Notice2024-28256
Self-Regulatory Organizations; National Securities Clearing Corporation; The Depository Trust Company; Fixed Income Clearing Corporation; Order Approving Proposed Rule Change To Adopt the Clearing Agency Framework for Certain Requirements on Governance and Conflicts of Interest
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
December 3, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 232 (Tuesday, December 3, 2024)</title>
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[Federal Register Volume 89, Number 232 (Tuesday, December 3, 2024)]
[Notices]
[Pages 95843-95846]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-28256]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-101764; File Nos. SR-DTC-2024-009; SR-FICC-2024-010;
SR-NSCC-2024-006]
Self-Regulatory Organizations; National Securities Clearing
Corporation; The Depository Trust Company; Fixed Income Clearing
Corporation; Order Approving Proposed Rule Change To Adopt the Clearing
Agency Framework for Certain Requirements on Governance and Conflicts
of Interest
November 26, 2024.
I. Introduction
On August 15, 2024, National Securities Clearing Corporation
(``NSCC''), The Depository Trust Company (``DTC''), and Fixed Income
Clearing Corporation (``FICC,'' each a subsidiary of The Depository
Trust & Clearing Corporation (``DTCC'') and each a ``Clearing Agency,''
and collectively, the ``Clearing Agencies''), filed with the Securities
and Exchange Commission (``Commission'') proposed rule changes SR-NSCC-
2024-006, SR-DTC-2024-009, and SR-FICC-2024-010, respectively, pursuant
to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'')
\1\ and Rule 19b-4 thereunder (``Proposed Rule Changes'').\2\ The
Proposed Rule Changes were published for comment in the Federal
Register on September 3, 2024.\3\ The Commission has received no
comments on the changes proposed. For the reasons discussed below, the
Commission is approving the Proposed Rule Changes.
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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. 100841 (Aug. 27,
2024), 89 FR 71646 (Sep. 3, 2024) (File No. SR-NSCC-2024-006)
(``NSCC Notice of Filing''); Securities Exchange Act Release No.
100842 (Aug. 27, 2024), 89 FR 71597 (Sep. 3, 2024) (File No. SR-DTC-
2024-009) (``DTC Notice of Filing''); Securities Exchange Act
Release No. 100843 (Aug. 27, 2024), 89 FR 71593 (Sep. 3, 2024) (File
No. SR-FICC-2024-010) (``FICC Notice of Filing'').
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II. Background
On November 16, 2023, the Commission adopted rules under the Act to
improve the governance of clearing agencies registered with the
Commission (``registered clearing agencies'') by reducing the
likelihood that conflicts of interest may influence the board of
directors or equivalent governing body (``board'') of a registered
clearing agency.\4\ The rules identify certain responsibilities of the
Board, increase transparency into board governance, and, more
generally, improve the alignment of incentives among owners and
participants of a registered clearing agency. The Commission adopted 17
CFR 240.17ad-25 (``Rule 17Ad-25'') under the Act to establish these new
requirements for board governance and for the management of conflicts
of interest by registered clearing agencies.
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\4\ See Clearing Agency Governance and Conflicts of Interest,
Exchange Act Release No. 98959 (Nov. 16, 2023), 88 FR 84454 (Dec. 5,
2023) (S7-21-22).
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The Proposed Rule Changes would adopt a new framework entitled the
``Clearing Agency Framework for Certain Requirements on Governance and
Conflicts of Interest'' (``Framework'') to outline the way in which the
Clearing Agencies and their Boards of Directors (``Boards'') comply
with certain sections of Rule 17Ad-25,\5\ specifically subsections (g),
(h), (i), and (j).\6\
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\5\ See NSCC Notice of Filing, 89 FR 71646; DTC Notice of
Filing, 89 FR 71598; and FICC Notice of Filing, 89 FR 71594, all at
note 3 supra.
\6\ See 17 CFR 240.17ad-25(g), (h), (i) and (j).
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III. Description of the Proposed Rule Change
A. Section 1 and Section 2: Executive Summary and Framework Ownership
and Change Management
Section 1 of the Proposed Rule Changes constitutes the executive
summary. Section 1 states that the Framework provides an outline for
the way in which the Clearing Agencies and their Boards comply with the
requirements of Rule 17Ad-25(g), (h), (i), and (j). It also states that
the Clearing Agencies may develop policies, procedures, and other
supplemental documentation to support execution of the Framework, and
that, in the event of a conflict between this Framework and such other
supplemental documentation, the Framework shall prevail. Section 1
further states that individuals elected to the DTCC Board of Directors
are also elected to the Boards of each of the Clearing Agencies, and
that the Framework is applicable to the directors of each of the
Clearing Agencies and DTCC separately with respect to their role on
each Board.
Section 2 of the Proposed Rule Changes covers Framework ownership
and change management. The Framework would be owned and managed within
the DTCC General Counsel's Office by an officer on behalf of each
Clearing Agency. Section 2 states that any changes to the Framework
shall be approved by either: (1) the Boards; (2) such Board committees
as may be delegated authority by the Boards from time to time pursuant
to their charters; or, (3) the General Counsel or Deputy General
Counsels of the Clearing Agencies, pursuant to authority delegated by
the Boards and with the advice and direction of the Framework owner.
Section 2 also states that the Framework would be reviewed and approved
annually by the Boards or duly authorized committees of the Boards.
B. Section 3: Conflicts of Interest
Section 3 of the Proposed Rules Changes describes how the Clearing
Agencies comply with sections (g) and (h) of Rule 17ad-25. Rule 17Ad-
25(g) requires each registered clearing agency to establish, implement,
maintain and enforce written policies and procedures reasonably
designed to identify and document, and mitigate or eliminate existing
or potential conflicts of interest in the decision-making process of
the directors or senior managers of the registered clearing agency.\7\
Rule 17ad-25(h) requires each registered clearing agency to establish,
implement, maintain and enforce written policies and procedures
reasonably designed to require a director of a registered clearing
agency to document and inform the registered clearing agency promptly
of the existence of any relationship or interest that could reasonably
affect the
[[Page 95844]]
independent judgment or decision-making of the director.\8\
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\7\ See 17 CFR 240.17ad-25(g).
\8\ See 17 CFR 240.17ad-25(h)
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The Proposed Rule Changes require directors to exercise their
powers in good faith and in the best interests of the Clearing
Agencies, rather than their own interests or the interests of another
entity or person. The Proposed Rule Changes state that a conflict of
interest is present whenever the interests of the Clearing Agencies
compete with the interests of a director, the director's employer, or
any other party with which a director is associated, or otherwise
whenever a director's corporate or personal interests could be viewed
as affecting his or her objectivity or independent judgment in
fulfilling the director's duties to the Clearing Agencies.
The Proposed Rule Changes state that directors are required to
document and inform the Corporate Secretary of the Clearing Agencies
promptly of the existence of any relationship or interest that
reasonably could affect the independent judgment or decision-making of
the director. The Corporate Secretary would then escalate any
disclosure to the General Counsel for evaluation. If such disclosure is
deemed to be an actual conflict of interest, the General Counsel would
notify the Non-Executive Chairman of the Board and discuss how such
conflict can be mitigated or eliminated. Upon identification of a
conflict of interest, the Non-Executive Chairman, in consultation with
the General Counsel, shall determine how such conflict should be
addressed on a case-by-case basis. In certain cases, it may be
advisable for the director to recuse themselves from any discussion or
vote related to the matter. In other cases, where the conflict is
limited or indirect, the Non-Executive Chairman, in consultation with
the General Counsel, may determine that the conflict should be
disclosed to the full Board of Directors, but that, in light of such
disclosure to the Board, recusal of the director is unnecessary. The
Proposed Rule Changes provide that there may be cases where a conflict
is so significant or pervasive that the director would be unable to
continue to serve on the Boards. In such instances, the Non-Executive
Chairman and General Counsel would discuss with the Governance
Committee. Any measures taken to address a conflict of interest would
be documented by the Corporate Secretary's Office.
The Proposed Rule Changes state that all staff, including senior
managers, must avoid activities or relationships that might affect
objectivity in business decisions throughout employment with the
Clearing Agencies. All staff, including senior managers, are required
to disclose a relationship or interest that reasonably could affect
objectivity in business decisions for review and determination on the
appropriate course of action. A course of action for a conflict of
interest could include actions such as recusal of the staff member from
the particular matter, such as a vendor selection process or
disallowing a staff member from being on the board of directors of a
Clearing Agency vendor or client. The course of action will be
documented.
The Proposed Rule Changes also state that the Clearing Agencies
maintain policies and procedures which provide that the Clearing
Agencies identify and document existing or potential conflicts of
interest in the decision-making process involving directors or senior
managers of the Clearing Agencies and mitigate or eliminate and
document the mitigation or elimination of such conflicts of
interest.\9\
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\9\ As part of the Proposed Rule Changes, the Clearing Agencies
filed certain materials as Exhibit 3: DTCC Board Charter and Mission
Statement; DTCC Board Code of Ethics and Conflict of Interest
Policy; Corporate Secretary's Office Procedures for DTCC Director
Conflicts of Interest and Independence Assessment; DTCC Risk
Management Advisory Council Charter; and DTCC Gifts, Entertainment
and Conflicts of Interest Policy and Procedures. Pursuant to 17 CFR
240.24b-2, FICC requested confidential treatment of Exhibit 3.
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C. Section 4: Management of Risks From Relationships With Service
Providers for Core Services
Section 4 of the Proposed Rule Changes describes how the Clearing
Agencies comply with section (i) of Rule 17Ad-25. Rule 17Ad-25(i)
requires each registered clearing agency to establish, implement,
maintain and enforce written policies and procedures reasonably
designed to require senior management to manage the risks from
relationships with service providers for core services.\10\ The
Clearing Agencies would identify service providers for core services
and would adopt the definition of ``service provider for core
services'' from Rule 17Ad-25(a), which is ``any person that, through a
written service provider agreement for services provided to or on
behalf of the registered clearing agency, on an ongoing basis, directly
supports the delivery of clearance or settlement functionality or any
other purposes material to the business of the registered clearing
agency.'' \11\
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\10\ See 17 CFR 240.17ad-25(i).
\11\ See 17 CFR 240.17ad-25(a).
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Specifically, senior management would be required to: (1) evaluate
and document the risks related to agreements with service providers for
core services, including under changes to circumstances and potential
disruptions, and whether the risks can be managed in a manner
consistent with the Clearing Agencies' risk management framework; \12\
and, (2) perform ongoing monitoring of the relationship and report to
the Boards for their evaluation of any action taken by senior
management to remedy significant deterioration in performance or
address changing risks or material issues identified through such
monitoring, or if the risk or material issues identified cannot be
remedied, senior management would be required to assess and document
weaknesses or deficiencies in the relationship with the service
provider for core services for submission to the Board.\13\ Service
providers for core services can be external service providers or
internal (i.e., intercompany affiliates such as DTCC or one of its
subsidiaries). The Clearing Agencies employ a proportionate and risk-
based approach adapted to the distinct characteristics and risks
presented by these two different categories of service providers.\14\
Regarding internal service providers, deficiencies are assessed as part
of the Clearing agencies' risk tolerance framework. Clearing Agencies
and their affiliates are all held directly accountable by a common
governance arrangement to a set of performance level and risk
management standards based upon the Clearing Agencies'
requirements.\15\ Regarding external service providers, deficiencies
are assessed against criteria established by the Third Party Risk
Department, who submits deficiency information to the Board or relevant
Board committee. Because external service providers are not subject to
the same governance arrangements and standards as intercompany
affiliates, the Clearing Agencies must use different mechanisms (e.g.,
negotiating and enforcing express contractual terms) to ensure a
comparable degree of risk management and monitoring. Given the
difference in accountability mechanisms, the Clearing Agencies rely
upon a dedicated third party risk management function to manage and
monitor external relationship risks
[[Page 95845]]
separately from the internal functions.\16\ Business owners of each
service provider for core services are responsible for documenting any
deficiencies.
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\12\ See NSCC Notice of Filing, 89 FR 71648; DTC Notice of
Filing, 89 FR 71599; and FICC Notice of Filing, 89 FR 71595, all at
note 3 supra.
\13\ Id.
\14\ Id.
\15\ Id.
\16\ Id.
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The Proposed Rule Changes state that the Boards of the Clearing
Agencies would: (1) review and approve the procedures regarding service
providers for core services; (2) review and approve any agreement that
would establish a relationship with a service providers for core
services along with the required risk evaluation prepared by senior
management; and, (3) evaluate any action taken by senior management to
remedy significant deterioration in performance or address changing
risks or material issues identified through senior management's
monitoring of service providers for core services.\17\
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\17\ Id.
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The Proposed Rule Changes also state that the Clearing Agencies
currently maintain policies and procedures that manage risks related to
service providers for core services.\18\
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\18\ As part of the Proposed Rule Changes, the Clearing Agencies
filed certain materials as Exhibit 3: Excerpts from DTCC Risk
Tolerance Procedures: Intercompany Agreement Review and Storage
Procedure; and Excerpts from DTCC Third Party Risk Policy and
Procedures. Pursuant to 17 CFR 240.24b-2, FICC requested
confidential treatment of Exhibit 3.
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D. Section 5: Solicitation of Stakeholder Viewpoints on Material
Developments in Risk Management and Operations
Rule 17Ad-25(j) requires each registered clearing agency to
establish, implement, maintain and enforce written policies and
procedures reasonably designed to require the board of directors to
solicit, consider, and document its consideration of the views of
participants and other relevant stakeholders of the registered clearing
agency on material developments in its governance and operations on a
recurring basis.\19\ Section 5 of the Proposed Rule Changes states that
in support of their compliance with Rule 17Ad-25(j), the Clearing
Agencies have established various advisory councils (``Advisory
Councils'') made up of representatives of the Clearing Agencies'
participants and other relevant stakeholders. In order to ensure
appropriate stakeholders are consulted for different types of material
developments at the Clearing Agencies, the Clearing Agencies have
established a joint Advisory Council to consider material developments
in risk management across the Clearing Agencies and separate business-
line specific Advisory Councils to consider material developments in
operations. The Clearing Agencies may also use other mechanisms, such
as ad hoc group meetings of Clearing Agency participants and other
relevant stakeholders, to assist the Boards of the Clearing Agencies in
meeting their obligations under Rule 17Ad-25(j).
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\19\ See 17 CFR 240.17ad-25(j).
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The Proposed Rule Changes state further that the Advisory Councils
and the ad hoc mechanisms assist the Boards of the Clearing Agencies in
their obligation to solicit, consider, and document their consideration
of the views of participants and other relevant stakeholders of the
Clearing Agencies regarding material developments in their respective
risk management and operations on a recurring basis. Senior management
of the Clearing Agencies would bring material developments in the
Clearing Agencies' risk management and operations to the Advisory
Councils (or ad hoc mechanisms) for their consideration. Senior
management would document the views of the participating stakeholders
on such developments. Senior management would then escalate the views
on material developments in the Clearing Agencies risk management and
operations to the Boards for their consideration. The Boards will
consider and document their consideration of the views of Clearing
Agency participants and other relevant stakeholders regarding material
developments in the Clearing Agencies' risk management and operations
that are escalated by senior management via the Advisory Councils or
other appropriate means.\20\
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\20\ See NSCC Notice of Filing, 89 FR 71648; DTC Notice of
Filing, 89 FR 71599; and FICC Notice of Filing, 89 FR 71595, all at
note 3 supra.
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The Proposed Rule Changes also define ``material developments'' as
including developments that would significantly affect the risk and/or
operational profile of a Clearing Agency and/or would significantly
affect the rights and obligations of relevant stakeholders. Providing
information on such material developments enables stakeholders to
identify and evaluate the risk, fees and other significant costs they
incur by participating or otherwise interacting with a Clearing Agency.
``Material developments'' in the Clearing Agencies' risk management and
operations would cover areas such as financial risk management, margin
methodologies, cyber and operational resiliency, default management,
fee structures, the introduction of new cleared products and services,
access models, and the design and functioning of the processes and
technology systems that support the infrastructure of the Clearing
Agencies and the way that participants and other relevant stakeholders
connect to such systems.\21\
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\21\ As part of the Proposed Rule Changes, the Clearing Agencies
filed certain materials as Exhibit 3: DTC Asset Services Advisory
Council Charter; FICC Advisory Council Charter; NSCC and DTC
Clearance and Settlement Advisory Council Charter; and Risk
Management Advisory Council Charter. Pursuant to 17 CFR 240.24b-2,
FICC requested confidential treatment of Exhibit 3.
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IV. Discussion and Commission Findings
Section 19(b)(2)(C) of the Act \22\ directs the Commission to
approve a proposed rule change of a self-regulatory organization if it
finds that such proposed rule change is consistent with the
requirements of the Act and rules and regulations thereunder applicable
to such organization. After carefully considering the Proposed Rule
Changes, the Commission finds that the Proposed Rule Changes are
consistent with the requirements of the Act and the rules and
regulations thereunder applicable to the Clearing Agencies. In
particular, the Commission finds that the Proposed Rule Changes are
consistent with Section 17A(b)(3)(F) \23\ of the Act and Rules 17ad-
25(g), (h), (i), and (j),\24\ each promulgated under the Act.
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\22\ 15 U.S.C. 78s(b)(2)(C).
\23\ 15 U.S.C. 78q-1(b)(3)(F).
\24\ 17 CFR 240.17ad-22(e)(18)(iv)(C).
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A. Consistency With Sections 17A(b)(3)(A) and (F) of the Act
Section 17A(b)(3)(A) of the Act \25\ requires, among other things,
that the Clearing Agencies be so organized and have the capacity to be
able to comply with the provisions of the Act and the rules and
regulations thereunder. Section 17A(b)(3)(F) of the Act \26\ requires,
among other things, that the Clearing Agencies' rules must be designed
to promote the prompt and accurate clearance and settlement of
securities transactions, and to foster cooperation and coordination
with persons engaged in the clearance and settlement of securities
transactions. Based on review of the record, and for the reasons
discussed below,\27\ the Proposed Rule Changes are consistent with the
Clearing Agencies being so organized and having the capacity to comply
with the Act and the rules and regulations thereunder, and the Proposed
Rule Changes are designed to promote the prompt and accurate clearance
and settlement of securities transactions and to foster cooperation and
coordination with persons engaged
[[Page 95846]]
in the clearance and settlement of securities transactions.
Accordingly, the Proposed Rule Changes are consistent with Section
17A(b)(3)(A) and (F) of the Act.
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\25\ 15 U.S.C. 78q-1(b)(3)(A).
\26\ 15 U.S.C. 78q-1(b)(3)(F).
\27\ See Sections IV.B, C, and D infra.
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B. Consistency With Rule 17Ad-25(g) and (h) Under the Act
Rule 17Ad-25(g) requires each registered clearing agency to
establish, implement, maintain and enforce written policies and
procedures reasonably designed to identify and document, and mitigate
or eliminate existing or potential conflicts of interest in the
decision-making process of the directors or senior managers of the
registered clearing agency. Also, Rule 17Ad-25(h) requires each
registered clearing agency to establish, implement, maintain, and
enforce written policies and procedures reasonably designed to require
a director to document and inform the registered clearing agency
promptly of the existence of any relationship or interest that
reasonably could affect the independent judgment or decision-making of
the director.
As described above, the Proposed Rule Changes outline the written
policies and procedures that provide that the Clearing agencies
identify, document, and mitigate or eliminate existing or potential
conflicts of interest in the decision-making process involving
directors or senior managers. The Proposed Rule Changes require
directors to document and inform the Corporate Secretary promptly of
any relationship or interest that reasonably could affect the
independent judgment or decision-making of the director. This is then
escalated to the General Counsel's office who shall notify the Non-
Executive Chairman if it is determined that a conflict exists. These
conflicts may be addressed in several pre-established ways. Based on
the foregoing, the proposed changes are consistent with the
requirements of Rules 17ad-25(g) and (h).
C. Consistency With Rule 17Ad-25(i) Under the Act
Rule 17Ad-25(i) requires each registered clearing agency to
establish, implement, maintain, and enforce written policies and
procedures reasonably designed to require senior management to: (1)
evaluate and document the risks related to an agreement with a service
provider for core services, including under changes to circumstances
and potential disruptions, and whether the risks can be managed in a
manner consistent with the clearing agency's risk management framework;
(2) submit to the board for review and approval any agreement that
would establish a relationship with a service provider for core
services; (3) be responsible for establishing the policies and
procedures that govern relationships and manage risks related to such
agreements with service providers for core services and require the
board of directors to be responsible for reviewing and approving such
policies and procedures; and (4) perform ongoing monitoring of the
relationship, and report to the board of directors for its evaluation
of any action taken by senior management to remedy significant
deterioration in performance or address changing risks or material
issues identified through such monitoring; or if the risks or issues
cannot be remedied, require senior management to assess and document
weaknesses or deficiencies in the relationship with the service
provider for submission to the board of directors.\28\ As described
above in Section III.C, the Proposed Rule Changes require senior
management to evaluate and document risks related to agreements with
services providers for core services, perform ongoing monitoring of the
relationship, and report to the Boards for their evaluation of any
action taken by senior management to remedy significant deterioration
in performance or address changing risks or material issues identified
through such monitoring, consistent with Rule 17Ad-25(i)(1) and (4).
The Proposed Rule Changes also state that the Boards would review and
approve the procedures regarding, and any agreements that establish a
relationship with, service providers for core services, consistent with
Rule 17Ad-25(i)(2) and (3). The Proposed Rule Changes further state
that if the risk or material issues identified cannot be remedied,
senior management is required to assess and document weaknesses or
deficiencies in the relationship with the service provider for core
services for submission to the Board for evaluation, consistent with
Rule 17Ad-25(i)(4). Based on the foregoing, the proposed changes are
consistent with the requirements of Rule 17Ad-25(i).
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\28\ 17 CFR 240.17ad-25(i).
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D. Consistency With Rule 17Ad-25(j) Under the Act
Rule 17Ad-25(j) requires registered clearing agencies to establish,
implement, maintain, and enforce written policies and procedures
reasonably designed to require the board of directors to solicit,
consider, and document its consideration of the views of participants
and other relevant stakeholders of the registered clearing agency
regarding material developments in its risk management and operations
on a recurring basis. The Proposed Rule Changes require a formal and
regular process for solicitation, consideration, and documenting the
consideration of participants and other relevant stakeholders. Based on
the foregoing, the proposed changes are consistent with the
requirements of Rules 17ad-25(j).
Accordingly, the Commission finds these proposed changes consistent
with the requirements of Rule 17Ad-25.\29\
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\29\ 17 CFR 240.17ad-25.
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V. Conclusion
On the basis of the foregoing, the Commission finds that the
Proposed Rule Changes are consistent with the requirements of the Act
and in particular with the requirements of and in particular, Section
17A(b)(3)(A) and (F) of the Act \30\ and Rule 17Ad-25 thereunder.\31\
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\30\ 15 U.S.C. 78q-1(b)(3)(A).
\31\ 17 CFR 240.17ad-25.
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It is therefore ordered, pursuant to Section 19(b)(2) of the Act
\32\ that proposed rule changes SR-NSCC-2024-006, SR-DTC-2024-009, and
SR-FICC-2024-010 be, and hereby are, approved.\33\
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\32\ 15 U.S.C. 78s(b)(2).
\33\ In approving the Proposed Rule Changes, the Commission
considered its impact on efficiency, competition, and capital
formation. 15 U.S.C. 78c(f).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\34\
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\34\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-28256 Filed 12-2-24; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on December 3, 2024.
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