Notice2021-23815
Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Concerning Revisions to the Titles of Certain Options Clearing Corporation Personnel
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
November 2, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 86 Issue 209 (Tuesday, November 2, 2021)</title>
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[Federal Register Volume 86, Number 209 (Tuesday, November 2, 2021)]
[Notices]
[Pages 60499-60503]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-23815]
[[Page 60499]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-93436; File No. SR-OCC-2021-010]
Self-Regulatory Organizations; The Options Clearing Corporation;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Concerning Revisions to the Titles of Certain Options Clearing
Corporation Personnel
October 27, 2021.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Exchange Act'' or ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on October 15, 2021, The Options Clearing
Corporation (``OCC'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared primarily by OCC. OCC
filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) \3\
of the Act and Rule 19b4(f)(6) \4\ thereunder so that the proposal was
effective upon filing with the Commission. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(6).
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I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
The proposed rule changed would: (i) Revise references to the term
``Vice President'' and its derivatives in the OCC By-Laws and Rules,
including policies filed as Rules (``Rule-Filed Policies''),\5\ to
instead reference revised titles including ``Managing Director,''
``Executive Director,'' ``Executive Principal,'' or remove the
reference, as appropriate, (ii) recognize in its By-Laws the role of
its Chief Financial Officer in place of the roles of Treasurer and
Controller, and (iii) make conforming and other non-substantive changes
to OCC's Rule-Filed Policies and Recovery and Orderly Wind-Down Plan
(``RWD Plan'').\6\
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\5\ For purposes of this filing, OCC's Rule-Filed Policies
include its Capital Management Policy (Securities Exchange Act
Release No. 88029 (Jan. 24, 2020), 85 FR 5500 (Jan. 20, 2020) (SR-
OCC-2019-007)), Clearing Fund Methodology Policy (Securities
Exchange Act Release No. 89037 (Jun. 10, 2020), 85 FR 36442 (Jun.
16, 2020) (SR-OCC-2020-006)), Collateral Risk Management Policy
(Securities Exchange Act Release No. 90797 (Dec. 23, 2020), 85 FR
86592 (Dec. 30, 2020) (SR-OCC-2020-014)), Default Management Policy
(Securities Exchange Act Release No. 89037 (Jun. 10, 2020), 85 FR
36442 (Jun. 16, 2020) (SR-OCC-2020-006)), Liquidity Risk Management
Framework (Securities Exchange Act Release No. 90797 (Dec. 23,
2020), 85 FR 86592 (Dec. 30, 2020) (SR-OCC-2020-014)), Margin Policy
(Securities Exchange Act Release No. 91079 (Feb. 8, 2021), 86 FR
9410 (Feb. 12, 2021) (SR-OCC-2020-016)), Model Risk Management
Policy (Securities Exchange Act Release No. 82785 (Feb. 27, 2018),
83 FR 9345 (Mar. 5, 2018) (SR-OCC-2017-011)), Risk Management
Framework Policy (Securities Exchange Act Release No. 90797 (Dec.
23, 2020), 85 FR 86592 (Dec. 30, 2020) (SR-OCC-2020-014)), and
Third-Party Risk Management Framework (Securities Exchange Act
Release No. 90797 (Dec. 23, 2020), 85 FR 86592 (Dec. 30, 2020) (SR-
OCC-2020-014)).
\6\ See Exchange Act Release No. 90712 (Dec. 17, 2020), 85 FR
84050 (Dec. 23, 2020) (SR-OCC-2020-013).
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
In its filing with the Commission, OCC included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. OCC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of these
statements.
(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
(1) Purpose
The purpose of this rule change is to: (i) Revise references to the
term ``Vice President'' and its derivatives in the OCC By-Laws, Rules,
Rule-Filed Policies and RWD Plan, to instead reference revised titles
including ``Managing Director,'' ``Executive Director,'' ``Executive
Principal,'' or remove the reference, as appropriate; (ii) recognize in
its By-Laws the role of its Chief Financial Officer in place of the
roles of Treasurer and Controller; and (iii) make conforming and other
non-substantive changes to OCC's Rule-Filed Policies and RWD Plan. As a
covered clearing agency subject to Commission Rule 17Ad-22(e)(2),\7\
OCC is required to establish, implement, maintain and enforce written
policies and procedures reasonably designed to provide for governance
arrangements that, among other things, are clear and transparent and
specify clear and direct lines of responsibility. As noted by the
Commission in adopting these requirements, ``the Commission recognizes
that there may be a number of ways to address compliance with Rule
17Ad-22(e)(2)'' but that ``a covered clearing agency generally should
consider . . . whether the roles and responsibilities of management
have been clearly specified[.]'' \8\ OCC believes that the proposed
changes would help promote clarity in OCC's By-Laws, Rules, Rule-Filed
Policies and RWD Plan regarding the roles and responsibilities of the
relevant officers, as described below.
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\7\ 17 CFR 240.17Ad-22(e)(2).
\8\ Exchange Act Release No. 78961 (Sept. 28, 2016), 81 FR 70786
(October 13, 2016) (File No S7-03-14).
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Currently, Article IV, Section 9 of OCC's By-Laws recognizes Vice
President officers and states that they may be filled by the Board of
Directors, Executive Chairman, Chief Executive Officer or Chief
Operating Officer.\9\ OCC's By-Laws, Rules, Rule-Filed Policies and RWD
Plan currently reflect the titles of Vice President, Senior Vice
President, First Vice President, and Executive Vice President. Under
the proposed revised structure, these four titles will be reduced to
three: ``Managing Director,'' ``Executive Director,'' and ``Executive
Principal.'' Specifically, ``Executive Vice President'' and Senior Vice
President'' titles would be changed to ``Managing Director,'' and
``First Vice President'' and ``Vice President'' titles would be changed
to ``Executive Director'' if the person is a manager and ``Executive
Principal'' if the person has no direct reports.\10\ Under the
proposal, there would be no delineation within the Managing Director
title to indicate the previous distinction between Senior Vice
Presidents and Executive Vice Presidents. OCC believes this is an
appropriate simplification as the differences in responsibility between
the titles that are being combined are not currently clearly defined
within OCC's internal documentation. Accordingly, OCC believes the
proposed change would simplify its structure and provide for more
clearly delineated ranks and associated roles and responsibilities for
such officers, rather than ambiguity between similar titles.
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\9\ See also OCC By-Laws Article IV, Sections 1 and 2 (providing
that the Board of Directors, Executive Chairman, Chief Executive
Officer, and Chief Operating Officer have the authority to elect or
appoint officers, which includes Vice Presidents).
\10\ Under OCC's existing structure the differences in
responsibilities between the titles ``First Vice President'' and
``Vice President'' are not clearly defined.
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Changes to OCC's By-Laws and Rules
Specifically, OCC proposes to revise the current Vice President
titles in the By-Laws and Rules as follows. OCC would amend the
definition of Designated Officer in Article I of its By-Laws to replace
the reference to Senior Vice President with ``Managing Director.'' This
reflects that OCC
[[Page 60500]]
Executive Vice Presidents and Senior Vice Presidents would become
``Managing Directors'' in the proposed hierarchy. Changes would also be
made to revise references from Senior Vice President to ``Managing
Director'' in both: (i) Interpretation and Policy .03 to Section 1 of
Article V of OCC's By-Laws and (ii) Interpretation and Policy .01 to
OCC Rule 309. References to Vice Presidents would also be replaced by
``Managing Director,'' ``Executive Director,'' and ``Executive
Principal,'' as applicable, in four other By-Law provisions. Those
provisions are Article IV, Section 1, Article IV, Section 9 (including
the title), and Article IX, Sections 1(a) and 12. These changes are
proposed because the roles and responsibilities of each Vice President
would instead be carried out by an individual having the title of
``Managing Director,'' ``Executive Director,'' or ``Executive
Principal,'' as applicable.
OCC also proposes to delete Interpretation and Policy .01 to
Article III, Section 15 of its By-Laws regarding emergency powers
because the references to Vice Presidents would no longer be relevant.
Instead, OCC would specify directly in the relevant subparts of Section
15 (rather than in an Interpretation and Policy) the officers who would
have authority to take certain actions in an emergency in the event
that the Board of Directors does not maintain a list of Designated
Officers who would have such emergency authority. Proposed changes to
Article III, Section 15 would also be made to clarify that the Chief
Executive Officer and Chief Operating Officer are Designated Officers
under the definition in Article I, Section 1.D.(8) of the By-Laws and
that the definition also includes any officer who would hold the rank
of Managing Director or higher and to whom the Chief Executive Officer
or Chief Operating Officer has delegated authority to perform a duty or
exercise a power under the By-Laws and Rules.
OCC is also proposing to remove the provisions from the By-Laws
that recognize the offices of Treasurer and Controller and to instead
identify that the Chief Financial Officer is an officer who has the
responsibilities currently associated with the Treasurer and
Controller.\11\ OCC believes this better represents the organization of
its Corporate Finance Department. Ultimate responsibility for the
Corporate Finance Department rests with the Chief Financial Officer and
OCC believes this position is appropriate to identify in its By-Laws
and have appointed by its Board, rather than Treasurer and Controller.
The By-Laws would be revised to reflect that all responsibilities
currently described in Article IV, Section 11 and Article IV, Section
12 as pertaining to the roles of Treasurer or Controller will be
combined into one Article IV, Section 11 as pertaining to the role of
Chief Financial Officer, which would be elected by the Board.
Consistent with these changes, OCC proposes to revise references to
Treasurer to ``Chief Financial Officer'' in Article IV, Section 1 and
Article IV, Section 10 of the By-Laws. Additionally, OCC proposes to
revise references to Treasurer and Assistant Treasurer in Article IX,
Section 1(a) of the By-Laws to ``Chief Financial Officer.''
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\11\ OCC plans to maintain the positions of Treasurer and
Controller; however, these titles will no longer be required by the
By-Laws.
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OCC also proposes to make conforming changes to the table of
contents of its By-Laws to reflect certain of the changes described
above.
Changes to OCC's Rule-Filed Policies
In addition, OCC proposes to make corresponding changes to its
Rule-Filed Policies to implement the title changes discussed above. OCC
proposes to achieve this by making changes to its Rule-Filed Policies
where titles are referenced. OCC proposes to remove the following non-
substantive items from its Rule-Filed Policies: Repeated document
titles, certain introductory information, related policies and
standards, related procedures, and revision history.
In cases where the title of a Rule-Filed Policy is listed twice
within the document, OCC proposes to remove a second listing and
maintain the title only in the header. OCC proposes to remove the
``Owner'' designations from its Rule-Filed Policies, as applicable. OCC
utilizes an internal system of record to manage its policy governance,
but as the designated owner of a policy is not a rule and can change,
for example if titles or personnel change, OCC believes maintaining
this information internally is appropriate and efficient. OCC proposes
to maintain the Rule-Filed Policy's approver and date of approval in
the introductory header.
As applicable, OCC proposes to remove the related policies and
standards and related procedures sections from its Rule-Filed Policies.
Lists of related policies, procedures and standards do not constitute a
rule and eliminating this information from Rule-Filed Policies will
encourage OCC staff to use OCC's internal system of record to identify
the policies and procedures that are related to the specific purpose or
function that they are performing instead of relying on a list that may
be outdated or under inclusive. Finally, OCC proposes to remove the
revision history section from its Rule-Filed Policies. Similar to
``Owner'', OCC maintains revision history information in its internal
system of record utilized for policy governance.
Below, the above summarized proposed changes are discussed, as
applicable, in relation to each of OCC's Rule-Filed Policies. In
addition, where titling changes are proposed, those changes are also
described.
Capital Management Policy
OCC proposes to remove from its Capital Management Policy the owner
listed in the header as well as the revision history section. The
policy owner and revision history do not constitute a rule and will
continue to be reflected in an internal system of record that OCC uses
to manage its policy governance. OCC believes maintaining this
information in a single system of record is appropriate, efficient and
will reduce the potential for confusion that could arise from
maintaining this information in both the system of record and the
policy.
Clearing Fund Methodology Policy
OCC proposes to remove from its Clearing Fund Methodology Policy a
redundant use of the document title, the owner listed in the header as
well as the related policies and standards, related procedures, and
revision history sections. The policy owner and revision history do not
constitute a rule and will continue to be reflected in an internal
system of record that OCC uses to manage its policy governance. OCC
believes maintaining this information in a single system of record is
appropriate, efficient and will reduce the potential for confusion that
could arise from maintaining this information in both the system of
record and the policy. Lists of related policies, procedures and
standards do not constitute a rule and eliminating this information
from the Clearing Fund Methodology Policy will encourage OCC staff to
use OCC's internal system of record to identify the policies and
procedures that are related to the specific purpose or function that
they are performing rather than relying on a list that may be outdated
or under inclusive. Accordingly, OCC does not believe lists of related
policies, standards and procedures need to be maintained separately
within the Clearing Fund Methodology Policy.
OCC also proposes updating two references to the ``Vice President''
title within the document to ``Executive Director'' and one reference
to ``EVP-
[[Page 60501]]
FRM'' \12\ to ``Chief Financial Risk Officer'' to accurately refer to
the corporate title of the person authorized therein.
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\12\ EVP means Executive Vice President and FRM means OCC's
Financial Risk Management Department.
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Collateral Risk Management Policy
OCC proposes to remove from its Collateral Risk Management Policy a
redundant use of the document title, the owner listed in the header as
well as the related policies and standards, related procedures, and
revision history sections. The policy owner and revision history do not
constitute a rule and will continue to be reflected in an internal
system of record that OCC uses to manage its policy governance. OCC
believes maintaining this information in a single system of record is
appropriate, efficient and will reduce the potential for confusion that
could arise from maintaining this information in both the system of
record and the policy. Lists of related policies, procedures and
standards do not constitute a rule and eliminating this information
from the Collateral Risk Management Policy will encourage OCC staff to
use OCC's internal system of record to identify the policies and
procedures that are related to the specific purpose or function that
they are performing rather than relying on a list that may be outdated
or under inclusive. Accordingly, OCC does not believe lists of related
policies, standards and procedures need to be maintained separately
within the Collateral Risk Management Policy.
Default Management Policy
OCC proposes to remove from its Default Management Policy a
redundant use of the document title, the owner listed in the header as
well as the related policies and standards, related procedures, and
revision history sections. The policy owner and revision history do not
constitute a rule and will continue to be reflected in an internal
system of record that OCC uses to manage its policy governance. OCC
believes maintaining this information in a single system of record is
appropriate, efficient and will reduce the potential for confusion that
could arise from maintaining this information in both the system of
record and the policy. Lists of related policies, procedures and
standards do not constitute a rule and eliminating this information
from the Default Management Policy will encourage OCC staff to use
OCC's internal system of record to identify the policies and procedures
that are related to the specific purpose or function that they are
performing rather than relying on a list that may be outdated or under
inclusive. Accordingly, OCC does not believe a list of related
policies, standards and procedures need to be maintained separately
within the Default Management Policy.
In addition, OCC proposes adding a header to separately identify
existing language describing the applicability and scope of the Default
Management Policy. The proposal also includes several non-substances
changes intended to correct typographical errors and clarify certain
aspects of the policy. OCC also proposes updating one reference to
``Executive Vice President--Financial Risk Management (``EVP-FRM'')''
to ``Chief Financial Risk Officer (``CFRO'')'' in the definition of
Designated Officer and deleting a redundant definition of Designated
Officer. Finally, OCC proposes updating all uses of ``EVP-FRM'' within
the Default Management Policy to ``CFRO.''
Liquidity Risk Management Framework
OCC proposes to remove from its Liquidity Risk Management Framework
a redundant use of the document title, the owner listed in the header
as well as the revision history section. The policy owner and revision
history do not constitute a rule and will continue to be reflected in
an internal system of record that OCC uses to manage its policy
governance. OCC believes maintaining this information in a single
system of record is appropriate, efficient and will reduce the
potential for confusion that could arise from maintaining this
information in both the system of record and the policy.
OCC also proposes updating one reference to ``EVP-FRM'' to ``Chief
Financial Risk Officer'' and simplifying a reference to the ``FRM vice
president that chairs the STWG'' \13\ to the ``chair of the STWG.''
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\13\ Defined in the Default Management Policy as Stress Test
Working Group.
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Margin Policy
OCC proposes to remove from its Margin Policy the owner, rule-filed
designation and version number listed in the header as well as the
related policies and standards, related procedures, and revision
history sections. The policy owner, rule-filed designation, version
number and revision history do not constitute a rule and will continue
to be reflected in an internal system of record that OCC uses to manage
its policy governance. OCC believes maintaining this information in a
single system of record is appropriate, efficient and will reduce the
potential for confusion that could arise from maintaining this
information in both the system of record and the policy. Lists of
related policies, procedures and standards do not constitute a rule and
eliminating this information from the Margin Policy will encourage OCC
staff to use OCC's internal system of record to identify the policies
and procedures that are related to the specific purpose or function
that they are performing rather than relying on a list that may be
outdated or under inclusive. Accordingly, OCC does not believe the list
of related documents needs to be maintained separately within the
Margin Policy.
OCC also proposes updating one reference to ``Executive Vice
President (``EVP'')-FRM'' to ``Chief Financial Risk Officer
(``CFRO'').'' Consistent with the change in acronym from ``EVP-FRM'' to
``CFRO,'' OCC proposes updating all uses of ``EVP-FRM'' within the
Margin Policy to ``CFRO.'' Finally, OCC proposes updating three
references to the ``Vice President'' title within the document to
``Executive Director.''
Model Risk Management Policy
OCC proposes to remove from its Model Risk Management Policy a
redundant use of the document title, the owner listed in the header as
well as the related policies and standards, related procedures, and
revision history sections. The policy owner and revision history do not
constitute a rule and will continue to be reflected in an internal
system of record that OCC uses to manage its policy governance. OCC
believes maintaining this information in a single system of record is
appropriate, efficient and will reduce the potential for confusion that
could arise from maintaining this information in both the system of
record and the policy. Lists of related policies, procedures and
standards do not constitute a rule and eliminating this information
from the Model Risk Management Policy will encourage OCC staff to use
OCC's internal system of record to identify the policies and procedures
that are related to the specific purpose or function that they are
performing rather than relying on a list that may be outdated or under
inclusive. Accordingly, OCC does not believe lists of related policies,
standards and procedures need to be maintained separately within the
Model Risk Management Policy.
OCC also proposes updating one reference to ``Executive Vice
President, Financial Risk Management (``EVP-FRM'')'' within the Model
Risk Management Policy to ``Chief Financial Risk Officer (``CFRO'').''
Consistent with the change in acronym from ``EVP-
[[Page 60502]]
FRM'' to ``CFRO,'' OCC proposes updating all uses of ``EVP-FRM'' within
the Model Risk Management Policy to ``CFRO.'' OCC proposes updating
three references to the ``First Vice President'' title within the
document to ``Executive Director.'' Finally, OCC proposes to allow the
CFRO to select a delegate for reviewing and approving Risk Model
documentation. The purpose of this change is to allow the CFRO to
select the person best suited to review and approve Risk Model
documentation.
Risk Management Framework Policy
OCC proposes to remove from its Risk Management Framework Policy a
redundant use of the document title, the owner listed in the header as
well as the revision history section. The policy owner and revision
history do not constitute a rule and will continue to be reflected in
an internal system of record that OCC uses to manage its policy
governance. OCC believes maintaining this information in a single
system of record is appropriate, efficient and will reduce the
potential for confusion that could arise from maintaining this
information in both the system of record and the policy. OCC also
proposes to make several administrative changes to the Risk Management
Framework Policy, including correcting typographical errors and
updating several cross-references to other policies and procedures.
Third-Party Risk Management Framework
OCC proposes to remove from its Third-Party Risk Management
Framework the owner, document type and rule-filed designation listed in
the header as well as the revision history section. The policy owner,
document type, rule-filed designation and revision history do not
constitute a rule and will continue to be reflected in an internal
system of record that OCC uses to manage its policy governance. OCC
believes maintaining this information in a single system of record is
appropriate, efficient and will reduce the potential for confusion that
could arise from maintaining this information in both the system of
record and the policy. OCC also proposes updating one reference to the
``Vice President'' title within the document to instead refer to
Article IV (Officers) of OCC's By-Laws.
Changes to the RWD Plan
OCC also proposes to make corresponding changes to its RWD Plan to
implement the title changes described above. This includes: Updating
references to ``Treasurer'' to ``Chief Financial Officer;'' updating
references to ``Vice President'' to ``Managing Directors, Executive
Directors, or Executive Principals;'' revising reference to the members
of OCC's Corporate Department to refer to members of OCC's Management
Committee, rather than the title of ``Senior Vice President;'' updating
references to ``Executive Vice President--Financial Risk Management''
and ``EVP-FRM'' to ``Chief Financial Risk Officer;'' removing
references to ``EVP'' and ``SVP'' that are no longer included in titles
of OCC's officers with ``Chief'' in their title; removing reference to
the SVP, Corporate Communications as a direct report to the Executive
Chairman as the leader of Corporate Communications now reports to the
Chief External Relations Officer; updating references to ``General
Counsel'' to ``Chief Legal Officer and General Counsel;'' updating
reference to ``VP Business Continuity'' to ``Business Continuity
Department;'' and revising exhibits 2-4, 2-5, and 2-6 to reflect
revisions to titles as well as reorganization of certain reporting
lines. The proposed revisions promote clarity regarding the
responsibilities of OCC's officers and will help ensure that the RWD
Plan accurately reflects the titles and reporting lines for OCC's
staff.
(2) Statutory Basis
OCC believes the proposed rule change is consistent with Section
17A of the Exchange Act \14\ and the rules thereunder applicable to
OCC. Section 17A(b)(3)(F) of the Exchange Act \15\ requires, among
other things, that the rules of a clearing agency be designed to
promote the prompt and accurate clearance and settlement of securities
transactions and, to the extent applicable, derivative agreements,
contracts, and transactions and to assure the safeguarding of
securities and funds which are in the custody or control of the
clearing or agency or for which it is responsible. The proposed rule
change is designed to align the OCC By-Laws, Rules, and Rule-Filed
Policies with OCC's governance structure and otherwise enhance the
accuracy, clarity, and consistency of the Rule-Filed Policies. The
proposed changes would, among other things, help effectuate an
organizational design process that OCC has undertaken to enhance the
effective operation of OCC's core clearance, settlement, and risk
management activities. By ensuring that the OCC By-Laws, Rules, and
Rule-Filed Policies accurately reflect the titles and responsibilities
for OCC's officers, the proposed changes will support the improved
efficacy that this process is expected to achieve. In turn, Exchange
Act Rules 17Ad-22(e)(2)(i) and (iv) \16\ require each covered clearing
agency to establish, implement, maintain, and enforce written policies
and procedures reasonably designed to provide for governance
arrangements that are clear and transparent and specify clear and
direct lines of responsibility. OCC believes that the proposed
revisions would help promote clear and transparent governance
arrangements in OCC's By-Laws, Rules, and Rule-Filed Policies. OCC aims
to achieve this by restructuring the four titles of officers who
currently serve as Vice Presidents to three titles. OCC also proposes
to recognize in the By-Laws the role of OCC's Chief Financial Officer
instead of the roles of Treasurer or Controller to represent the
structure of its Corporate Finance Department more clearly.
Additionally, OCC believes that it can avoid potential future confusion
by removing from its Rule-Filed Policies information that OCC maintains
in its system of record and that does not constitute substantive
content of the Rule-Filed Policies. These changes involve elements of
Rule-Filed Policies that are neither rules nor stated policies,
practices or interpretations and removing this information from the
Rule-Filed Policies will eliminate inconsistencies that could arise
from maintaining it in multiple places with different approval
processes. In this way, OCC believes that the proposed rule change is
therefore designed, in general, to promote the prompt and accurate
clearance and settlement of securities and derivatives transactions and
assure the safeguarding of securities and funds which are in the
custody or control of OCC or for which it is responsible in accordance
with the requirements of Section 17A(b)(3)(F) of the Exchange Act \17\
and Rules 17Ad-22(e)(2)(i) and (iv) thereunder.\18\
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\14\ 15 U.S.C. 78q-1.
\15\ 15 U.S.C. 78q-1(b)(3)(F).
\16\ 17 CFR 240.17Ad-22(e)(2)(i).
\17\ 15 U.S.C. 78q-1(b)(3)(F).
\18\ 17 CFR 240.17Ad-22(e)(2)(i), (iv).
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In addition, Exchange Act Rule 17Ad-22(e)(3)(ii) requires that a
covered clearing agency establish, implement, maintain, and enforce
written policies and procedures reasonably designed to maintain a sound
risk management framework for comprehensively managing legal, credit,
liquidity, operational, general business, investment, custody, and
other risks that arise in or are borne by the covered clearing agency,
which includes plans for the recovery and orderly winddown of the
covered clearing agency
[[Page 60503]]
necessitated by credit losses, liquidity shortfalls, losses from
general business risk, or any other losses.\19\ OCC believes that the
proposed changes to the RWD Plan are consistent with Rule 17Ad-
22(e)(3)(ii) \20\ because they will help ensure that the plan
accurately reflects the titles, responsibilities and reporting lines
for OCC's staff.
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\19\ See Securities Exchange Act Release No. 34-78961 (Oct. 13,
2016), 81 FR 70786, 70808 (Oct. 13, 2016) (File No. S7-03-14).
\20\ 17 CFR 240.17Ad-22(e)(3)(ii).
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(B) Clearing Agency's Statement on Burden of Competition
Section 17A(b)(3)(I) of the Act \21\ requires that the rules of a
clearing agency not impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act. OCC does not
believe that the proposed rule change would have any impact or impose
any burden on competition. The proposal relates only to changes to
OCC's internal management structure with respect to officers who hold
the title of Vice President and its derivatives and to recognize OCC's
``Chief Financial Officer'' and have no effect on OCC clearing members.
OCC does not believe the proposal would affect access to OCC's
services.
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\21\ 15 U.S.C. 78q-1(b)(3)(I).
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(C) Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants or Others
Written comments on the proposed rule change were not and are not
intended to be solicited with respect to the proposed rule change, and
none have been received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Pursuant to Section 19(b)(3)(A) \22\ of the Act, and Rule 19b-
4(f)(6) thereunder,\23\ the proposed rule change is filed for immediate
effectiveness because it does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) by its terms would not
become operative for 30 days after the date of the filing, or such
shorter time as the Commission may designate. As described above, the
proposal would narrowly revise the titles of officers within OCC who
are Vice Presidents or derivatives of Vice Presidents. In addition, the
changes related to identifying the Chief Financial Officer rather than
Controller and Treasurer within the By-Laws serve to clarify the
officer role that is responsible for OCC's Corporate Finance
Department. Furthermore, the proposed changes to OCC's Rule-Filed
Policies to align with the revised titles as well as make non-
substantive updates do not impact the function of the Rule-Filed
Policies. Accordingly, the proposal would not significantly affect the
protection of investors or the public interest or impose any
significant burden on competition because it is a change to OCC officer
structure that has no direct effect on Clearing Members or other users
of OCC's services. Additionally, OCC provided the Commission with
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.
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\22\ 15 U.S.C. 78s(b)(3)(A)(iii).
\23\ 17 CFR 240.19b-4(f)(6).
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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.\24\
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\24\ Notwithstanding its immediate effectiveness, implementation
of this rule change will be delayed until this change is deemed
certified under CFTC Regulation 40.6.
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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
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#c0b2b5aca5eda3afadada5aeb4b380b3a5a3eea7afb6"><span class="__cf_email__" data-cfemail="f486819891d9979b9999919a8087b4879197da939b82">[email protected]</span></a>. Please include
File Number SR-OCC-2021-010 on the subject line.
Paper Comments
<bullet> 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-OCC-2021-010. 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 (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of such filing also will be available for inspection
and copying at the principal office of OCC and on OCC's website at
<a href="https://www.theocc.com/Company-Information/Documents-and-Archives/By-Laws-and-Rules#rule-filings">https://www.theocc.com/Company-Information/Documents-and-Archives/By-Laws-and-Rules#rule-filings</a>.
All comments received will be posted without change. Persons
submitting comments are cautioned that we do not redact or edit
personal identifying information from comment submissions. You should
submit only information that you wish to make available publicly.
All submissions should refer to File Number SR-OCC-2021-010 and
should be submitted on or before November 23, 2021.
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\25\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\25\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-23815 Filed 11-1-21; 8:45 am]
BILLING CODE 8011-01-P
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This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.