[Federal Register Volume 79, Number 204 (Wednesday, October 22, 2014)]
[Notices]
[Pages 63196-63198]
[FR Doc No: 2014-25148]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73382; File No. SR-MIAX-2014-52]

Self-Regulatory Organizations: Miami International Securities
Exchange LLC; Notice of Filing and Immediate Effectiveness of a
Proposed Rule Change To Amend MIAX Rule 1107 Concerning Exchange
Arbitrations

October 17, 2014.
    Pursuant to the provisions of Section 19(b)(1) of the Securities
Exchange Act of 1934 (the ``Act'') \1\ and Rule 19b-4 thereunder,\2\
notice is hereby given that on October 2, 2014, Miami International
Securities Exchange LLC (``MIAX'' or ``Exchange'') filed with the
Securities and Exchange Commission (``Commission'') a proposed rule
change as described in Items I and II below, which Items have been
substantially prepared by the Exchange. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons. The Exchange has designated the proposed rule
change as constituting a ``non-controversial'' rule change under Rule
19b-4(f)(6) of the Act,\3\ which renders the proposal effective upon
receipt of this filing by the Commission.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend its rules to harmonize the language
of MIAX Rule 1107 (Arbitration) with that of another options exchange,
the International Securities Exchange, LLC (``ISE''). The text of the
proposed rule change is available on the Exchange's Web site at http://www.miaxoptions.com/filter/wotitle/rule_filing, at the principal office
of the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange 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 Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend MIAX Rule 1107 (Arbitration) to
harmonize it with the rules of ISE in order to incorporate by reference
the arbitration rules of Financial Industry Regulatory Authority, Inc.
(``FINRA'').\4\ The current MIAX Rule 1107 is based on ISE Rule 1800,
but incorporates by reference the arbitration rules of the Chicago
Board Options Exchange (``CBOE''). This was appropriate when the
Exchange maintained a Regulatory Service Agreement (``RSA'') with CBOE.
The Exchange, however, recently entered into a RSA with FINRA, which
became effective on October 1, 2014. The Exchange believes the proposed
rule change to reference the arbitration rules of FINRA is consistent
with this recent change in regulatory service providers.
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    \4\ See ISE Rule 1800.
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Proposed Rule Change
    The Exchange proposes to replace current references to CBOE
arbitration rules in MIAX Rule 1107 with references to the
corresponding arbitration rules of FINRA. The proposed rule change
would align MIAX's arbitration rule with the arbitration rule of ISE,
which also references FINRA's arbitration rules.\5\ As proposed, the
Rule 12000 Series and Rule 13000 Series of the FINRA Manual (Code of
Arbitration Procedures for Customer Disputes and Code of Arbitration
Procedures for Industry Disputes, respectively) (collectively, the
``FINRA Code of Arbitration''), as the same may be in effect from time
to time, would govern Exchange arbitrations except as may be specified
in proposed Rule 1107. Definitions in the FINRA Code of Arbitration
would have the same meaning as prescribed therein, and procedures in
the FINRA Code of Arbitration would have the same application with
respect to Exchange arbitrations.
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    \5\ See ISE Rule 1800.
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    Under proposed Rule 1107, any dispute, claim, or controversy
arising out of or in connection with the business of any member of the
Exchange (``Member''), or arising out of the employment or termination
of employment of associated person(s) with any Member would be
arbitrable, except that: (1) A dispute, claim, or controversy alleging
employment discrimination (including a sexual harassment claim) in
violation of a statue may only be arbitrated if the parties have agreed
to arbitrate it after the dispute arose; and (2) any type of dispute,
claim, or controversy that is not permitted to be arbitrated under the
FINRA Code of Arbitration (such as class action claims) shall not be
eligible for arbitration under proposed Rule 1107. In addition, under
the proposal the requirements of FINRA Rule 2268 (Requirements When
Using Predispute Arbitration Agreements for Customer Accounts) would
apply to predispute arbitration agreements between Members and their
customers.
    In addition, under proposed Rule 1107, if any matter comes to the
attention of an arbitrator during, and in connection with, the
arbitrator's participation in a proceeding, either from the record of
the proceeding or from material or communications related to the
proceeding, that the arbitrator has reason to believe may constitute a
violation of the Exchange's rules or the federal securities laws, the
arbitrator may initiate a referral of the matter to the Exchange for
disciplinary investigation; provided, however, that any such referral
could only be initiated by an arbitrator after the matter before her or
him has been settled or otherwise disposed of, or after an award
finally disposing of the matter has been rendered pursuant to FINRA
Rules 12904 or 13904, as applicable.
    If the proposal is approved, the principle structure of the
Exchange's arbitration rule would remain the same, except that it would
reference the applicable FINRA arbitration rules in

lieu of the CBOE arbitration rules. In addition, the proposed rule
change would closely align the Exchange's arbitration rule with the
arbitration rule of another options exchange (ISE).\6\ The Exchange
believes that the proposed rule change would provide detailed
guidelines and framework concerning Exchange arbitrations in a manner
that is easily understood and enforceable not only by Members, but also
by FINRA, with which the Exchange recently entered into a RSA.
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    \6\ See Proposed MIAX Rule 1107. See also ISE Rule 1800.
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2. Statutory Basis
    The Exchange believes that its proposed rule change is consistent
with Section 6(b) of the Act,\7\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\8\ in particular, because it
is designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in facilitating
transactions in securities, to remove impediments to and perfect the
mechanisms of a free and open market and a national market system and,
in general, to protect investors and the public interest.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
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    In particular, the Exchange believes that the proposed rule change
would provide a clear framework concerning Exchange arbitrations in a
manner designed to prevent fraudulent and manipulative acts and
practices, and to promote the protection of investors and the public
interest. Further, the Exchange notes that the proposed rule change
would provide greater harmonization between Exchange rules and the
rules of similar substance and purpose of FINRA resulting in less
burdensome and more efficient regulatory compliance for members of both
MIAX and FINRA (``Dual Members''). As such, the Exchange believes that
the proposed rule change would foster cooperation and coordination with
persons engaged in facilitating transactions in securities and would
remove impediments to and perfect the mechanism of a free and open
market and a national market system.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change would
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The proposed rule change is not
designed to address any competitive issues but rather is designed to
provide greater harmonization between Exchange and FINRA rules of
similar purpose, resulting in less burdensome and more efficient
regulatory compliance for Dual Members.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

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

    The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A) of the Act \9\ and Rule 19b-4(f)(6) thereunder.\10\ Because
the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative for 30
days from the date on which it was filed, or such shorter time as the
Commission may designate, it has become effective pursuant to Section
19(b)(3)(A) of the Act and Rule 19b-4(f)(6) thereunder.\11\
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    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6).
    \11\ Rule 19b-4(f)(6) also requires a self-regulatory
organization (``SRO'') to give the Commission written notice of its
intent to file the proposed rule change at least five business days
prior to the date of filing of the proposed rule change, or such
shorter time as designated by the Commission. The Exchange has
satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) normally does
not become operative prior to 30 days after the date of filing.
However, pursuant to Rule 19b-4(f)(6)(iii),\12\ the Commission may
designate a shorter period of time if such action is consistent with
the protection of investors and the public interest. The Exchange has
asked the Commission to waive the 30-day operative delay so that the
proposed rule may become operative immediately upon filing.
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    \12\ 17 CFR 240.19b-4(f)(6)(iii).
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    The Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest,
because it allows the Exchange to immediately harmonize its arbitration
rules with those of ISE and, by extension, the FINRA Code of
Arbitration. The Commission notes that the Exchange also recently
entered into an RSA with FINRA, which became effective on October 1,
2014. Together, the Commission believes that these steps help ensure
that Dual Members would be subject to a single set of SRO rules
governing arbitration. The Commission also believes that this would
promote less burdensome and more efficient regulatory compliance. For
these reasons, the Commission designates the proposed rule change to be
operative upon filing.\13\
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    \13\ For purposes of waiving the 30-day operative delay, the
Commission has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
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    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) of the Act \14\ to determine whether the proposed
rule change should be approved or disapproved.
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    \14\ 15 U.S.C. 78s(b)(2)(B).
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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_ADDRESS>Please include
File Number SR-MIAX-2014-52 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-MIAX-2014-52. 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 Web site (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 Web site viewing and printing in the Commission's Public
Reference Room, 100 F Street NE., Washington, DC 20549-1090, 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 the Exchange. All comments received will be
posted without change; the Commission does not edit personal
identifying information from submissions. You should submit only
information that you wish to make available publicly.
    All submissions should refer to File Number SR-MIAX-2014-52 and
should be submitted on or before November 12, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-25148 Filed 10-21-14; 8:45 am]
BILLING CODE 8011-01-P


meetings related to this project are available in the docket for
this rulemaking on the PCAOB's website (https://pcaobus.org/Rulemaking/Pages/Docket042.aspx).
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    The requirement for determining sufficiency of participation which
the Board is adopting is based on the following criteria: (i) the
importance of the locations or business units for which the engagement
partner's firm performs audit procedures in relation to the financial
statements as a whole, considering quantitative and qualitative
factors; (ii) the risks of material misstatement associated with the
portion of the financial statements audited by the engagement partner's
firm in comparison with the other auditors' or referred-to auditors'
portions; and (iii) the extent of the engagement partner's firm's
supervision of the other auditors' work. The second consideration is
aligned with the principle of determining the scope of work in a multi-
location audit, as both take into account the risk associated with the
respective locations or business units. The first and third
considerations cover specific situations that may arise in audits
involving other auditors or referred-to auditors, where applicable;
these considerations address concerns about the practicability of the
proposed requirements that were expressed by some commenters on the
2016 Proposal, the 2017 SRC, and the 2021 SRC.
    The Board considered prescribing additional considerations for
determining sufficiency of participation based on the location of the
company's principal assets, principal operations, and corporate
offices. Such additional considerations were not adopted because the
considerations in the final amendments already encompass them to the
extent they reflect the importance of the location or pose risks of
material misstatement to be addressed in the audit. Moreover, as
further discussed in this release, the Board is concerned that adding
more considerations could increase the risk that the firm issuing the
auditor's report would not meaningfully participate in the audit, and
thus would be the ``lead auditor'' in name only.
Lead Auditor's Supervisory Requirements
    When other auditors are involved in an audit, the Board considered
whether the lead auditor (which includes the engagement partner and
other supervisory personnel of the firm issuing the audit report)
should be specifically required to perform certain supervisory
procedures, and what the scope of any such procedures should be. PCAOB
standards allow the engagement partner to seek assistance from
appropriate engagement team members in fulfilling his or her
supervisory responsibilities, but the standards for supervision
(without the amendments) do not specify which supervisory procedures
must be performed by the lead auditor.

    In many audits, engagement partners seek assistance in fulfilling
their supervisory responsibilities from engagement team members at
other accounting firms that participate in the audit. By increasing the
lead auditor's monitoring responsibilities, the supervisory procedures
for the lead auditor that are described in the amendments should
enhance the ability of the lead auditor to prevent or detect
deficiencies in the work of other auditors and facilitate improvements
in the quality of the work of other auditors. Thus, these amendments
aim to change auditor behavior by strengthening the incentives of the
lead auditor and therefore addressing the information and incentive
problems discussed above.
    The Board considered, but is not adopting, a requirement that the
lead auditor obtain an understanding of the qualifications of all
engagement team members outside the lead auditor's firm. Instead, the
amended standards require that the lead auditor obtain an understanding
of the knowledge, skill, and ability of the other auditor's engagement
team members who assist the engagement partner with planning or
supervision.\332\ Further, in response to comments on the proposed
requirements, the amendments provide that in audits involving multiple
tiers of other auditors, the lead auditor may seek assistance from the
first other auditor in performing this procedure with respect to the
second other auditor.\333\ The requirement the Board is adopting is
designed to result in a more effective allocation of audit resources by
focusing the lead auditor's efforts on the engagement team members
outside the firm with whom the lead auditor primarily communicates and
who are responsible for planning or supervising the work performed by
other engagement team members.
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    \332\ See AS 1015.06 and AS 2101.06Ha, according to which
``[e]ngagement team members should be assigned to tasks and
supervised commensurate with their level of knowledge, skill, and
ability . . . .'' This provision is discussed in more detail above
in this release.
    \333\ This provision is discussed in more detail above in
relation to ``multi-tiered audits'' in this release.
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    The Board also considered, but is not adopting, a requirement that
the lead auditor determine the nature, timing, and extent of audit
procedures to be performed by the other auditors. Instead, the amended
standards require that the lead auditor determine the scope of the work
of other auditors and review the other auditors' written description of
audit procedures to be performed pursuant to the scope of work
requested. The amended standards also require that the lead auditor
determine whether there are any changes necessary to the procedures and
discuss the changes with, and communicate them in writing to, other
auditors. This approach is more effective because the lead auditor
generally has better visibility of the entire audit, and the other
auditors generally have more detailed information than the lead auditor
about audit areas in which they are involved.
Special Considerations for Audits of Emerging Growth Companies
    Pursuant to Section 104 of the Jumpstart Our Business Startups
(``JOBS'') Act, rules adopted by the Board subsequent to April 5, 2012,
generally do not apply to the audits of emerging growth companies
(i.e., EGCs), as defined in Section 3(a)(80) of the Securities Exchange
Act of 1934, unless the SEC ``determines that the application of such
additional requirements is necessary or appropriate in the public
interest, after considering the protection of investors, and whether
the action will promote efficiency, competition, and capital
formation.'' \334\ As a result of the JOBS Act, the rules and related
amendments to PCAOB standards that the Board adopts are generally
subject to a separate determination by the SEC regarding their
applicability to audits of EGCs.
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    \334\ See Public Law 112-106 (Apr. 5, 2012). See Section
103(a)(3)(C) of Sarbanes-Oxley, 15 U.S.C. 7213(a)(3)(C), as added by
Section 104 of the JOBS Act also provides that any rules of the
Board requiring (1) mandatory audit firm rotation or (2) a
supplement to the auditor's report in which the auditor would be
required to provide additional information about the audit and the
financial statements of the issuer (auditor discussion and analysis)
shall not apply to an audit of an EGC. The amendments do not fall
within either of these two categories.
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    The proposing releases sought comment, including any available
empirical data, on how the proposed amendments to the auditing
standards would affect EGCs, and whether they would protect investors
and promote efficiency, competition, and capital formation.\335\
Commenters generally supported applying the proposed requirements to
audits of EGCs. One noted the increased risks associated with EGCs and
that applying the amendments to EGC audits could help to address those
risks. Others emphasized that consistent requirements should apply for
similar situations encountered in any audit of a company, whether that
company is an EGC or not. One commenter on the 2021 SRC agreed with the
Board's statements that the benefits to audit quality through improved
planning and supervision may be especially significant for EGC audits,
and that the amendments could contribute to an increase in the
credibility of EGCs' financial reporting.
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    \335\ See 2016 Proposal at 51; 2017 SRC at 43; 2021 SRC at 66.
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    To inform consideration of the application of auditing standards to
audits of EGCs, PCAOB staff prepares a white paper annually that
provides general information about characteristics of EGCs.\336\ As of
the November 15, 2020 measurement date, PCAOB staff identified 1,940
companies that self-identified with the SEC as EGCs and filed audited
financial statements in the 18 months preceding the measurement
date.\337\
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    \336\ For the most recent EGC report, see Characteristics of
Emerging Growth Companies and Their Audit Firms at November 15, 2020
(Jan. 24, 2022), available at https://pcaob-assets.azureedge.net/pcaob-dev/docs/default-source/economicandriskanalysis/projectsother/documents/white-paper-on-characteristics-of-emerging-growth-companies-at-november-15-2020.pdf?sfvrsn=ee0e6910_3.
    \337\ See id. at 1. Approximately 97 percent of EGCs were
audited by accounting firms that also audit issuers that are not
EGCs, and 40 percent of EGC filers were audited by firms that were
subject to inspection on an annual basis by the PCAOB because they
issued audit reports for more than 100 issuers in the year preceding
the measurement date. See id. at 16, 20. As of the November 15, 2021
measurement date, PCAOB staff identified approximately 3,100
companies that self-identified with the SEC as EGCs and filed
audited financial statements in the 18 months preceding the
measurement date. The increase from 2020 to 2021 is, in large part,
driven by special purpose acquisition companies. Special purpose
acquisition company audits rarely involve the participation of other
auditors.
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    Analysis of Form AP filings in 2021 indicates that audits of EGCs
are less likely to involve other accounting firms (i.e., other auditors
and referred-to auditors) compared to the broader population of issuer
audits. For example, as shown in Figure 6, only 14 percent of audits of
EGCs involved other firms compared to 27 percent of issuer audits
overall.\338\ Thus, because the use of other firms is less prevalent in
audits of EGCs than in audits of non-EGCs, audits of EGCs generally are
less likely than those of non-EGCs to be affected by the amendments.
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    \338\ The analysis of Form AP data presented in Figure 6 is
limited to issuers other than investment company vehicles and
employee benefit plans.

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[GRAPHIC] [TIFF OMITTED] TN01JY22.006

    Audits of EGCs that do involve other accounting firms are also
likely to involve fewer other firms than those of issuers overall. For
example, as shown in Figure 6, in audits involving other accounting
firms, EGC audits involve two or more other firms in about 35 percent
of audits compared to about 61 percent of audits of issuers overall.
The difference is more pronounced when considering the use of several
other firms, where only about five percent of EGC audits involving
other firms involve five or more other firms in contrast to about 28
percent of issuer audits overall.
    A comparison of the share of total audit hours performed by other
accounting firms shows a more modest difference between EGC audits and
issuer audits overall. Measured by the share of total audit hours
performed by other accounting firms, the role of other firms on EGC
audits is less substantial compared to their role on audits of issuers
overall. For example, as shown in Figure 6, other accounting firms
perform 10 percent or more of the audit hours in about 40 percent of
audits of EGCs compared to about 52 percent of audits of issuers
overall. Other accounting firms perform 30 percent or more of the audit
hours in about 17 percent of audits of EGCs and about 19 percent of
audits of issuers overall.
    These statistics suggest that, when compared to issuer audits
overall, audits of EGCs are less likely to involve the use of other
firms and, even when they do, they typically involve fewer other firms
and those other firms account for a smaller share of total audit hours.
    For individual EGC audits involving other firms, the economic
impacts of the amendments may be more or less significant depending on
the facts and circumstances of a particular audit. In addition to the
extent of involvement of other firms, the benefits and costs also
depend on the level of risk associated with the audit work performed by
other firms, the current methodologies, and the ability to distribute
implementation costs across engagements. EGCs are likely to be newer
companies, which may increase the importance to investors of the
external audit to enhance the credibility of management
disclosures.\339\ All else equal, the benefits of the higher audit
quality resulting from the amendments may be larger for EGCs than for
non-EGCs. In particular, because investors who face uncertainty about
the reliability of a company's financial statements may require a
larger risk premium that increases the cost of capital to companies,
the improved audit quality resulting from applying the new amendments
to EGC audits involving other firms could reduce the cost of capital to
those EGCs.\340\ Moreover, because of the scalability of the risk-based
requirements, the costs of performing the procedures are unlikely to be
disproportionate to the benefits of the procedures. Overall, the
amendments are expected to enhance audit quality and contribute to an
increase in the credibility of financial reporting by EGCs.
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    \339\ Researchers have developed a number of proxies that are
thought to be correlated with information asymmetry, including small
issuer size, lower analyst coverage, larger insider holdings, and
higher research and development costs. To the extent that EGCs
exhibit one or more of these properties, there may be a greater
degree of information asymmetry for EGCs than for the broader
population of companies, which increases the importance to investors
of the external audit to enhance the credibility of management
disclosures. See 2021 SRC at 65 notes 181 and 182.
    \340\ See 2021 SRC at 65 note 183.
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    For the reasons explained above, the Board believes that the
amendments are in the public interest and, after considering the
protection of investors and the promotion of efficiency, competition,
and capital formation, recommends that the amendments should apply to
audits of EGCs. Accordingly, the Board recommends that the Commission
determine that it is necessary or appropriate in the public interest,
after considering the protection

of investors and whether the action will promote efficiency,
competition, and capital formation, to apply the amendments to audits
of EGCs. The Board stated its readiness to assist the Commission in
considering any comments the Commission receives on these matters
during the Commission's public comment process.

III. Date of Effectiveness of the Proposed Rules 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 (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the Board consents, the Commission will:
    (A) by order approve or disapprove such proposed rules; or
    (B) institute proceedings to determine whether the proposed rules
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
rules are consistent with the requirements of Title I of 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/regulatory-actions/how-to-submit-comments); or
     Send an email to [email protected]. Please include
File Number PCAOB-2022-01 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 PCAOB-2022-01. 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 website (http://www.sec.gov/rules/pcaob.shtml). Copies
of the submission, all subsequent amendments, all written statements
with respect to the proposed rules that are filed with the Commission,
and all written communications relating to the proposed rules 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 20549-1090, on
official business days between the hours of 10 a.m. and 3 p.m. Copies
of such filing will also be available for inspection and copying at the
principal office of the PCAOB. 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. All submissions should refer to File Number PCAOB-2022-01
and should be submitted on or before July 22, 2022.

    For the Commission, by the Office of the Chief Accountant, by
delegated authority.\341\
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    \341\ 17 CFR 200.30-11(b)(1) and (3).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-13983 Filed 6-30-22; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: November 17, 2009 (Volume 74, Number 220)]
[Rules and Regulations]
[Page 59073-59074]
[DOCID:fr17no09-5]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

21 CFR Part 529

[Docket No. FDA-2009-N-0665]

Certain Other Dosage Form New Animal Drugs; Progesterone
Intravaginal Inserts

AGENCY: Food and Drug Administration, HHS.

ACTION: Final rule.

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SUMMARY: The Food and Drug Administration (FDA) is amending the animal
drug regulations to reflect approval of an original new animal drug
application (NADA) filed by Pharmacia & Upjohn Co., a Division of
Pfizer, Inc. The NADA provides for use of a progesterone intravaginal
insert for induction of estrus in ewes during seasonal anestrus.

DATES: This rule is effective November 17, 2009.

FOR FURTHER INFORMATION CONTACT: Suzanne J. Sechen, Center for
Veterinary Medicine (HFV-126), Food and Drug Administration, 7500
Standish Pl., Rockville, MD 20855,<PHONE_NUMBER>, e-mail:
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Pharmacia & Upjohn Co., a Division of
Pfizer, Inc., 235 East 42d St., New York, NY 10017, has filed NADA 141-
302 for over-the-counter use of EAZI-BREED CIDR (progesterone) Sheep
Inserts for induction of estrus in ewes during seasonal anestrus. The
NADA is approved as of October 1, 2009, and the regulations are amended
in 21 CFR 529.1940 to reflect the approval.
    In accordance with the freedom of information provisions of 21 CFR
part 20 and 21 CFR 514.11(e)(2)(ii), a summary of safety and
effectiveness data and information submitted to support approval of
this application may be seen in the Division of Dockets Management
(HFA-305), Food and Drug Administration, 5630 Fishers Lane, rm. 1061,
Rockville, MD 20852, between 9 a.m. and 4 p.m., Monday through Friday.
    Under section 573(c) of the Federal Food, Drug, and Cosmetic Act
(the act) (21 U.S.C. 360ccc-2), this supplemental approval qualifies
for 7 years of exclusive marketing rights beginning on the date of
approval because the new animal drug has been declared a designated new
animal drug by FDA under section 573(a) of the act.
    The agency has determined under 21 CFR 25.33 that this action is of
a type

that does not individually or cumulatively have a significant effect on
the human environment. Therefore, neither an environmental assessment
nor an environmental impact statement is required.
    This rule does not meet the definition of ``rule'' in 5 U.S.C.
804(3)(A) because it is a rule of ``particular applicability.''
Therefore, it is not subject to the congressional review requirements
in 5 U.S.C. 801-808.

List of Subjects in 21 CFR Part 529

    Animal drugs.

0
Therefore, under the Federal Food, Drug, and Cosmetic Act and under
authority delegated to the Commissioner of Food and Drugs and
redelegated to the Center for Veterinary Medicine, 21 CFR part 529 is
amended as follows:

PART 529--CERTAIN OTHER DOSAGE FORM NEW ANIMAL DRUGS

0
1. The authority citation for 21 CFR part 529 continues to read as
follows:

    Authority: 21 U.S.C. 360b.

0
2. Section 529.1940 is revised to read as follows:

Sec.  529.1940  Progesterone intravaginal inserts.

    (a) Specifications. Each insert contains:
    (1) 1.38 grams (g) progesterone in molded silicone over a nylon
spine.
    (2) 0.3 g progesterone in molded silicone over a flexible nylon
spine.
    (b) Sponsor. See No. 000009 in Sec.  510.600(c) of this chapter for
use of the product described in paragraph (a)(1) of this section as in
paragraph (e)(1) of this section; and the product described in
paragraph (a)(2) of this section as in paragraph (e)(2) of this
section.
    (c) Related tolerances. See Sec.  556.540(a) of this chapter.
    (d) Special considerations--(1) Cows and ewes. Product labeling
shall bear the following warnings: ``Avoid contact with skin by wearing
protective gloves when handling inserts. Store removed inserts in a
sealable container until they can be disposed of in accordance with
applicable local, state, and Federal regulations.''
    (2) Cows. This product is approved with the concurrent use of
dinoprost solution on day 6 of the 7-day administration period when
used for indications listed in paragraph (e)(1)(ii)(A) of this section.
See Sec.  522.690(c) of this chapter.
    (e) Conditions of use--(1) Cows--(i) Amount. Administer one
intravaginal insert per animal for 7 days. When used for indications
listed in paragraph (e)(1)(ii)(A) of this section, administer 25
milligrams (mg) dinoprost (5 milliliters (mL) of 5 mg/mL solution as in
Sec.  522.690(a) of this chapter) as a single intramuscular injection
one day prior to insert removal.
    (ii) Indications for use--(A) For synchronization of estrus in
suckled beef cows and replacement beef and dairy heifers, for
advancement of first postpartum estrus in suckled beef cows, and for
advancement of first pubertal estrus in replacement beef heifers.
    (B) For synchronization of the return to estrus in lactating dairy
cows inseminated at the immediately preceding estrus.
    (iii) Limitations. Do not use in animals with abnormal, immature,
or infected genital tracts; or in beef cows that are fewer than 20 days
postpartum; or in beef or dairy heifers of insufficient size or age for
breeding. Do not use an insert more than once. To prevent the potential
transmission of venereal and bloodborne diseases, the inserts should be
disposed after a single use. Administration of vaginal inserts for
periods greater than 7 days may result in reduced fertility. Dinoprost
solution provided by No. 000009 in Sec.  510.600(c) of this chapter.
    (2) Ewes--(i) Amount. Administer one intravaginal insert per animal
for 5 days.
    (ii) Indications for use. For induction of estrus in ewes (sheep)
during seasonal anestrus.
    (iii) Limitations. Do not use in animals with abnormal, immature,
or infected genital tracts; or in ewes that have never lambed. Do not
use an insert more than once. To prevent the potential transmission of
venereal and bloodborne diseases, the inserts should be disposed after
a single use. A pre-slaughter withdrawal period is not required when
this product is used according to directions.

    Dated: November 3, 2009.
Bernadette Dunham,
Director, Center for Veterinary Medicine.
[FR Doc. E9-27497 Filed 11-16-09; 8:45 am]

BILLING CODE 4160-01-S


[Federal Register Volume 88, Number 48 (Monday, March 13, 2023)]
[Notices]
[Pages 15492-15495]
[FR Doc No: 2023-05039]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97059; File No. SR-NYSENAT-2023-08]

Self-Regulatory Organizations; NYSE National, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its
Certificate of Incorporation and Bylaws

March 7, 2023.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on February 23, 2023, NYSE National, Inc. (``NYSE
National'' or the ``Exchange'') filed with the Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items I and II below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend its certificate of incorporation and
bylaws to provide that the board of directors of its ultimate parent,
or that board's compensation committee, may fix the compensation of the
board of directors of the Exchange, and make certain clarifying,
technical and conforming changes. The proposed rule change is available
on the Exchange's website at www.nyse.com, at the principal office of
the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization
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 those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend its Amended and Restated Certificate
of Incorporation (``Certificate'') and the Seventh Amended and Restated
By-laws of the Exchange (``Exchange Bylaws'') to (a) provide that the
board of directors of its ultimate parent, Intercontinental Exchange,
Inc. (``ICE,'' and its board of directors, the ``ICE Board''), or the
compensation committee of the ICE Board (the ``ICE Compensation
Committee''), may fix the compensation of the Board of Directors of the
Exchange (the ``Exchange Board''), and (b) make certain clarifying,
technical and conforming changes.
    The changes described herein would become operative upon the
Certificate becoming effective pursuant to its filing with the
Secretary of State of the State of Delaware.
Proposed Compensation Amendments
    Currently, pursuant to Exchange Bylaws Article III, Section 3.15
(Compensation), the sole stockholder of the Exchange, NYSE Group Inc.
(``NYSE Group''), has the authority to fix the compensation of all
directors for services to the Exchange.\4\ Through the deletion of
Exchange Bylaws Section 3.15 and additions to Certificate Section
FIFTH, the Exchange proposes to move the compensation provision to the
Certificate and have the ICE Board or ICE Compensation Committee set
director compensation instead of NYSE Group.\5\
---------------------------------------------------------------------------

    \4\ See Bylaws, Article III, Section 3.15.
    \5\ Under the Delaware General Corporation Law (``DGCL''), the
terms of the certificate of incorporation of a corporation supersede
any inconsistent bylaw provisions. See DGCL Section 109(b); see also
Sinchareonkul v. Fahnemann, 2015 WL 292314, at *6 (Del.Ch., 2015)
(stating that ``when evaluating corporate action for legal
compliance, a court examines whether the action contravenes the
entity-specific corporate contract. The components of that contract
form a hierarchy, comprising from top to bottom (i) the Delaware
General Corporation Law (the `DGCL'), (ii) the certificate of
incorporation, and (iii) the bylaws. Each of the lower components of
the contractual hierarchy must conform to the higher components.'').
---------------------------------------------------------------------------

    NYSE Group is wholly owned by NYSE Holdings LLC, which is a wholly
owned subsidiary of Intercontinental Exchange Holdings, Inc.
Intercontinental Exchange Holdings, Inc. is in turn wholly owned by
ICE, a public company listed on the New York Stock Exchange LLC
(``NYSE'').\6\
---------------------------------------------------------------------------

    \6\ See Exchange Act Release No. 79902 (January 30, 2017), 82 FR
9258 (February 3, 2017) (SR-NSX-2016-16) (Order Approving Proposed
Rule Change, as Modified by Amendment No. 1, in Connection With a
Proposed Acquisition of the Exchange by NYSE Group, Inc.).
---------------------------------------------------------------------------

    The Exchange proposes to amend Section FIFTH of the Certificate as
follows:
     The Exchange proposes to add the following sentence to the
end of Section FIFTH(a):
    Notwithstanding anything herein to the contrary, as set forth
below, the Board of Directors of Intercontinental Exchange, Inc.
(``ICE'') or the compensation committee thereof shall have the
authority to fix the compensation of directors of the Corporation.
     The Exchange proposes to add a new Section FIFTH(c), which
would read as follows:

    (c) Compensation. The Board of Directors of ICE or the
compensation committee thereof shall have the authority to fix the
compensation of directors of the Corporation. The directors of the
Corporation may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors of the Corporation and may be
paid a fixed sum for attendance at each meeting of the Board of
Directors of the Corporation or a stated salary as director (which
amounts may be paid in cash or such other form as the Board of
Directors of ICE or the compensation committee thereof may from time
to time authorize). No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor.

    The Exchange proposes to delete Exchange Bylaws Article III,
Section 3.15 in its entirety.
    As a result of the proposed change, compensation for the Exchange
Board

members would be fixed by a body that is required to have at least a
majority of its members be independent.
    Currently, the board of directors of NYSE Group is not required to
be independent. This was not always true: when the New York Stock
Exchange, Inc. combined with Archipelago Holdings, Inc. under NYSE
Group in 2006, NYSE Group was publicly traded, required to have an
independent board of directors, and subject to an independence
policy.\7\ That changed when NYSE Group combined with Euronext N.V.
After that combination, NYSE Euronext, the publicly traded parent
company, had an independent board of directors subject to an
independence policy, and the board of directors of NYSE Group, which
became a subsidiary of NYSE Euronext, did not.\8\
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    \7\ See Securities Exchange Act Release No. 53382 (February 27,
2006), 71 FR 11251 (March 6, 2006) (SR-NYSE-2005-77) (Order Granting
Approval of Proposed Rule Change and Amendment Nos. 1, 3, and 5
Thereto and Notice of Filing and Order Granting Accelerated Approval
to Amendment Nos. 6 and 8 Relating to the NYSE's Business
Combination With Archipelago Holdings, Inc.). The NYSE Group was
expected to fix the compensation of the Exchange Board through a
compensation committee. Id. at 11256.
    \8\ See Securities Exchange Act Release No. 55293 (February 14,
2007), 72 FR 8033 (February 22, 2007) (SR-NYSE-2006-120) (Order
Granting Approval of Proposed Rule Change and Notice of Filing and
Order Granting Accelerated Approval to Amendment No. 1 Regarding the
Proposed Combination Between NYSE Group, Inc. and Euronext N.V.).
See also Exhibit 5E to SR-NYSE-2006-120, Section 3.2 (deleting the
independence requirements for the NYSE Group board of directors).
---------------------------------------------------------------------------

    When ICE acquired NYSE Euronext, the requirement to have a majority
of independent directors moved to ICE.\9\ The requirement is in
accordance with NYSE listing requirements, which require that listed
companies have a majority of independent directors.\10\ Accordingly, if
the ICE Board fixed the compensation of the Exchange Board, the
decision would be made by a body that required to have at least a
majority of its members be independent.
---------------------------------------------------------------------------

    \9\ See Securities Exchange Act Release No. 70210 (August 15,
2013), 78 FR 51758 (August 21, 2013) (SR-NYSE-2013-42; SR-NYSEMKT-
2013-50; SR-NYSEArca-2013-62) (Order Granting Approval of Proposed
Rule Change Relating to a Corporate Transaction in which NYSE
Euronext Will Become a Wholly-Owned Subsidiary of
IntercontinentalExchange Group, Inc.). IntercontinentalExchange
Group, Inc., subsequently changed its name to
IntercontinentalExchange, Inc. See Exchange Act Release No. 72158
(May 13, 2014), 79 FR 28784 (May 19, 2014) (SR-NYSE-2014-23) (Notice
of Filing and Immediate Effectiveness of Proposed Rule Change
Relating to Name Changes of Its Ultimate Parent,
IntercontinentalExchange Group, Inc., and Its Indirect Parents,
IntercontinentalExchange, Inc. and NYSE Euronext Holdings LLC). The
ICE Board is subject to the requirements of the Independence Policy
of the Board of Directors of Intercontinental Exchange, Inc.,
available at https://s2.q4cdn.com/154085107/files/doc_downloads/governance_docs/ICE-Independence-Policy.pdf. The bylaws of ICE
require that the members of the ICE Board take into consideration
the effect that ICE's actions would have on the ability of the
Exchange to carry out its responsibility under Exchange Act. See
Ninth Amended and Restated Bylaws of Intercontinental Exchange, Inc.
(``ICE Bylaws''), Article III, Section 3.14. The ICE Bylaws are
available at https://s2.q4cdn.com/154085107/files/doc_downloads/governance_docs/2022/ICE-Ninth-Amended-and-Restated-Bylaws.pdf.
    \10\ See NYSE Listed Company Manual Sections 303A.01
(Independent Directors) and 303A.02(a)(ii) (Independence Tests), and
ICE Bylaws, Article III, Section 3.4.
---------------------------------------------------------------------------

    If the ICE Compensation Committee fixed the Exchange Board
compensation,\11\ compensation decisions would be made by a body that
is made up of independent members. As a company listed on the NYSE, ICE
is required to have a compensation committee that is composed entirely
of independent directors that satisfy the additional independence
requirements specific to compensation committee members.\12\
---------------------------------------------------------------------------

    \11\ Pursuant to its Charter, the Compensation Committee of the
ICE Board is charged with, among other things, reviewing and
approving compensation for the members of the board of directors of
any ICE subsidiary, which includes the Exchange. See Charter of the
Compensation Committee of the Board of Directors of ICE, at https://s2.q4cdn.com/154085107/files/doc_downloads/governance_docs/2022/Intercontinental-Exchange-Inc.-Compensation-Committee-Charter-March-3-2022.pdf. See also NYSE Listed Company Manual Section 303A.05(b).
    \12\ See NYSE Listed Company Manual Section 303A.05(a)
(Compensation Committee). See also NYSE Listed Company Manual
Section 303A.02(a)(ii) and ICE annual report on Form 10-K for the
fiscal year ended December 31, 2021, at 19, available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1571949/000157194922000006/ice-20211231.htm.
---------------------------------------------------------------------------

    The proposed rule text is more comprehensive than the Exchange
Bylaws provision it would replace since, unlike Exchange Bylaws Section
3.15, it would provide that directors may receive compensation on a
per-meeting basis or as a salary and clarify the form of compensation
that may be granted.
    As a result of the proposed change, the provision governing
director compensation would move from the Exchange Bylaws to the
Certificate, which would result in a change to what body can approve
changes to the relevant provision. More specifically, Bylaw Section
3.15 may be amended by the Board or by action of NYSE Group, as the
stockholder of the Exchange. By contrast, the Certificate can be
amended by the Corporation but first must be approved by the Board.
Accordingly, any change proposed to the compensation provision would
require Board approval and could no longer be amended by action of the
NYSE Group.
    The Exchange operates as a separate self-regulatory organization
and has rules, and membership rosters distinct from the rules,
membership rosters and listings of its affiliates the NYSE, NYSE
American LLC, NYSE Arca, Inc., and NYSE Chicago, Inc. (collectively
with the Exchange, the ``NYSE Group Exchanges''). At the same time,
however, the Exchange believes it is important for each of the NYSE
Group Exchanges to have a consistent approach to corporate governance
in certain matters, to simplify complexity and create greater
consistency among the NYSE Group Exchanges.\13\ To that end, each of
the NYSE Group Exchanges is proposing a substantially similar change to
its governing documents.\14\
---------------------------------------------------------------------------

    \13\ See Exchange Act Release No. 84644 (November 21, 2018), 83
FR 61177 (November 28, 2018) (SR-NYSENAT-2018-24) (Notice of Notice
of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Its Certificate of Incorporation and Bylaws).
    \14\ See SR-NYSE-2023-13; SR-NYSEAmer-2023-15, SR-NYSEArca-2023-
18, and SR-NYSECHX-2023-10. Presently, three different entities fix
the compensation of the boards of directors of the NYSE Group
Exchanges: NYSE Group fixes the compensation of the directors of
NYSE National, the NYSE, and NYSE American LLC; NYSE Chicago
Holdings, Inc. fixes the compensation of the directors of NYSE
Chicago, Inc.; and the board of directors of NYSE Arca, Inc. fixes
its own compensation.
---------------------------------------------------------------------------

    The proposed amendment is based on Article III, Section 3.13
(Compensation of Directors) of the ICE Bylaws.\15\
---------------------------------------------------------------------------

    \15\ See ICE Bylaws, Article III, Section 3.13.
---------------------------------------------------------------------------

Additional Proposed Amendments
    The Exchange proposes to make the following non-substantive
technical and conforming changes to the Certificate: \16\
---------------------------------------------------------------------------

    \16\ See 83 FR 61177, note 13, supra (proposing to make
conforming and non-substantive changes to the title, cover page, and
table of contents of the Fifth Amended and Restated Bylaws of the
Exchange and Amended and Restated Certificate of Incorporation of
the Exchange).
---------------------------------------------------------------------------

     In the first paragraph, change ``NYSE NATIONAL, INC.'' to
``NYSE National, Inc.''
     In Sections EIGHTH and ELEVENTH, add ``Amended and
Restated'' before ``Certificate of Incorporation.''
     Update the date in the signature line.
    In a non-substantive change, the Exchange proposes to update the
title of the Exchange Bylaws to make them the ``Eighth Amended and
Restated By-laws of NYSE National, Inc.''
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act,\17\ in general, and furthers the
objectives of

Section 6(b)(1) \18\ in particular, in that it enables the Exchange to
be so organized as to have the capacity to be able to carry out the
purposes of the Exchange Act and to comply, and to enforce compliance
by its exchange members and persons associated with its exchange
members, with the provisions of the Exchange Act, the rules and
regulations thereunder, and the rules of the Exchange. The Exchange
also believes that the proposed rule change is consistent with Section
6(b)(5) of the Exchange Act,\19\ in that it is designed to prevent
fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, to foster cooperation and coordination
with persons engaged in facilitating transactions in securities, to
remove impediments to and perfect the mechanism of a free and open
market and a national market system and, in general, to protect
investors and the public interest.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78f(b).
    \18\ 15 U.S.C. 78f(b)(1).
    \19\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed change would allow the
Exchange to be so organized as to have the capacity to carry out the
purposes of the Exchange Act and comply with the provisions of the
Exchange Act by its members and persons associated with members,
because the Exchange Board would no longer have its compensation fixed
by a body whose members are not subject to independence requirements.
The Exchange believes that it is more advisable to have compensation
determinations made by a body that is required to have at least a
majority of its members be independent, like the ICE Board or ICE
Compensation Committee. Otherwise, the compensation could be fixed by a
body that is made up of employees or persons related to the Exchange.
Indeed, the change would be consistent with prior practice, as
immediately after the combination between New York Stock Exchange, Inc.
and Archipelago Holdings, Inc., the members of the board of directors
of NYSE Group were both subject to independence requirements and
expected to fix the compensation of the Exchange Board through a
compensation committee.\20\ For the same reason, the Exchange believes
that the change would contribute to the orderly operation of the
Exchange and would promote the maintenance of a fair and orderly
market, the protection of investors and the protection of the public
interest.
---------------------------------------------------------------------------

    \20\ 71 FR 11251, supra note 7, at 11256 (``It is expected that,
upon completion of the Merger, the NYSE Group board of directors
will have [a] . . . compensation committee'') and 11257 (``[T]he
board of directors of New York Stock Exchange LLC is not expected to
have its own committees and that any necessary functions with
respect to . . . compensation . . . will be performed by the
relevant committee[ ] of the NYSE Group board of directors'').
---------------------------------------------------------------------------

    The Exchange believes that, because at least a majority of the
members of the ICE Board and all of the ICE Compensation Committee must
be independent, there is no substantial likelihood of a potential
conflict of interest. Indeed, the Exchange believes that the proposal
lessens the potential for conflicts of interest by eliminating the
fixing of compensation by an entity that is not subject to any
independence requirements. Further, the governing documents of ICE
require that the members of the ICE Board take into consideration the
effect that ICE's actions--including actions by the ICE Board or ICE
Compensation Committee--would have on the ability of the Exchange ``to
carry out [its] responsibilities under the Exchange Act'' and ``to
engage in conduct that fosters and does not interfere with the ability
of the Exchange[ ] . . . to remove impediments to and perfect the
mechanisms of a free and open market in securities and a U.S. national
securities market system; and . . . to protect investors and the public
interest.'' \21\ For the foregoing reasons, the Exchange believes that
the proposed change would allow the Exchange to be so organized as to
have the capacity to carry out the purposes of the Exchange Act and
comply with the provisions of the Exchange Act by its members and
persons associated with members, and would contribute to the orderly
operation of the Exchange and would promote the maintenance of a fair
and orderly market, the protection of investors and the protection of
the public interest.
---------------------------------------------------------------------------

    \21\ See ICE Bylaws, Article III, Section 3.14(a). Although it
is not currently a listing market, the Exchange has adopted a rule
prohibiting the listing of affiliate securities and setting forth
additional reporting requirements. See Rule 3.1 (Additional
Requirements for Listed Securities Issued by Intercontinental
Exchange, Inc. or its Affiliates).
---------------------------------------------------------------------------

    The Exchange believes that moving the provision governing director
compensation from the Exchange Bylaws to the Certificate would allow
the Exchange to be so organized as to have the capacity to carry out
the purposes of the Exchange Act and comply with the provisions of the
Exchange Act by its members and persons associated with members, and
would contribute to the orderly operation of the Exchange and would
promote the maintenance of a fair and orderly market, the protection of
investors and the protection of the public interest, because any change
proposed to the compensation provision would require Board approval. As
a result, any change to the compensation provision in the Certificate
would have to be approved by a body subject to the requirements that at
least half of the directors of the Exchange be independent and at least
20% of them must be individuals nominated by the permit holders of the
Exchange.\22\ The provision would not be able to be amended by NYSE
Group alone, whose directors are not subject to independence
requirements.
---------------------------------------------------------------------------

    \22\ See Exchange Bylaws, Article III, Section 3.2(a) (General
Composition).
---------------------------------------------------------------------------

    Moreover, the Exchange believes that the proposal would promote
greater consistency in the compensation philosophy and director
compensation structure across affiliated exchanges, thereby promoting
the maintenance of a fair and orderly markets, the protection of
investors and the public interest. As noted above, the other NYSE Group
Exchanges are filing similar proposed changes to their governing
documents. By locating the authority to fix compensation in the hands
of the ICE Board or the ICE Compensation Committee, the proposed change
would permit compensation for each board of directors of an NYSE Group
Exchange to be set centrally and with greater uniformity and
consistency across affiliated exchanges. The Exchange believes that
such conformity would streamline the NYSE Group Exchanges' corporate
processes and create more equivalent compensation processes among them,
to the benefit of both investors and the public interest. The proposal
also reflects the fact that, no matter the size or role of the relevant
NYSE Group Exchange, every NYSE Group Exchange board of directors must
manage its business while considering the government of the exchange as
an ``exchange'' within the meaning of the Exchange Act.\23\
---------------------------------------------------------------------------

    \23\ See By-laws, Article III, Section 3.1 (Powers) and Article
X, Section 10.1 (Management of the Exchange); Thirteenth Amended and
Restated Operating Agreement of NYSE, Article II, Section 2.03(k);
Twelfth Amended and Restated Operating Agreement of NYSE American,
Inc., Article II, Section 2.03(k) (Board); Bylaws of NYSE Arca,
Inc., Article III, Section 3.01 (Powers); and Second Amended and
Restated Bylaws of NYSE Chicago, Inc., Article II, Section 1
(Powers) and Article IX, Sec. 1 (Management of the Corporation).
---------------------------------------------------------------------------

    The Exchange believes that the more comprehensive provision would
remove impediments to and perfect the mechanism of a free and open
market, as it would make the provision relating to director
compensation more comprehensive and transparent for market
participants, making it so that

they can more easily navigate and understand the governing documents.
As noted, the proposed text is more comprehensive than the provision it
would replace and would set forth additional detail regarding the
compensation that directors may receive, such as whether directors may
receive compensation on a per-meeting basis or as a salary and what
form of compensation may be granted. The Exchange believes that the
greater additional detail would add transparency and clarity to the
Exchange's governing documents and would not be inconsistent with the
public interest and the protection of investors because investors will
not be harmed and in fact would benefit from increased transparency and
clarity, thereby reducing potential confusion.
    Finally, the proposed non-substantive technical and conforming
changes would remove impediments to and perfect the mechanism of a free
and open market by ensuring that persons subject to the Exchange's
jurisdiction, regulators, and the investing public can more easily
navigate and understand the governing documents. The proposed non-
substantive amendments also would not be inconsistent with the public
interest and the protection of investors because investors will not be
harmed and in fact would benefit from increased transparency and
clarity, thereby reducing potential confusion.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act. The proposed rule
change is not intended to address competitive issues but rather is
concerned solely with the corporate governance of the Exchange.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the
proposed rule change.

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

    Because the foregoing proposed rule change does not: (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \24\ and Rule 19b-
4(f)(6) thereunder.\25\
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    \24\ 15 U.S.C. 78s(b)(3)(A).
    \25\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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    At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \26\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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    \26\ 15 U.S.C. 78s(b)(2)(B).
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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-NYSENAT-2023-08 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSENAT-2023-08. 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 the Exchange. 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-NYSENAT-2023-08, and should be submitted
on or before April 3, 2023.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
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    \27\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-05039 Filed 3-10-23; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 78, Number 127 (Tuesday, July 2, 2013)]
[Notices]
[Page 39723]
[FR Doc No: 2013-15803]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings

    Take notice that the Commission has received the following Natural
Gas Pipeline Rate and Refund Report filings:

Filings Instituting Proceedings

    Docket Numbers: RP13-991-000.
    Applicants: El Paso Natural Gas Company, L.L.C.
    Description: Tariff Merger and Housekeeping Filing to be effective
7/22/2013.
    Filed Date: 6/20/13.
    Accession Number: 20130620-5131.
    Comments Due: 5 p.m. ET 7/2/13.

    Docket Numbers: RP13-992-000.
    Applicants: El Paso Natural Gas Company, L.L.C.
    Description: SoCalGas Non-Conforming Agreements Filing to be
effective 11/1/2013.
    Filed Date: 6/21/13.
    Accession Number: 20130621-5056.
    Comments Due: 5 p.m. ET 7/3/13.

    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
p.m. Eastern time on the specified comment date. Protests may be
considered, but intervention is necessary to become a party to the
proceeding.

Filings in Existing Proceedings

    Docket Numbers: RP01-382-023.
    Applicants: Northern Natural Gas Company.
    Description: Northern Natural Gas Company submits its annual report
setting forth the Carlton Resolution buyout, surcharge and penalty
dollars reimbursed to the Carlton Sourcers on their May reservation
invoices for the 2012-2013 heating season.
    Filed Date: 6/3/13.
    Accession Number: 20130603-5034.
    Comments Due: 5 p.m. ET 7/3/13.

    Any person desiring to protest in any of the above proceedings must
file in accordance with Rule 211 of the Commission's Regulations (18
CFR 385.211) on or before 5:00 p.m. Eastern time on the specified
comment date.
    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated June 24, 2013.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2013-15803 Filed 7-1-13; 8:45 am]
BILLING CODE 6717-01-P