will provide the Board with appropriate notice to exercise its
oversight function.
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    \12\ 15 U.S.C. 78q-1.
    \13\ See Confidential Exhibit 3 to File No. SR-OCC-2022-002
(anticipated changes to OCC procedures concerning internal approvals
for regulatory filings).
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By-Law Article XI
    OCC is proposing to amend Article XI of the By-Laws to remove the
provision

that allows OCC to treat an Exchange Director's vote as the consent of
the stockholder who elected the Exchange Director for those amendments
to the By-Laws that require stockholder consent. That provision
codified a long-standing understanding between OCC and the stockholders
to consider the affirmative vote of each Exchange Director as the
approval of the stockholder.\14\ To avoid potential conflicts between
an Exchange Director's fiduciary duty as a director and the Exchange
Director's fiduciary duty to the stockholder, the By-Laws provide that
an Exchange Director may disclaim such stockholder consent.\15\ It is
OCC's current practice to obtain written consent from the stockholders
for all matters that require such consent. This proposed rule change
would eliminate the outdated authority in OCC's By-Laws to impute an
Exchange Director's vote to constitute stockholder consent and better
reflect current practice.
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    \14\ See Exchange Act Release No. 43630 (Nov. 28, 2000), 65 FR
75991 (Dec. 5, 2000) (File No. SR-OCC-00-05).
    \15\ Id.
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Other Amendments to the Board Charter and Corporate Charters
    The proposed change would make other housekeeping amendments to the
Board Charter and Committee Charters arising from the annual review of
OCC's governance arrangements. These proposed amendments are intended
to increase consistency across OCC's governance arrangements and to
make other conforming changes to improve their clarity and
transparency.
Board Charter
    This proposed rule change would amend the Board Charter by
clarifying that the Board has delegated to Committees the ``oversight''
of specific risks, not the ``management'' of those risks. This proposed
change better aligns the Board Charter with the Committee Charters and
better distinguishes responsibilities of the Board, Committees, and
management. The Board Charter would also be amended to replace
reference to ``senior management'' or management in instances where
referring to OCC's Management Committee would more clearly delineate
OCC's governance structure. The proposed change would also amend the
discussion of the Board's mission to more accurately reflect that OCC's
services to the industry are not limited to clearance and
settlement.\16\ The amendments would also clarify that the Board
approves ``material,'' rather than ``major,'' changes in auditing and
accounting principles and practices. This proposed change would align
the Board Charter with language in the AC Charter.
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    \16\ For example, OCC provides thought leadership and education
to market participants and the public about the prudent use of
products that OCC clears.
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    The proposed change would also amend provisions governing the
composition of the Board and the Risk Committees to reflect OCC's
belief that strong and transparent governance with robust member input
on relevant risk issues is necessary to provide effective risk
management, consistent with OCC's current practice. Proposed changes to
the Board Charter and RC Charter would codify that one of the factors
OCC considers when nominating Directors to the Board and Risk Committee
is to obtain input from a broad array of market participants on risk
management issues. This amendment would align the Board Charter and RC
Charter with the By-Laws, which require significant Clearing Member
representation on the Board.\17\ OCC believes this proposed change is
consistent with the recommendation made by certain market participants
that central counterparties like OCC have governance practices in place
that obtain and address input from a broader array of market
participants on risk issues.\18\
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    \17\ See By-Law Art. III Sec.  1 (providing for nine Member
Directors on the Board).
    \18\ See Optimizing Incentives, Resilience and Stability in
Central Counterparty Clearing: Perspective on CCP Issues from a
Utility Model Clearinghouse at 7-8, available at https://www.theocc.com/Newsroom/Insights/2020/09-22-Optimizing-Incentives,-Resilience-and-Stabil.
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    In addition, the proposed changes would amend the Board Charter to
provide for a minimum of four meetings per year, rather than five. This
proposed change would align the Board Charter with the Committee
Charters, which generally require at least four meetings each year. The
proposed changes would also modify the attendance guidelines to provide
that attendance telephonically or by videoconference for meetings
scheduled for in-person attendance is discouraged. This proposed change
conforms with the current Director Code of Conduct and would be applied
to each of the Committee Charters.
    The proposed changes would also revise the description of the
Conflict of Interest Policy. Specifically, OCC would streamline the
discussion by defining ``conflict of interest'' to include actual,
potential or apparent conflicts of interest. Accordingly, OCC would
remove references to ``potential'' conflicts of interests or matters
that may ``be reasonably perceived by others to raise questions about
potential conflicts of interest'' because potential or apparent
conflicts of interest would now be subsumed by the defined term. These
changes would align the Board Charter with the current Director Code of
Conduct, which employs the same defined term. The Board Charter's
discussion of ethics and conflicts of interest would also be amended to
reflect the full title of the Director Code of Conduct and the
corporate title for OCC's general counsel. In addition, the Board
Charter would be updated to clarify that an Exchange Director's, Member
Director's, or Public Director's qualification as independent for
purposes of service on the Audit Committee is subject to the assessment
of the Board and GNC for other disqualifying material relationships, as
provided by the current Board Charter.
    The proposed changes would also apply other administrative changes
to remove unnecessary verbiage to certain provisions to enhance the
clarity and concision of the Board Charter.\19\
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    \19\ Specifically, OCC is proposing to remove unnecessary words
and phrases, or otherwise modify verbiage by: Under the ``Mission of
the Board'' heading, in the tenth bulleted item describing the
Board's oversight role, removing ``such officer'' from ``approving
the compensation of each such officer''; under the ``Board Issues''
heading and ``Membership'' subheading: In the first paragraph of the
``Selection of Member Directs and Public Directors'' section,
removing ``in order'' in ``retain a search firm in order to assist
[the GNC] in these efforts''; in the second paragraph of the same
section, replacing ``such annual meeting'' with ``the annual
meeting,'' deleting ``as in effect from time to time'' from ``the
Director Nomination Procedure as in effect from time to time,'' and
deleting the introductory clause beginning the sentence, ``With
respect to Member Directors''; in the ``Member Directors Changing
Their Employment'' paragraph of the ``Retirement'' section, deleting
``with respect thereto'' and ``requirements of the'' in ``the [GNC]
. . . shall recommend to the Board any action to be taken with
respect thereto, consistent with the requirements of the By-Laws
concerning the continued eligibility of such person to remain a
Member Director;'' under the ``Board Issues'' heading and
``Conduct'' subheading, the second paragraph of ``Distribution of
Materials; Board Presentations'' in the ``Board Meetings'' section,
replacing ``summaries/slides of presentations'' with ``materials'';
and under the ``Management Structure, Evaluation and Succession''
heading and ``Management Structure'' section, deleting ``what is
in'' in the phrase ``the specific needs of the business and what is
in the best interest of OCC and the market participants it serves.''
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AC Charter
    The Audit Committee assists the Board in overseeing OCC's financial
reporting process, OCC's system of internal control, OCC's auditing
process, OCC's process for monitoring compliance with applicable laws
and

regulation, and OCC's compliance and legal risks.\20\ The proposed rule
change would amend the discussion of the Audit Committee's functions
and responsibilities by adding the Audit Committee's oversight of
management's responsibility to ``measure'' compliance and legal risks
to conform with the Board Charter, which provides that the Board
oversees OCC's processes and frameworks for comprehensively managing
such risks. In addition, the proposed changes would provide that the
Audit Committee recommends material changes in accounting principles
and practices for Board approval, which aligns with the provision in
the Board Charter providing that the Board oversees OCC's financial
reporting, internal and external auditing, and accounting and
compliance processes, including the approval of such major (i.e.,
material) changes.
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    \20\ See AC Charter, available at https://www.theocc.com/about/corporate-information/board-charter.
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    OCC is also proposing to update the cadence of certain Audit
Committee reviews to reflect that the Audit Committee shall conduct the
review each regular meeting. The current AC Charter contemplates that
the Audit Committee shall conduct certain reviews quarterly based on
the assumption that regular meetings will occur quarterly. While it is
generally the case that regular meetings are scheduled each quarter,
the proposed change would avoid the need to call special meetings to
address items on a quarterly cadence if a regularly scheduled meeting
happens to fall at the beginning of the next quarter or the end of the
last quarter. The cadence of reviews for other certain reports
described as ``periodic'' or occurring ``regularly'' would also be
amended to reflect that that the review is conducted at each regular
meeting of the Audit Committee. Similar changes would be made to the
CPC Charter and TC Charter.
    OCC is also proposing certain administrative edits to the AC
Charter. Reference to the Audit Committee's review of the ``Compliance
Policy'' would be changed to the ``Compliance Risk Policy'' to align
with the current title of that policy. The proposed change would also
modify reference to the General Counsel to reflect that the General
Counsel is OCC's Chief Legal Officer. In addition, the proposed change
would clarify that in the section addressing competencies of Audit
Committee members, ``working familiarity with basic finance and
accounting practices'' means ``financial literacy.'' The proposed
changes would also remove unnecessary verbiage or otherwise modify the
verbiage in certain provisions to enhance the clarity, concision and
consistency of the AC Charter with other Committee Charters.\21\
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    \21\ Specifically, OCC is proposing to remove unnecessary words
and phrases or otherwise modify verbiage by: Under the ``Membership
and Organization'' section, (i) in the first paragraph of the
``Composition'' section, abbreviating ``Board of Directors'' and
removing extraneous references to the ``full'' Board and ``full
Committee membership,'' and (ii) in the first paragraph of the
``Meetings'' section, replacing ``The Committee will'' with ``The
Committee shall'' for consistency with the language of similar
requirements; and under the ``Functions and Responsibilities''
section, in the ninth bulleted item concerning the Audit Committee's
functions and responsibilities in discharging is oversight role,
replacing ``at least once in a calendar year'' with ``at least once
every calendar year.''
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CPC Charter
    The Board established the CPC to assist the Board in overseeing
general business, regulatory capital, investment, corporate planning,
and compensation and human capital risks, as well as executive
management succession planning and performance assessment.\22\
Consistent with the proposed change to the AC Charter, this proposed
rule change would amend the CPC Charter by adding the CPC's oversight
of management's responsibility to ``measure'' general business risks,
including as they relate to OCC's corporate performance report
(formerly the ``Corporate Plan'') and corporate budget, capital
requirements, human capital, compensation and benefit programs,
management succession planning and management performance assessment
processes, arising from OCC's business activities in light of OCC's
role as a systemically important financial market utility, to conform
with similar language in the Board Charter. With respect to oversight
of OCC's human resources programs, the proposed changes would amend the
CPC Charter to reflect the CPC's oversight of OCC's diversity, equity
and inclusion efforts. OCC believes this change reflects OCC's
commitment to recruit, retain and develop high performing, talented and
engaged colleagues with diverse backgrounds and perspectives, to
nurture an environment where colleagues with varied backgrounds feel
included and valued, and to encourage diversity of thought,
experiences, and perspectives to develop innovative solutions.
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    \22\ See CPC Charter, available at https://www.theocc.com/about/corporate-information/board-charter.
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    OCC is also proposing certain administrative edits to the CPC
Charter. Specifically, OCC would amend the CPC Charter by removing
gendered pronouns that assume the Chairman and Chief Executive Officer
necessarily will be individuals who identify as male. Similar changes
would be applied to the Board Charter and AC Charter. The proposed
changes would also provide for CPC oversight of OCC's succession
planning for ``critical roles,'' in alignment with terminology in OCC's
policies and procedures that address succession planning. In addition,
references to the ``Corporate Plan'' would be replaced with references
to the ``corporate performance report,'' which better describes the
initiative by which the CPC assesses OCC's performance against its
corporate goals.
    The proposed changes would also include administrative changes by
removing unnecessary verbiage or otherwise modifying the verbiage in
certain provisions to enhance the clarity and concision, and
consistency of the CPC Charter with other Committee Charters.\23\
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    \23\ Specifically, OCC is proposing to remove unnecessary words,
phrases or punctuation, or otherwise modify verbiage by: In the
``Membership and Organization'' section, (i) in the first paragraph
of the ``Composition'' section, replacing ``The Committee shall
consist of'' with ``The Committee shall be comprised of''; and (ii)
in the first paragraph of the ``Meetings'' section, replacing ``The
Committee will'' with ``The Committee shall'' and deleting ``is'' in
the phrase ``as is necessary''; in the ``Authority'' section and
``Scope'' subsection, correcting a reference to ``employees of the
OCC,'' which should be ``employees of OCC;'' for the bulleted items
discussing the CPC's functions and responsibilities in discharging
its oversight role in the ``Functions and Responsibilities''
section: in the fifth bulleted item, deleting the phrase ``with
respect thereto''; in the eighth bulleted item replacing ``For each
calendar year'' with ``Each calendar year''; and fifteenth bulleted
item, replacing ``every two years'' with ``every two calendar
years.''
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GNC Charter
    The Board established the GNC to assist the Board in overseeing
OCC's corporate governance processes, including assessing the clarity
and transparency of OCC's governance arrangements, establishing the
qualifications necessary for Board service to ensure that the Board is
able to discharge its duties and responsibilities, identifying and
recommending to the Board candidates eligible for service as Public
Directors and Member Directors, and resolving certain conflicts of
interests.\24\ The proposed changes to the GNC Charter would clarify
the Board's expectation that the GNC assist the Board in

reviewing and proposing changes to the Board Charter.
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    \24\ See GNC Charter, available at https://www.theocc.com/about/corporate-information/board-charter.
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    The proposed changes would also include administrative changes by
removing unnecessary verbiage or otherwise modifying the verbiage in
certain provisions to enhance the clarity, concision, and consistency
of the GNC Charter with other Committee Charters.\25\
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    \25\ Specifically, OCC is proposing to remove unnecessary words
and phrases, or otherwise modify verbiage by: Under the ``Membership
and Organization'' section, in the first paragraph of the
``Composition'' section, (i) replacing ``The Committee will be
composed'' with ``The Committee shall be comprised,'' (ii) inserting
``at least'' before the required number of Exchange Director and
Member Director membership on the GNC, and (iii) replacing ``The
Committee Chair will be designated by the Board from among the
Public Director Committee members'' with ``The Chair shall be a
Public Director''; and for the bulleted items discussing the GNC's
functions and responsibilities in discharging its oversight role in
the ``Functions and Responsibilities'' section: in the eleventh
bulleted item, replacing ``For each calendar year'' with ``Each
calendar year''; and in the thirteenth bulleted item, replacing
``the manner in which'' with ``how.''
---------------------------------------------------------------------------

RC Charter
    The Board established the Risk Committee to assist the Board in
overseeing OCC's financial, collateral, risk model and third-party risk
management processes, among other responsibilities.\26\ Consistent with
the foregoing Committee Charter changes, this proposed rule change
would amend the RC Charter by adding the committee's oversight of
management's responsibility to ``measure'' these risks arising from
OCC's business activities in light of OCC's role as a systemically
important financial market utility, which conforms with similar
language in the Board Charter. The proposed rule change would also
change the minimum number of meetings from six to four to align with
the other Committee charters that require a minimum of four meetings
each year. In addition, the proposed rule change would consolidate
discussion of the Risk Committee's functions and responsibilities with
respect to oversight and annual review of OCC's management of liquidity
risks and the adequacy of OCC's committed liquidity facilities. This
change would streamline the RC Charter's discussion of liquidity risks.
OCC would also amend the RC Charter to provide that the Risk Committee
shall review and have the authority to approve at least once every
twelve months OCC's risk appetites and risk tolerances, consistent with
the Board's delegation of authority for such routine reviews and
approvals, discussed above.
---------------------------------------------------------------------------

    \26\ See RC Charter, available at https://www.theocc.com/about/corporate-information/board-charter.
---------------------------------------------------------------------------

    OCC also proposes certain administrative changes to the RC Charter,
including (i) to specify that the Risk Committee recommends changes to
OCC's Recovery and Orderly Wind-Down Plan ``for approval,'' consistent
with language used with respect to policies for which the Board has
retained oversight with respect to amendments; and (ii) to replace
``examinations'' with ``audits'' in the description of the Risk
Committee's oversight of internal or external audits of OCC's
financial, collateral, risk model and third party risk management
processes, consistent with the use of the term ``audit'' elsewhere in
that description.
TC Charter
    The Board established the Technology Committee to assist the Board
in overseeing OCC's information technology (``IT'') strategy and other
company-wide operational capabilities.\27\ Consistent with the
foregoing Committee Charter changes, this proposed rule change would
amend the TC Charter by adding the Technology Committee's oversight of
management's responsibility to ``measure'' IT and other operational
risks arising from OCC's business activities in light of OCC's role as
a systemically important financial market utility to conform with
similar language in the Board Charter. The proposed rule change would
also amend the TC Charter to reflect the Technology Committee's current
practice of overseeing all security risks, not just information
security risks. The proposed changes would also include administrative
changes by removing unnecessary verbiage or otherwise modify the
verbiage in certain provisions to enhance the clarity and concision of
the TC Charter.\28\
---------------------------------------------------------------------------

    \27\ See TC Charter, available at https://www.theocc.com/about/corporate-information/board-charter.
    \28\ Specifically, OCC is proposing to remove unnecessary words
and phrases, or otherwise modify verbiage by replacing ``The
Committee will'' with ``The Committee shall,'' and deleting ``is''
in the phrase ``as is necessary'' in the first paragraph of the
``Meetings'' subsection of the ``Membership and Organization''
section.
---------------------------------------------------------------------------

(2) Statutory Basis
    OCC believes that the proposed rule change is consistent with
Section 17A of the Exchange Act,\29\ and the rules thereunder
applicable to OCC. Specifically, Section 17A(b)(3)(F) of the Exchange
Act requires, among other things, that OCC's rules be designed to
promote the prompt and accurate clearance and settlement of securities
and derivatives transactions and protect investors and the public
interest.\30\ In turn, Rule 17Ad-22(e)(2) under the Exchange Act \31\
requires that OCC establish, implement, maintain and enforce written
policies and procedures reasonably designed to provide for governance
arrangements that, among other things, are clear and transparent,
clearly prioritize safety and efficiency, support the public interest
and the objectives of owners and participants, specify clear and direct
lines of responsibility, and consider the interests of other relevant
stakeholders. OCC believes the proposed changes discussed above are
consistent with Section 17A(b)(3)(F) of the Exchange Act and Rule 17Ad-
22(e)(2) for the reasons discussed below.
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 78q-1.
    \30\ 15 U.S.C. 78q-1(b)(3)(F).
    \31\ 17 CFR 240.17Ad-22(e)(2).
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Public Director Qualifications
    OCC believes the proposed changes to codify OCC's practice of
nominating Public Directors who are unaffiliated with DCMs and FCMs are
consistent with Section 17A(b)(3)(F) of the Exchange Act.\32\ Excluding
persons affiliated with a DCM or FCM from servicing as Public Directors
would serve the same purpose as the current limitations for persons
affiliated with national securities exchanges, securities associations,
and brokers and dealers--namely, to broaden the mix of viewpoints and
business expertise represented on the Board. As the Commission has
recognized, diversity within organizations confers many benefits,
including to improve decision-making and innovation.\33\ As the
governing body responsible for the oversight of OCC's activities, such
benefits of diversity would aid the Board in exercising its oversight
of OCC's clearance and settlement functions to ensure that they are
prompt and accurate and that they are structured to protect investors
and promote the public interest. Amending OCC's governance arrangements
to reflect OCC's current practice also provides better clarity and
transparency for the general public into OCC's governance arrangements,
thereby promoting the public interest. Accordingly, the proposed change
is designed, in general, to promote the prompt and accurate clearance
and settlement of securities transactions and

protect investors and the public interest in accordance with Section
17A(b)(3)(F) of the Exchange Act.\34\
---------------------------------------------------------------------------

    \32\ 15 U.S.C. 78q-1(b)(3)(F).
    \33\ See SEC, Diversity and Inclusion Strategic Plan: Fiscal
Years 2020-2022, available at https://www.sec.gov/files/2020_Diversity_and_Inclusion_Strategic_Plan.pdf.
    \34\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

    In addition, OCC believes that proposed changes to Article III,
Section 6A are consistent with Rule 17Ad-22(e)(2)(i) and (vi).\35\ The
Commission has stated that while there may be several ways to comply
with Rule 17Ad-22(e)(2), a covered clearing agency governance
arrangements generally should consider ``whether the major decisions of
the covered clearing agency reflect appropriately the legitimate
interests of its direct and indirect participants and other relevant
stakeholders.'' \36\ Promoting diversity of viewpoints among OCC's
Public Directors outside those already represented on the Board through
Exchange and Member Directors helps to ensure that the Board's
decisions consider the interests of OCC's direct and indirect
participants. Codifying OCC's current practice into its governance
arrangements also help ensure that OCC's governance arrangements are
clear and transparent. Accordingly, the proposed changes are reasonably
designed to be clear and transparent, support the public interest, and
consider the interests of relevant stakeholders, in accordance with
Rule 17Ad-22(e)(2)(i) and (vi).\37\
---------------------------------------------------------------------------

    \35\ 17 CFR 240.17Ad-22(e)(2)(i), (vi).
    \36\ Exchange Act Release No. 93102 (Sept. 22, 2021), 86 FR
53718, 53722 (Sept. 28, 2021) (SR-OCC-2021-007).
    \37\ Id.
---------------------------------------------------------------------------

Delegated Authority
    OCC believes the proposed changes to establish a framework for
delegated authority are consistent with Section 17A(b)(3)(F) of the
Exchange Act.\38\ OCC's rules are the foundation for OCC's clearance
and settlement activities and, per the Exchange Act, must be designed
to ensure the prompt and accurate clearance and settlement of
securities transactions and protect the public interest. Establishing a
clear and transparent framework for the efficient delegation of
authority from the Board to Committees and officers to approve changes
to those rules would facilitate their maintenance and administration,
helping to ensure that such rules are capable of facilitating the
prompt and accurate clearance and settlement of securities transactions
and removing potential impediments thereto. In addition, other clearing
agencies have implemented similar delegated authority frameworks.\39\
Accordingly, OCC believes the proposed change is designed, in general,
to promote the prompt and accurate clearance and settlement of
securities transactions and protect the public interest.
---------------------------------------------------------------------------

    \38\ 15 U.S.C. 78q-1(b)(3)(F).
    \39\ See Exchange Act Release No. 84458 (Oct. 19, 2018), 83 FR
53925 (Oct. 25, 2018) (File Nos. SR-DTC-2018-09; SR-FICC-2018-010;
SR-NSCC-2018-009) (implementing a similar framework for rule filings
by delegated authority for the Depository Trust Company, the Fixed
Income Clearing Corporation, and the National Securities Clearing
Corporation).
---------------------------------------------------------------------------

    In addition, OCC believes the proposed changes to facilitate
delegated authority are consistent with Rule 17Ad-22(e)(2).\40\
Delegated authority would reduce the number of matters that must be
brought before the full Board and promote the more efficient and
expeditious filing and implementation of proposed rule changes. With
respect to Committees, authority to review and approve certain
initiatives and policies, or direct certain regulatory filings, would
reside with the applicable Committee that has oversight authority over
the subject matter for which the initiatives, policies and proposed
changes are associated. OCC believes standing delegated authority to
Committees allows for the more efficient operation of OCC for matters
that the Board routinely delegates to Committees on a case-by-case
basis. With respect to authority delegated to OCC officers, the
proposed change would allow the more efficient and expeditious filing
of rule filings by authorizing changes to OCC's Rules or rule-filed
policies, as the Board may from time to time delegate such authority to
such officers. In addition, amending OCC's governance arrangements to
facilitate this delegation framework would promote the clarity and
transparency of OCC's governance arrangements and ensure that lines of
responsibility remain clear and direct, including by amending OCC's By-
Laws to allow the Board from time to time to delegate authority to
Committees or officers to modify OCC's Rules, amending the Board
Charter Committee Charters to identify the matters delegated to
Committees, and amending the Board Charter to articulating the factors
the Board would consider in delegating authority to an officer. The
specific authority employed for a particular rule change would be made
apparent in OCC's regulatory filings, which describe how OCC has
completed the required actions under its governance arrangements with
respect to the filing.\41\ Accordingly, OCC believes that these
proposed changes are reasonably designed to provide for governance
arrangements that are clear and transparent, prioritize safety and
efficiency, and specify clear and direct lines of responsibility, in
accordance with Rule 17Ad-22(e)(2).\42\
---------------------------------------------------------------------------

    \40\ 17 CFR 240.17Ad-22(e)(2).
    \41\ See Form 19b-4 at ``Procedures of the Self-Regulatory
Organization,'' available at https://www.sec.gov/files/form19b-4.pdf.
    \42\ Id.
---------------------------------------------------------------------------

Amendment to By-Law Article XI
    OCC believes the proposed change to Article XI of OCC's By-Laws is
consistent with Section 17A(b)(3)(F) of the Exchange Act.\43\ Article
XI governs amendments to OCC's By-Laws and Rules designed to, among
other things, promote the prompt and accurate clearance and settlement
of securities transactions and, in general, protect investors and the
public interest. The proposed amendment will improve the clarity and
transparency of the process for amending OCC's By-Laws and Rules by
reflecting OCC's current practice of obtaining written stockholder
consents for all By-Law amendments that require them, rather than
treating an Exchange Director's vote as consent of the stockholder who
elected the Exchange Director. OCC believes improving the clarity and
transparency of the process for amending its By-Laws and Rules, which
are central to OCC's clearance and settlement activities, will, in
turn, promote the accurate clearance and settlement of securities
transactions and, in general, to protect investors and the public
interest in accordance with Section 17A(b)(3)(F) of the Exchange
Act.\44\
---------------------------------------------------------------------------

    \43\ 15 U.S.C. 78q-1(b)(3)(F).
    \44\ Id.
---------------------------------------------------------------------------

    In addition, OCC believes the proposed change to Article XI is
consistent with Rule 17Ad-22(e)(2).\45\ By conforming the By-Laws to
reflect current practice, the proposed change would promote the clarity
and transparency of OCC's governance arrangements and ensure that OCC's
lines of responsibility, vis-[agrave]-vis its stockholders, are clear
and direct. Accordingly, OCC believes that these proposed changes are
reasonably designed to provide for governance arrangements that are
clear and transparent, and specify clear and direct lines of
responsibility, in accordance with Rule 17Ad-22(e)(2).\46\
---------------------------------------------------------------------------

    \45\ 17 CFR 240.17Ad-22(e)(2).
    \46\ Id.
---------------------------------------------------------------------------

Other Amendments to the Board Charter and Committee Charters
    OCC believes the proposed changes to the Board Charter and
Committee Charters to apply recommendations made as part of OCC's
annual review of those governance arrangements are consistent with
Section 17A(b)(3)(F) of

the Exchange Act.\47\ The Board Charter and Committee Charters are
governance arrangements that are designed to promote the prompt and
accurate clearance and settlement of securities transactions and, in
general, protect investors and the public interest by governing the
Board and Committee's oversight of OCC's provision of clearance and
settlement services. Updating the charters to reflect the Board's
determination as to how the Board, Committees and OCC's management
should interact will enhance the effectiveness of the Board and
Committee's oversight of OCC's clearance and settlement services.
Accordingly, OCC believes the proposed changes are designed promote the
accurate clearance and settlement of securities transactions and, in
general, to protect investors and the public interest in accordance
with Section 17A(b)(3)(F) of the Exchange Act.\48\
---------------------------------------------------------------------------

    \47\ 15 U.S.C. 78q-1(b)(3)(F).
    \48\ Id.
---------------------------------------------------------------------------

    In addition, for the reasons described below, OCC believes these
proposed amendments increase consistency, accuracy, and transparency
across these documents, consistent Rule 17Ad-22(e)(2); \49\
---------------------------------------------------------------------------

    \49\ 17 CFR 240.17Ad-22(e)(2).
---------------------------------------------------------------------------

     Amendments to the Board Charter would better align the
Board Charter with the Committee Charters and better distinguish
responsibilities of the Board, Committees, and management by clarifying
that the Board has delegated to Committees the ``oversight'' of
specific risks, not the ``management'' of those risks, consistent with
Rule 17Ad-22(e)(2), which requires, in part, that OCC's governance
arrangements specify clear and direct lines of responsibility.\50\
---------------------------------------------------------------------------

    \50\ 17 CFR 240.17Ad-22(e)(2)(i).
---------------------------------------------------------------------------

     Further amendments to the Board Charter would replace
references to ``senior management'' or ``management'' in instances
where a reference to OCC's Management Committee would more clearly
delineate OCC's governance structure, consistent with Rule 17Ad-
22(e)(2), which requires, in part, that OCC's governance arrangements
specify clear and direct lines of responsibility.\51\
---------------------------------------------------------------------------

    \51\ Id.
---------------------------------------------------------------------------

     Further amendments to the Board Charter and RC Charter
would codify that one of the factors OCC considers when nominating
Directors to the Board and Risk Committee is to obtain input from a
broad array of market participants, consistent with Rule 17Ad-22(e)(2),
which requires, in part, that OCC's governance arrangements support the
objectives of participants and consider the interests of other relevant
stakeholders.\52\
---------------------------------------------------------------------------

    \52\ 17 CFR 240.17Ad-22(e)(2)(iii), (vi).
---------------------------------------------------------------------------

     Further amendments to the Board Charter and Committee
Charters would align with the current Director Code of Conduct by (1)
modifying the attendance guidelines to provide that attendance
telephonically or by videoconference for meetings scheduled for in-
person attendance is discouraged and (2) in the case of the Board
Charter, revising the description of the Conflict of Interest Policy,
consistent with Rule 17Ad-22(e)(2), which requires, in part, that OCC's
governance arrangements be clear and transparent.\53\
---------------------------------------------------------------------------

    \53\ 17 CFR 240.17Ad-22(e)(2)(v).
---------------------------------------------------------------------------

     Amendments to the AC Charter, CPC Charter, RC Charter, and
TC Charter to align with language in the Board Charter would clarify
each Committee's oversight of management's responsibility to
``measure'' the risks within the scope of those risks that the Board
has charged each Committee to assist the Board in overseeing,
consistent with Rule 17Ad-22(e)(2), which requires, in part, that OCC's
governance arrangements be clear and transparent and specify clear and
direct lines of responsibility.\54\
---------------------------------------------------------------------------

    \54\ 17 CFR 240.17Ad-22(e)(2)(i), (v).
---------------------------------------------------------------------------

     Amendments to the Board Charter and RC Charter would align
with other Committee Charters in providing for a minimum of four
meetings per year, consistent with Rule 17Ad-22(e)(2), which requires,
in part, that OCC's governance arrangements be clear and
transparent.\55\
---------------------------------------------------------------------------

    \55\ 17 CFR 240.17Ad-22(e)(2)(i).
---------------------------------------------------------------------------

     Amendments to the AC Charter, CPC Charter, and TC Charter
would align the cadence of certain reviews by and reports to those
committees with each regularly scheduled meeting, regardless of whether
regularly scheduled meetings occur within each fiscal quarter,
consistent with Rule 17Ad-22(e)(2), which requires, in part, that OCC's
governance arrangements be clear and transparent and specify clear and
direct lines of responsibility.\56\
---------------------------------------------------------------------------

    \56\ 17 CFR 240.17Ad-22(e)(2)(i), (v).
---------------------------------------------------------------------------

     Amendments to the AC Charter to clarify that the Audit
Committee recommends such material changes for Board approval would
better delineate the responsibilities between the Board and AC Charter,
consistent with Rule 17Ad-22(e)(2), which requires, in part, that OCC's
governance arrangements specify clear and direct lines of
responsibility.\57\
---------------------------------------------------------------------------

    \57\ 17 CFR 240.17Ad-22(e)(2)(v).
---------------------------------------------------------------------------

     Amendments to the CPC Charter would include the CPC's
oversight of OCC's diversity, equity and inclusion efforts, reflecting
OCC's commitment to a diverse and inclusive workplace, consistent with
Rule 17Ad-22(e)(2), which requires, in part, that OCC's governance
arrangements support the public interest requirements of the Exchange
Act and establish that the board of directors and senior management
have appropriate experience and skills to discharge their duties and
responsibilities.\58\
---------------------------------------------------------------------------

    \58\ 17 CFR 240.17Ad-22(e)(2)(iii), (iv).
---------------------------------------------------------------------------

     Further amendments to the CPC Charter would remove
gendered pronouns to help ensure the accuracy of the CPC Charter
regardless of the gender identity of its senior management or
directors, consistent with Rule 17Ad-22(e)(2), which requires, in part,
that OCC's governance arrangements be clear and transparent.\59\
---------------------------------------------------------------------------

    \59\ 17 CFR 240.17Ad-22(e)(2)(i).
---------------------------------------------------------------------------

     Amendments to the GNC Charter would delineate
responsibilities between the Board and GNC by providing that in
addition to recommending changes to the Committee Charters, as
currently provided, the GNC shall also recommend changes to the Board
Charter, as appropriate, consistent with Rule 17Ad-22(e)(2), which
requires, in part, that OCC's governance arrangements specify clear and
direct lines of responsibility.\60\
---------------------------------------------------------------------------

    \60\ 17 CFR 240.17Ad-22(e)(2)(v).
---------------------------------------------------------------------------

     Amendments to the TC Charter would reflect that the
Technology Committee is responsible for overseeing all security risks,
consistent with Rule 17Ad-22(e)(2), which requires, in part, that OCC's
governance arrangements specify clear and direct lines of
responsibility.\61\
---------------------------------------------------------------------------

    \61\ Id.
---------------------------------------------------------------------------

     Amendments to the RC Charter would reflect the Board's
delegation to the Risk Committee to review and have the authority to
approve at least once every twelve months OCC's risk appetites and risk
tolerances, consistent with Rule 17Ad-22(e)(2), which requires, in
part, that OCC's governance arrangements specify clear and direct lines
of responsibility.\62\
---------------------------------------------------------------------------

    \62\ Id.
---------------------------------------------------------------------------

     Other administrative amendments to the Board Charter and
Committee Charters would help ensure the continued clarity and
transparency of these governing documents and employ consistent
language across the Board Charter and Committee Charters, consistent
with Rule 17Ad-22(e)(2).\63\
---------------------------------------------------------------------------

    \63\ 17 CFR 240.17Ad-22(e)(2)(i).

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

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

    OCC does not believe that the proposed rule change would have any
impact or impose any burden on competition.\64\ The proposed
modifications to OCC's governance arrangements would not unfairly
inhibit access to OCC's services or disadvantage or favor any
particular user in relationship to another user because they relate to
the governance structure of OCC, which affects all users, and do not
relate directly to any particular service or particular use of OCC's
facilities. Accordingly, OCC does not believe that these proposed
changes would have any impact between or among clearing agencies,
Clearing Members, or other market participants.
---------------------------------------------------------------------------

    \64\ 15 U.S.C. 78q-1(b)(3)(I).
---------------------------------------------------------------------------

    For the foregoing reasons, OCC believes that the proposed rule
change is in the public interest, would be consistent with the
requirements of the Exchange Act applicable to clearing agencies, and
would not have any impact or impose a burden on competition.

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

    Written comments on the proposed rule change were not and are not
intended to be solicited with respect to the proposed rule change and
none have been received.

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.
    OCC shall post notice on its website of proposed changes that are
implemented. The proposal shall not take effect until all regulatory
actions required with respect to the proposal are completed.

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-OCC-2022-002 on the subject line.

Paper Comments

     Send paper comments in triplicate to Vanessa Countryman,
Secretary, Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-OCC-2022-002. 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 such filing also will be available for inspection
and copying at the principal office of OCC and on OCC's website at
https://www.theocc.com/Company-Information/Documents-and-Archives/By-Laws-and-Rules.
    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-OCC-2022-002 and
should be submitted on or before March 18, 2022.
---------------------------------------------------------------------------

    \65\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\65\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-03962 Filed 2-24-22; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: February 7, 2007 (Volume 72, Number 25)]
[Notices]
[Page 5695-5696]
[DOCID:fr07fe07-72]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings 1

January 31, 2007.
    Take notice that the Commission received the following exempt
wholesale generator filings:
    Docket Numbers: EG07-35-000.
    Applicants: Dillon Wind LLC.
    Description: Dillon Wind LLC submits its notice of Self-
Certification of Exempt Wholesale Generator Status.
    Filed Date: 01/26/2007.
    Accession Number: 20070130-0259.
    Comment Date: 5 p.m. Eastern Time on Friday, February 16, 2007.
    Take notice that the Commission received the following electric
rate filings:
    Docket Numbers: ER02-2339-002.
    Applicants: Citadel Energy Products LLC.
    Description: Citadel Energy Products LLC submits an amendment to
its 7/28/05 updated market power analysis filing.
    Filed Date: 01/26/2007.
    Accession Number: 20070130-0077.
    Comment Date: 5 p.m. Eastern Time on Friday, February 16, 2007.

    Docket Numbers: ER07-113-001.
    Applicants: Midwest Independent Transmission System Operator, Inc.
    Description: Midwest ISO et al. submits proposed revisions to its
Open Access Transmission and Energy Markets Tariff etc.
    Filed Date: 01/29/2007.
    Accession Number: 20070131-0017.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 20, 2007.
    Docket Numbers: ER07-343-001.
    Applicants: Alcoa Power Generating Inc.
    Description: Alcoa Power Generating Inc (APGI) on behalf of its
Tapoco Division submits an amendment to the revised tariff sheets
submitted on 12/20/06 to Electric Rate Schedules Nos. 4, 5, and 6,
which is redesignated as APGI Rate Schedule No. 17.
    Filed Date: 01/26/2007.
    Accession Number: 20070130-0258.
    Comment Date: 5 p.m. Eastern Time on Friday, February 16, 2007.

    Docket Numbers: ER07-374-001.
    Applicants: Buena Vista Energy, LLC.
    Description: Buena Vista Energy, LLC notification of non-material
change in status.
    Filed Date: 01/29/2007.
    Accession Number: 20070129-5047.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 20, 2007.

    Docket Numbers: ER07-474-000.
    Applicants: New York Independent System Operator., Inc.
    Description: New York Independent System Operator, Inc submits
proposed revisions to its Market Administration and Control Area
Services Tariff and its OATT.
    Filed Date: 01/29/2007.
    Accession Number: 20070131-0016.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 20, 2007.

    Docket Numbers: ER07-475-000.
    Applicants: California Independent System Operator Corporation.
    Description: California Independent System Operator Corp submits
its long-term transmission rights.
    Filed Date: 01/29/2007.
    Accession Number: 20070131-0018.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 20, 2007.

    Docket Numbers: ER07-480-000.
    Applicants: MidAmerican Energy Company.
    Description: MidAmerican Energy Co submits an amended Network
Integration Transmission Service Agreement and an amended Network
Operating Agreement with the City of Geneseo, IL updated 1/16/07.
    Filed Date: 01/30/2007.
    Accession Number: 20070131-0028.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 20, 2007.
    Any person desiring to intervene or to protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Rules of Practice and Procedure (18 CFR 385.211 and
385.214) on or before 5 p.m. Eastern time on the specified comment
date. It is not necessary to separately intervene again in a subdocket
related to a compliance filing if you have previously intervened in the
same docket. Protests will be considered by the Commission in
determining the appropriate action to be taken, but will not serve to
make protestants parties to the proceeding. Anyone filing a motion to
intervene or protest must serve a copy of that document on the
Applicant. In reference to filings initiating a new proceeding,
interventions or protests submitted on or before the comment deadline
need not be served on persons other than the Applicant.
    The Commission encourages electronic submission of protests and

interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov.
 To facilitate electronic service, persons with Internet

access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First St., NE., Washington, DC 20426.
    The filings in the above proceedings are accessible in the
Commission's eLibrary system by clicking on the appropriate link in the
above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the Web site that enables subscribers to receive e-mail notification
when a document is added to a subscribed dockets(s). For assistance
with any FERC Online service, please e-mail<EMAIL_ADDRESS>
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Magalie R. Salas,
Secretary.
 [FR Doc. E7-1924 Filed 2-6-07; 8:45 am]

BILLING CODE 6717-01-P