Notice2022-07747
Self-Regulatory Organizations; ICE Clear Credit LLC; Notice of Filing of Proposed Rule Change Relating to the ICC Governance Playbook
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
April 12, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 70 (Tuesday, April 12, 2022)</title>
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[Federal Register Volume 87, Number 70 (Tuesday, April 12, 2022)]
[Notices]
[Pages 21687-21689]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-07747]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-94616; File No. SR-ICC-2022-003]
Self-Regulatory Organizations; ICE Clear Credit LLC; Notice of
Filing of Proposed Rule Change Relating to the ICC Governance Playbook
April 6, 2022.
Pursuant to 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 April 4, 2022, ICE Clear Credit LLC (``ICC'') filed with the
Securities and Exchange Commission (the ``Commission'') the proposed
rule change as described in Items I, II, and III below, which Items
have been prepared primarily by ICC. The Commission is publishing this
notice to solicit comments on the proposed rule change from interested
persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
The principal purpose of the proposed rule change is to revise the
ICC Governance Playbook. These revisions do not require any changes to
the ICC Clearing Rules (the ``Rules'').
II. Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
In its filing with the Commission, ICC included statements
concerning the purpose of and basis for the proposed rule change,
security-based swap submission, or advance notice and discussed any
comments it received on the proposed rule change, security-based swap
submission, or advance notice. The text of these statements may be
examined at the places specified in Item IV below. ICC 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
(a) Purpose
ICC proposes revisions to the Governance Playbook, which
consolidates governance arrangements set forth in ICC's Rules,
operating agreement, and other ICC policies and procedures. The
Governance Playbook contains information regarding the governance
structure at ICC, which includes the Board, committees, and management.
ICC believes the proposed changes will facilitate the prompt and
accurate clearance and settlement of securities transactions and
derivative agreements, contracts, and transactions for which it is
responsible. ICC proposes to make such changes following Commission
approval of the proposed rule change. The proposed rule change is
described in detail as follows.
The proposed changes consist of clarifications and updates
regarding the roles and responsibilities of the ICC Legal Department
(``Legal'') and internal committees involved in the governance process.
ICC proposes to amend Section I, which describes the purpose of the
[[Page 21688]]
document. ICC proposes to specify that Legal will review and amend the
Governance Playbook as needed when there are circumstances that may
impact the governance procedures of ICC, such as regulatory changes or
changes in ICC's structure or practices.
ICC proposes to amend Section III.H, which contains information on
disclosures that ICC is required to make to regulators, Clearing
Participants, and the public. ICC maintains a public Disclosure
Framework that describes its material rules, policies, and procedures
regarding its legal, governance, risk management, and operating
framework. ICC proposes additional details on the process of updating
the Disclosure Framework. Under the amendments, Legal would determine
when changes to the Disclosure Framework are necessary. ICC proposes to
include regulations applicable to Disclosure Framework updates and a
related change to spell out an abbreviated term for consistency. ICC
also proposes to define a material change that would require a
Disclosure Framework update. Furthermore, the proposed revisions
incorporate procedures for reporting Disclosure Framework changes
pursuant to applicable regulations.
ICC proposes to amend Section IV, which contains information
regarding the roles and responsibilities of the various committees at
ICC. Specifically, ICC proposes to update the membership composition of
the Steering Committee, including amended titles and positions in order
to be consistent with the membership composition set out in the
Steering Committee's charter. These revisions are intended for
consistency and transparency and would remove outdated information
regarding the Steering Committee's membership composition from the
Governance Playbook. They would not change the function of the Steering
Committee, which continues to review, approve and oversee the
implementation of CDS product launches and initiatives. Additionally,
ICC proposes to incorporate the CDS Service Review, including its
description, membership composition, meeting frequency, and relevant
documents. This committee discusses and reviews the status of active
ICC initiatives to report on the delivery process and technology
delivery related activities (e.g., development, testing). This addition
is proposed for transparency and completeness, as the CDS Service
Review is not new to ICC, in order to ensure that the Governance
Playbook includes all groups relevant to ICC's governance process.
(b) Statutory Basis
ICC believes that the proposed rule change is consistent with the
requirements of Section 17A of the Act \3\ and the regulations
thereunder applicable to it, including the applicable standards under
Rule 17Ad-22.\4\ In particular, Section 17A(b)(3)(F) of the Act \5\
requires that the rule change be consistent with the prompt and
accurate clearance and settlement of securities transactions and
derivative agreements, contracts and transactions cleared by ICC, the
safeguarding of securities and funds in the custody or control of ICC
or for which it is responsible, and the protection of investors and the
public interest. The proposed amendments consist of clarifications and
updates regarding the roles and responsibilities of Legal and internal
committees involved in the governance process. Additional procedures
are assigned to Legal to ensure that the Governance Playbook and the
Disclosure Framework remain up-to-date and that ICC remain in
compliance with applicable regulatory requirements. Moreover, the
proposed changes update the membership composition of the Steering
Committee, including amended titles and positions as necessary to
reflect the membership composition in the Steering Committee's charter.
The proposed changes also add the CDS Service Review, which is not a
new committee, to promote completeness and ensure that the Governance
Playbook includes all groups relevant to ICC's governance process. In
ICC's view, the proposed amendments would ensure that the Governance
Playbooks clearly and accurately sets out the functions and
responsibilities of all relevant individuals and groups to remain
effective and to ensure such individuals and groups carry out their
required functions. ICC believes that the proposed changes promote an
up-to-date, transparent, and comprehensive Governance Playbook, thereby
promoting governance of ICC that is effective and efficient and
ensuring that ICC has clear and transparent governance arrangements
that promote its safety and efficiency. As such, the proposed rule
change is designed to promote the prompt and accurate clearance and
settlement of securities transactions, derivatives agreements,
contracts, and transactions; to contribute to the safeguarding of
securities and funds associated with security-based swap transactions
in ICC's custody or control, or for which ICC is responsible; and, in
general, to protect investors and the public interest within the
meaning of Section 17A(b)(3)(F) of the Act.\6\
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\3\ 15 U.S.C. 78q-1.
\4\ 17 CFR 240.17Ad-22.
\5\ 15 U.S.C. 78q-1(b)(3)(F).
\6\ Id.
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The amendments would also satisfy relevant requirements of Rule
17Ad-22.\7\ Rule 17Ad-22(e)(2) \8\ requires ICC to establish,
implement, maintain, and enforce written policies and procedures
reasonably designed to provide for governance arrangements that, among
other matters, are (i) clear and transparent; (iii) support the public
interest requirements in Section 17A of the Act \9\ applicable to
clearing agencies, and the objectives of owners and participants; and
(v) specify clear and direct lines of responsibility. The Governance
Playbook documents the role of the Board, relevant committees, and
management in the governance process to provide for clear and
transparent governance arrangements that specify clear and direct lines
of responsibility. As described above, the proposed changes more
clearly set out the responsibilities of Legal and include updates with
respect to relevant internal individuals and committees involved in the
governance process, which ensures that these individuals and groups
carry out their required functions. Moreover, these governance
arrangements set out in the document continue to promote the safety and
efficiency of ICC and support the public interest requirements in
Section 17A of the Act \10\ applicable to clearing agencies, and the
objectives of owners and participants, by describing the roles,
responsibilities, and required skills of relevant individuals and
groups, thereby ensuring that they have the appropriate knowledge and
skills to discharge their responsibilities and that ICC continues to
provide safe and sound central counterparty services. As such, ICC
believes that the proposed rule change is consistent with the
requirements of Rule 17Ad-22(e)(2).\11\
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\7\ 17 CFR 240.17Ad-22.
\8\ 17 CFR 240.17Ad-22(e)(2).
\9\ 15 U.S.C. 78q-1.
\10\ Id.
\11\ 17 CFR 240.17Ad-22(e)(2).
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Rule 17Ad-22(e)(23) \12\ requires ICC to establish, implement,
maintain, and enforce written policies and procedures reasonably
designed to provide for, among other matters, (i) publicly disclosing
all relevant rules and material procedures, including key aspects of
its default rules and procedures; (iv) a comprehensive public
disclosure that describes its material
[[Page 21689]]
rules, policies, and procedures regarding its legal, governance, risk
management, and operating framework, accurate in all material respects
at the time of publication; and (v) updating the public disclosure
every two years, or more frequently following changes to its system or
the environment in which it operates to the extent necessary to ensure
statements previously provided remain accurate in all material
respects. The Governance Playbook contains procedures regarding
required disclosures to ensure that ICC publicly discloses relevant
rules and material procedures. The proposed changes assign
responsibility, reference applicable regulations, and include
additional information and procedures regarding maintaining and
updating the Disclosure Framework in accordance with relevant
regulations. Such changes would ensure that the Disclosure Framework is
updated accordingly and remains accurate in all material respects in
compliance with applicable regulatory requirements. Therefore, ICC
believes the proposed rule change is consistent with the requirements
of Rule 17ad-22(e)(23).\13\
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\12\ 17 CFR 240.17Ad-22(e)(23).
\13\ Id.
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(B) Clearing Agency's Statement on Burden on Competition
ICC does not believe the proposed rule change would have any
impact, or impose any burden, on competition. The proposed changes to
the Governance Playbook will apply uniformly across all market
participants. The changes consist of clarifications and updates
regarding the roles and responsibilities of Legal and internal
committees involved in the governance process to promote clarity,
consistency, and completeness in respect of the information provided in
the Governance Playbook. Moreover, ICC does not believe these
amendments would affect the costs of clearing or the ability of market
participants to access clearing. Therefore, ICC does not believe the
proposed rule change would impose any burden on competition that is
inappropriate in furtherance of the purposes of the Act.
(C) Clearing Agency's Statement on Comments on the Proposed Rule
Change, From Members, Participants or Others
Written comments relating to the proposed rule change have not been
solicited or received. ICC will notify the Commission of any written
comments received by ICC.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve or disapprove such proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<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#85f7f0e9e0a8e6eae8e8e0ebf1f6c5f6e0e6abe2eaf3"><span class="__cf_email__" data-cfemail="9defe8f1f8b0fef2f0f0f8f3e9eeddeef8feb3faf2eb">[email protected]</span></a>. Please include
File Number SR-ICC-2022-003 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities and
Exchange Commission, 100 F Street NE, Washington, DC 20549.
All submissions should refer to File Number SR-ICC-2022-003. 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 filings will also be available for inspection
and copying at the principal office of ICE Clear Credit and on ICE
Clear Credit's website at <a href="https://www.theice.com/clear-credit/regulation">https://www.theice.com/clear-credit/regulation</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-ICC-2022-003 and should be
submitted on or before May 3, 2022.
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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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-07747 Filed 4-11-22; 8:45 am]
BILLING CODE 8011-01-P
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