[Federal Register: April 24, 2009 (Volume 74, Number 78)]
[Notices]
[Page 18761-18762]
[DOCID:fr24ap09-104]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59794; File No. SR-Phlx-2009-17]

Self-Regulatory Organizations; NASDAQ OMX PHLX, Inc., Order
Approving Proposed Rule Change Relating to the Nomination and Election
of Candidates for Governor and Independent Governor

April 20, 2009.
    On February 23, 2009, NASDAQ OMX PHLX, Inc. (``Phlx'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend its Certificate of Incorporation and By-
Laws to modify its processes relating to the nomination and election of
candidates for the Board of Governors (``Board''). The proposed rule
change was published for comment in the Federal Register on March 16,
2009.\3\ The Commission received no comments regarding the proposal.
This order approves the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 59538 (March 9,
2009), 74 FR 11152 (``Notice'').
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    In its filing, the Exchange sought to conform its governance
structure, including its process for the nomination and election of
candidates for Governor and Designated Independent Governor positions,
to more closely resemble that of its corporate sibling, The NASDAQ
Stock Market LLC (``Nasdaq'').\4\ In particular, the Exchange proposed
several changes to its governance structure, including (i) bifurcating
the ``Nominating, Elections and Governance Committee'' into a separate
``Nominating Committee'' and a ``Member Nominating Committee''; (ii)
modifying the processes for nominating candidates for Governor and
Designated Independent Governor; (iii) modifying the procedures for
Member Organization Representatives to vote for Designated Governor
nominees and the procedures for meetings of Members and Member
Organizations; (iv) changing the procedures for filling vacancies on
the Board, and the timeframe for submitting Board resignations; and (v)
adding several new definitions, including ``Industry Member,'' ``Non-
Industry Member,'' and ``Member Representative member.'' The Exchange
also proposed to amend its Certificate of Incorporation and its By-Laws
to delete the positions of Vice Chair and PBOT Governor.
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    \4\ Both the Exchange and Nasdaq are subsidiaries of The NASDAQ
OMX GROUP, Inc. See Securities Exchange Act Release No. 58179 (July
17, 2008), 73 FR 42874 (July 23, 2008) (SR-Phlx-2008-31) (order
approving changes to the Exchange's governing documents in
connection with its acquisition by The NASDAQ OMX Group, Inc.).
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    The Commission has carefully reviewed the proposed rule change and
finds that the proposed rule change is consistent with the requirements
of the Act and the rules and regulations thereunder applicable to a
national securities exchange \5\ including, in particular, Section
6(b)(1) of the Act,\6\ which requires a national securities exchange to
be so organized and have the capacity to carry out the purposes of the
Act and to enforce compliance by its members and persons associated
with its members with the provisions of the Act; Section 6(b)(3) of the
Act,\7\ which requires that the rules of a national securities exchange
assure a fair representation of its members in the selection of its
directors and administration of its affairs, and provided that one or
more directors shall be representative of issuers and investors and not
be associated with a member of the exchange, broker or dealer; and
Section 6(b)(5) of the Act,\8\ which requires that an exchange have
rules designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and, in general, protect investors and the
public interest.
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    \5\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78f(b)(1).
    \7\ 15 U.S.C. 78f(b)(3).
    \8\ 15 U.S.C. 78f(b)(5).
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    Among other things, the Exchange proposed to bifurcate its
Nominating, Elections and Governance Committee into (1) a Member
Nominating Committee that would be responsible for nominating
candidates for each vacant Designated Governor \9\ position and would
also nominate candidates for appointment by the Board for each vacant
or new position on any committee that is to be filled with a Member
Representative member, and (2) a Nominating Committee that would
nominate candidates for all other vacant Governor positions that are
not nominated by the Member Nominating Committee. All members of the
Member Nominating Committee would be a current associated person of a
current member organization and would be appointed annually by the
Board following consultations with Member Organization Representatives.
The Nominating Committee would consist of a number of non-industry
members that equal or exceed the number of industry members. In
addition, a number of Public Members would be represented on the
Nominating Committee, and no officer or employee of the Exchange could
serve in any voting or non-voting capacity on the committee.
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    \9\ The term ``Designated Governor,'' which includes the Member
Governor and a number of Designated Independent Governors, refers to
a Governor who is selected through a process that is subject to the
input of the Exchange's Member Organization Representatives. See
Proposed Phlx By-Law Article I, Section 1-1(e) (defining
``Designated Governor'' as proposed to be amended by Phlx to exclude
the PBOT Governor position).
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    Further, the Exchange proposed to modify its nominating process,
including the procedures for Member Organization Representatives to
vote for Designated Governor nominees and the procedures for meetings
of Members and Member Organizations, to more closely align them with
Nasdaq's process and procedures. Among other things, the proposed
procedures would continue to afford Member Organization Representatives
the ability to nominate candidates for Designated Governor positions
subject to certain conditions. In addition, in the event of a contested

vote for a Designated Governor position, Member Organization
Representatives would have the opportunity to vote on the list of
candidates, and the Exchange would utilize a balloting process rather
than hold a formal meeting of members.
    The Exchange also proposed to delete the position of Vice Chair,
which is a position that Nasdaq does not maintain.\10\ In addition, the
Exchange proposed to eliminate the PBOT Governor position and replace
it with a new Designated Independent Governor position.\11\ The
Exchange's current Certificate of Incorporation specifies that the
Board shall be composed of ``[a] number of Designated Independent
Governors, which, together with the Member Governor and the PBOT
Governor, shall equal at least 20% of the total number of Governors* *
*'' \12\ Because the Exchange proposed to replace the PBOT Governor
position with a new Designated Independent Governor, which position,
like all other ``Designated'' Governor positions, would be selected
pursuant to a process that involves member input, the proposal does not
change the composition of the Board with respect to the minimum
percentage of Governors that would be selected pursuant to member
input.\13\
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    \10\ The function of the Vice Chair was to preside over meetings
of the Board in the absence of the Chair. See Phlx By-Law Sec. 28-
12.
    \11\ With the acquisition of the Exchange by The NASDAQ OMX
GROUP, Inc., the Philadelphia Board of Trade, Inc (``PBOT'') (n/k/a
NASDAQ OMX Futures Exchange, Inc.) became a subsidiary of the parent
holding company. Accordingly, the Exchange determined that it was no
longer appropriate to provide for this special representation on the
Board. See Notice, supra note 3, at 74 FR 11157.
    \12\ See the Exchange's Certificate of Incorporation, Article
Sixth.
    \13\ The election of the Designated Governors is conducted
pursuant to the Exchange's Trust Agreement under which an
independent trustee exercises voting authority with respect to the
one outstanding share of Series A Preferred Stock, which share has
the exclusive right to elect and remove such Governors. The Series A
Preferred Stock is voted by the trustee, pursuant to the Trust
Agreement, as directed by Phlx members in accordance with the
Exchange's governing documents.
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    Finally, the Exchange proposed to modify the process for filing
vacancies on the Board to reflect the newly proposed structure. Among
other things, in the event of a vacancy, the appropriate nominating
committee would nominate, and the Board would appoint, a replacement
Governor. For example, in the event of a vacancy in the Member Governor
position, the new Member Nominating Committee would nominate a
replacement.
    Accordingly, the proposed changes will more closely align Phlx's
governance structure to that of Nasdaq, which, like the Exchange, is a
subsidiary of NASDAQ OMX GROUP, Inc. At the same time, the proposed
changes will continue to assure the fair representation of the
Exchange's members in the selection of the Exchange's directors and
administration of its affairs.
    It is therefore ordered, pursuant to Section 19(b)(2) of the Act,
that the proposed rule change (SR-Phlx-2009-17) be, and it hereby is,
approved.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-9389 Filed 4-23-09; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 87, Number 162 (Tuesday, August 23, 2022)]
[Notices]
[Page 51727]
[FR Doc No: 2022-18144]

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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-548, OMB Control No. 3235-0609]

Proposed Collection; Comment Request; Extension: Regulation S-AM

Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street, NE, Washington, DC
20549-2736

    Notice is hereby given that, pursuant to the Paperwork Reduction
Act of 1995 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and
Exchange Commission (``Commission'') is soliciting comments on the
existing collection of information provided for in Regulation S-AM (17
CFR part 248, subpart B), under the Fair Credit Reporting Act (15
U.S.C. 1681 et seq.) (``FCRA''), the Securities Exchange Act of 1934
(15 U.S.C. 78a et seq.), the Investment Company Act of 1940 (15 U.S.C.
80a-1 et seq.), and the Investment Advisers Act of 1940 (15 U.S.C. 80b-
1 et seq.). The Commission plans to submit this existing collection of
information to the Office of Management and Budget (``OMB'') for
extension and approval.
    Regulation S-AM implements the requirements of Section 624 of the
FCRA (15 U.S.C. 1681s-3) with respect to investment advisers and
transfer agents registered with the Commission, as well as brokers,
dealers and investment companies (collectively, ``Covered Persons'').
Section 624 and Regulation S-AM limit a Covered Person's use of certain
consumer financial information received from an affiliate to solicit a
consumer for marketing purposes, unless the consumer has been given
notice and a reasonable opportunity and a reasonable and simple method
to opt out of such solicitations. Regulation S-AM potentially applies
to all of the approximately 21,896 Covered Persons registered with the
Commission, although only approximately 12,262 of them have one or more
corporate affiliates, and the regulation requires only approximately
2,190 to provide consumers with an affiliate marketing notice and an
opt-out opportunity.
    The Commission staff estimates that there are approximately 12,262
Covered Persons having one or more affiliates, and that they each spend
an average of 0.20 hours per year to review affiliate marketing
practices, for, collectively, an estimated annual time burden of
approximately 2,452 hours at an annual internal compliance cost of
approximately $1,444,228. The staff also estimates that approximately
2,190 Covered Persons provide notice and opt-out opportunities to
consumers, and that they each spend an average of 7.6 hours per year
creating notices, providing notices and opt-out opportunities,
monitoring the opt-out notice process, making and updating records of
opt-out elections, and addressing consumer questions and concerns about
opt-out notices, for, collectively, an estimated annual time burden of
approximately 16,644 hours at an annual internal compliance cost of
approximately $3,599,484. Thus, the staff estimates that the collection
of information requires a total of approximately 12,262 respondents to
incur an estimated total annual time burden of approximately 19,096
hours at a total annual internal cost of compliance of approximately
$5,043,712.
    Written comments are invited on: (a) whether the proposed
collection of information is necessary for the proper performance of
the functions of the Commission, including whether the information
shall have practical utility; (b) the accuracy of the Commission's
estimates of the burden of the proposed collection of information; (c)
ways to enhance the quality, utility, and clarity of the information
collected; and (d) ways to minimize the burden of the collection of
information on respondents, including through the use of automated
collection techniques or other forms of information technology.
Consideration will be given to comments and suggestions submitted in
writing by October 24, 2022.
    An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information under the PRA unless it
displays a currently valid OMB control number.
    Please direct your written comments to: David Bottom, Director/
Chief Information Officer, Securities and Exchange Commission, c/o John
Pezzullo, 100 F Street NE, Washington, DC 20549, or send an email to:
[email protected].

    Dated: August 17, 2022.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2022-18144 Filed 8-22-22; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 85, Number 13 (Tuesday, January 21, 2020)]
[Notices]
[Pages 3398-3400]
[FR Doc No: 2020-00812]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Docket ID FEMA-2020-0002; Internal Agency Docket No. FEMA-B-2003]

Proposed Flood Hazard Determinations

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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SUMMARY: Comments are requested on proposed flood hazard
determinations, which may include additions or modifications of any
Base Flood Elevation (BFE), base flood depth, Special Flood Hazard Area
(SFHA) boundary or zone designation, or regulatory floodway on the
Flood Insurance Rate Maps (FIRMs), and where applicable, in the
supporting Flood Insurance Study (FIS) reports for the communities
listed in the table below. The purpose of this notice is to seek
general information and comment regarding the preliminary FIRM, and
where applicable, the FIS report that the Federal Emergency Management
Agency (FEMA) has provided to the affected

communities. The FIRM and FIS report are the basis of the floodplain
management measures that the community is required either to adopt or
to show evidence of having in effect in order to qualify or remain
qualified for participation in the National Flood Insurance Program
(NFIP). In addition, the FIRM and FIS report, once effective, will be
used by insurance agents and others to calculate appropriate flood
insurance premium rates for new buildings and the contents of those
buildings.

DATES: Comments are to be submitted on or before April 20, 2020.

ADDRESSES: The Preliminary FIRM, and where applicable, the FIS report
for each community are available for inspection at both the online
location https://www.fema.gov/preliminaryfloodhazarddata and the
respective Community Map Repository address listed in the tables below.
Additionally, the current effective FIRM and FIS report for each
community are accessible online through the FEMA Map Service Center at
https://msc.fema.gov for comparison.
    You may submit comments, identified by Docket No. FEMA-B-2003, to
Rick Sacbibit, Chief, Engineering Services Branch, Federal Insurance
and Mitigation Administration, FEMA, 400 C Street SW, Washington, DC
20472,<PHONE_NUMBER>, or (email<EMAIL_ADDRESS>
FOR FURTHER INFORMATION CONTACT: Rick Sacbibit, Chief, Engineering
Services Branch, Federal Insurance and Mitigation Administration, FEMA,
400 C Street SW, Washington, DC 20472,<PHONE_NUMBER>, or (email)
<EMAIL_ADDRESS>or visit the FEMA Map Information
eXchange (FMIX) online at https://www.floodmaps.fema.gov/fhm/fmx_main.html.

SUPPLEMENTARY INFORMATION: FEMA proposes to make flood hazard
determinations for each community listed below, in accordance with
section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C.
4104, and 44 CFR 67.4(a).
    These proposed flood hazard determinations, together with the
floodplain management criteria required by 44 CFR 60.3, are the minimum
that are required. They should not be construed to mean that the
community must change any existing ordinances that are more stringent
in their floodplain management requirements. The community may at any
time enact stricter requirements of its own or pursuant to policies
established by other Federal, State, or regional entities. These flood
hazard determinations are used to meet the floodplain management
requirements of the NFIP and are used to calculate the appropriate
flood insurance premium rates for new buildings built after the FIRM
and FIS report become effective.
    The communities affected by the flood hazard determinations are
provided in the tables below. Any request for reconsideration of the
revised flood hazard information shown on the Preliminary FIRM and FIS
report that satisfies the data requirements outlined in 44 CFR 67.6(b)
is considered an appeal. Comments unrelated to the flood hazard
determinations also will be considered before the FIRM and FIS report
become effective.
    Use of a Scientific Resolution Panel (SRP) is available to
communities in support of the appeal resolution process. SRPs are
independent panels of experts in hydrology, hydraulics, and other
pertinent sciences established to review conflicting scientific and
technical data and provide recommendations for resolution. Use of the
SRP only may be exercised after FEMA and local communities have been
engaged in a collaborative consultation process for at least 60 days
without a mutually acceptable resolution of an appeal. Additional
information regarding the SRP process can be found online at https://www.floodsrp.org/pdfs/srp_overview.pdf.
    The watersheds and/or communities affected are listed in the tables
below. The Preliminary FIRM, and where applicable, FIS report for each
community are available for inspection at both the online location
https://www.fema.gov/preliminaryfloodhazarddata and the respective
Community Map Repository address listed in the tables. For communities
with multiple ongoing Preliminary studies, the studies can be
identified by the unique project number and Preliminary FIRM date
listed in the tables. Additionally, the current effective FIRM and FIS
report for each community are accessible online through the FEMA Map
Service Center at https://msc.fema.gov for comparison.

(Catalog of Federal Domestic Assistance No. 97.022, ``Flood
Insurance.'')

Michael M. Grimm,
Assistant Administrator for Risk Management, Department of Homeland
Security, Federal Emergency Management Agency.

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                                             Community map repository
               Community                             address
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            Lancaster County, Virginia and Incorporated Areas
           Project: 18-03-0032S Preliminary Date: July 1, 2019
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Town of Kilmarnock.....................  Town Hall, 1 North Main Street,
                                          Kilmarnock, VA 22482.
Unincorporated Areas of Lancaster        Lancaster County Administration
 County.                                  Building, 8311 Mary Ball Road,
                                          Lancaster, VA 22503.
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            Richmond County, Virginia and Incorporated Areas
          Project: 18-03-0034S Preliminary Date: July 19, 2019
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Town of Warsaw.........................  Robert W. Lowery Municipal
                                          Building, 78 Belle Ville Lane,
                                          Warsaw, VA 22572.
Unincorporated Areas of Richmond County  Richmond County Administrative
                                          Office, 101 Court Circle,
                                          Warsaw, VA 22572.
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          Westmoreland County, Virginia and Incorporated Areas
           Project: 19-03-0001S Preliminary Date: July 1, 2019
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Town of Montross.......................  Town Hall, 15869 Kings Highway,
                                          Montross, VA 22520.
Unincorporated Areas of Westmoreland     Westmoreland County, George D.
 County.                                  English, Sr. Memorial
                                          Building, 111 Polk Street,
                                          Montross, VA 22520.
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[FR Doc. 2020-00812 Filed 1-17-20; 8:45 am]
BILLING CODE 9110-12-P