17974 Federal Register / Vol. 76, No. 62 / Thursday, March 31, 2011 / Notices 

11These changes would be in addition to the C2’s 

current Regulatory Oversight Committee charter 

provision, which provides that the Regulatory 

Oversight Committee shall meet regularly with C2’s 

internal auditor regarding regulatory functions. C2’s 

Regulatory Oversight Committee would continue its 

existing practice of reviewing internal audits of C2’s 

regulatory functions. See Notice, supra note 4, 76 

FR at 7600. 

12 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

13 15 U.S.C. 78f(b)(1). 

14Representative Directors are Industry Directors 

nominated (or otherwise selected through a petition 

process) by the Industry-Director Subcommittee of 

the C2 Nominating and Governance Committee. C2 

Trading Permit Holders may nominate alternative 

Representative Director candidates to those 

nominated by the Industry Director Subcommittee, 

in which case a Run-off Election would be held in 

which C2’s Trading Permit Holders would vote to 

determine which candidates would be elected to 

the C2 Board of Directors to serve as Representative 

Directors. See Notice, supra note 4, 76 FR at 7599. 

15 15 U.S.C. 78f(b)(3). 

16See Securities Exchange Act Release No. 61152 

(December 10, 2009), 74 FR 66699 (December 16, 

2009) (File No. 191) (approving C2 as a national 

securities exchange) (‘‘C2 Approval Order’’). 

17Persons interested in being considered for a 

seat on an Advisory Board could contact the 

Nominating and Governance Committee, but the 

Nominating and Governance Committee would 

have sole discretion in recommending members of 

the Advisory Board to the Board of Directors for 

approval. 

18See Securities Exchange Act Release No. 55293 

(February 14, 2007), 72 FR 8033 (February 22, 2007) 

(SR–NYSE–2006–120). 

19See Securities Exchange Act Release Nos. 

60276 (July 9, 2009), 74 FR 34840 (July 17, 2009) 

(SR–NASDAQ–2009–042), 60247 (July 17, 2009), 74 

FR 33495 (July 13, 2009) (SR–BX–2009–021), and 

60687 (September 18, 2009), 74 FR 49060 

(September 25, 2009) (SR–Phlx–2009–59). 

20 15 U.S.C. 78s(b)(2). 

21 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

functions and to request at any time that 

C2’s internal auditor conduct an audit 

relating to those functions.11

III. Discussion 

After careful review of the proposal, 

the Commission finds that the proposed 

rule change, as modified by Amendment 

No. 1, is consistent with the 

requirements of the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange.12 In 

particular, the Commission finds that 

the proposal is consistent with Section 

6(b)(1) of the Act,13 which requires a 

national securities exchange to be so 

organized and have the capacity to carry 

out the purposes of the Act and to 

comply, and to enforce compliance by 

its members and persons associated 

with its members, with the provisions of 

the Act. 

The Commission finds that the 

proposed elimination of C2’s Office of 

the Vice Chairman of the Board is 

consistent with the Act. As noted above, 

the Exchange believes that the role 

previously performed by the Vice 

Chairman of the Board can effectively be 

performed by C2 management and the 

new Advisory Board. Accordingly, the 

Exchange seeks to eliminate this 

position to make its governance 

structure more streamlined and 

efficient. With respect to member input 

in the affairs of the Exchange, the 

Commission notes that the Exchange 

Bylaws will continue to require that at 

least 30% of the directors on the C2 

Board of Directors be Industry Directors 

and that at least 20% of C2’s directors 

be Representative Directors.14 The 

Commission has previously noted that 

this requirement, consistent with 

Section 6(b)(3) of the Act,15 helps to 

ensure that an exchange’s members have 

a voice in the governing body of the 

exchange and the corresponding 

exercise by the exchange of its selfregulatory authority, and that the 

exchange is administered in a way that 

is equitable to all who trade on its 

market or through its facilities.16 The 

Commission believes that, despite the 

elimination of the office of the Vice 

Chairman, C2 governance will continue 

to provide for the fair representation of 

C2 Trading Permit Holders in the 

selection of directors and the 

administration of the Exchange 

consistent with Section 6(b)(3) of the 

Act. Further, as discussed below, 

additional opportunities for member 

input could result from the proposed 

Advisory Board. 

In addition, the Commission finds 

that the Exchange’s proposal to 

authorize an Advisory Board to advise 

the Office of the Chairman regarding 

matters of interest to Trading Permit 

Holders is consistent with the Act. With 

respect to composition, the Nominating 

and Governance Committee will 

recommend members of the Advisory 

Board for approval by the Board of 

Directors.17 The Commission notes that 

the new Advisory Board will be 

advisory in nature and will not be 

vested with decision-making authority 

or the authority to act on behalf of the 

Exchange. Nevertheless, the Advisory 

Board could serve as a supplemental 

adjunct advisory body that can provide 

an additional forum for members to be 

heard and provide input to Exchange 

management above and beyond the 

formal role played by Representative 

Directors, discussed above. 

Finally, the Commission finds that the 

proposed elimination of C2’s Audit 

Committee is consistent with the Act. 

The Commission previously approved a 

structure in which certain committees of 

the board of directors of NYSE 

Euronext, including its audit committee, 

were authorized to perform functions 

for various subsidiaries, including the 

New York Stock Exchange, LLC.18 More 

recently, the Commission approved 

proposals by The NASDAQ Stock 

Market LLC, NASDAQ OMX BX, Inc., 

and NASDAQ OMX PHLX, Inc. to 

eliminate their respective audit 

committees.19 The responsibilities of 

the C2 Audit Committee are fully 

duplicated by the CBOE Holdings Audit 

Committee. Further, the C2 Regulatory 

Oversight Committee has broad 

authority to oversee the adequacy and 

effectiveness of C2’s regulatory 

responsibilities and is able to maintain 

oversight over internal controls in 

tandem with the CBOE Holdings Audit 

Committee. Accordingly, elimination of 

the C2 Audit Committee should not 

impact the ability of the C2 Board or the 

C2 Regulatory Oversight Committee to 

maintain substantial and independent 

oversight of the Exchange’s regulatory 

program. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,20 that the 

proposed rule change (SR–C2–2011– 

003), as modified by Amendment No. 1, 

be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Cathy H Ahn, 

Deputy Secretary. 

[FR Doc. 2011–7605 Filed 3–30–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64127; File No. SR–CBOE– 

2011–010] 

Self-Regulatory Organizations; 

Chicago Board Options Exchange, 

Incorporated; Order Approving 

Proposed Rule Change, as Modified by 

Amendment No. 1, Relating to Bylaw 

and Related Rule Changes 

March 25, 2011. 

I. Introduction 

On January 27, 2011, Chicago Board 

Options Exchange, Incorporated 

(‘‘CBOE’’ or ‘‘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 

modify its governance structure. On 

February 9, 2011, the Exchange filed 


wwoods2 on DSK1DXX6B1PROD with NOTICES
Federal Register / Vol. 76, No. 62 / Thursday, March 31, 2011 / Notices 17975 

3At the time CBOE submitted the original 

proposed rule change, CBOE had not yet obtained 

formal approval from its Board of Directors for the 

specific Bylaw and rule changes set forth in this 

proposed rule change. CBOE stated that once that 

approval was obtained, the Exchange would file a 

technical amendment to its proposed rule change to 

reflect that approval. In Amendment No. 1, the 

Exchange notes that the CBOE Board of Directors 

approved the specific Bylaw and rule changes set 

forth in SR–CBOE–2011–010 on February 8, 2011 

and stated that no further action was necessary in 

connection with its proposal. Amendment No. 1 is 

technical in nature, and the Commission is not 

publishing Amendment No. 1 for public comment. 

4See Securities Exchange Act Release No. 63844 

(February 4, 2011), 76 FR 7610 (‘‘Notice’’). 

5The specific proposed Bylaw and rule changes 

relating to the elimination of the Office of the Vice 

Chairman are discussed in detail in the Notice. See 

Notice, supra note 4, 76 FR at 7610–7611. 

6Currently, the Vice Chairman is an office held 

by one of the Exchange’s Industry Directors. See 

Notice, supra note 4, 76 FR at 7610. 

7For example, the Exchange no longer has lessor 

members because they were made stockholders as 

part of CBOE’s restructuring, the Exchange’s trading 

members became Trading Permit Holders and there 

are fewer Trading Permit Holder Committees. See 

id. 

8See Notice, supra note 4, 76 FR at 7610. 

9See Notice, supra note 4, 76 FR at 7612. 

10See Notice, supra note 4, 76 FR at 7612 (noting 

that the CBOE Audit Committee has a more limited 

role focusing on: (1) CBOE’s financial statements 

and disclosure matters, and (2) CBOE’s oversight 

and risk management, including compliance with 

legal and regulatory requirements, in each case, 

only to the extent required in connection with 

CBOE’s discharge of its obligations as a selfregulatory organization). 

11These changes would be in addition to the 

CBOE’s current Regulatory Oversight Committee 

charter provision, which provides that the 

Regulatory Oversight Committee shall meet 

regularly with CBOE’s internal auditor regarding 

regulatory functions. CBOE’s Regulatory Oversight 

Committee would continue its existing practice of 

reviewing internal audits of CBOE’s regulatory 

functions. See Notice, supra note 4, 76 FR at 7612. 

Amendment No. 1 to the proposed rule 

change.3 The proposed rule change was 

published for comment in the Federal 

Register on February 10, 2011.4 The 

Commission received no comment 

letters regarding the proposal. This 

order approves the proposed rule 

change, as modified by Amendment No. 

1. 

II. Description of the Proposal 

The Exchange proposes to: (1) 

Eliminate the CBOE Office of the Vice 

Chairman of the Board (‘‘Vice 

Chairman’’); (2) eliminate the CBOE 

Trading Advisory Committee and 

provide that the Board of Directors may 

establish an Advisory Board instead; (3) 

eliminate the CBOE Audit Committee; 

and (4) conform the composition 

requirements for the CBOE Board of 

Directors and Executive Committee to 

the composition requirements of the 

Board of Directors and Executive 

Committee of its affiliate C2 Options 

Exchange, Incorporated (‘‘C2’’). 

A. Elimination of the Office of the Vice 

Chairman of the Board 

The Exchange proposes to amend its 

Bylaws to eliminate the office of the 

Vice Chairman.5 Historically, the Vice 

Chairman’s primary function was to 

facilitate communication between the 

Exchange and its membership, 

including lessor members that owned 

memberships and leased them to trading 

members, and to coordinate the 

activities of member committees.6

According to the Exchange, the role of 

the Vice Chairman has been 

significantly reduced since the 

Exchange changed its structure from a 

membership organization to a stock 

corporation owned by a public holding 

company, CBOE Holdings, Inc. (‘‘CBOE 

Holdings’’).7 The Exchange has 

represented that CBOE will continue to 

obtain input from Trading Permit 

Holders through other channels, 

including direct communication with 

individual Trading Permit Holders, 

committees established by the 

Exchange, and through the proposed 

Advisory Board (discussed below).8

B. Elimination of the Trading Advisory 

Committee and Provision for an 

Advisory Board 

Section 4.7 of the CBOE Bylaws 

currently provides for a Trading 

Advisory Committee to advise CBOE’s 

Office of the Chairman regarding 

matters of interest to Trading Permit 

Holders. Section 4.7 allows the Board of 

Directors to set the number of members 

of the Trading Advisory Committee, 

requires that the majority of the 

members of the Committee be involved 

in trading either directly or indirectly 

through their firms, states that the 

Chairman of the Committee is the Vice 

Chairman of the Board, and the Vice 

Chairman appoints the other members 

of the Committee with the approval of 

the Board. 

In place of a Trading Advisory 

Committee, the Exchange proposes that 

the Board of Directors may establish an 

Advisory Board which would advise the 

Office of the Chairman regarding 

matters of interest to Trading Permit 

Holders. The Board of Directors would 

determine the number of members of 

the Advisory Board, the Chief Executive 

Officer or his or her designee would 

serve as the Chairman of an Advisory 

Board, and the CBOE Nominating and 

Governance Committee would 

recommend the members of any 

Advisory Board for approval by the 

Board of Directors. 

The Advisory Board would be 

completely advisory in nature and 

would not be vested with any Exchange 

decision-making authority or other 

authority to act on behalf of the 

Exchange. Pursuant to proposed Section 

6.1 of the Bylaws, the Board of Directors 

would have the discretion as to whether 

(or not) to put an Advisory Board in 

place. CBOE has represented that the 

Board of Directors intends to establish 

an Advisory Board.9

C. Elimination of Exchange Audit 

Committee 

CBOE proposes to amend its Bylaws 

to eliminate its Audit Committee 

because its functions are duplicative of 

the functions performed by the Audit 

Committee of its parent company, CBOE 

Holdings, Inc. (‘‘CBOE Holdings’’). 

The CBOE Holdings Audit Committee 

has broad authority to assist the CBOE 

Holdings Board of Directors in 

discharging its responsibilities relating 

to, among other things: (1) The 

qualifications, engagement, and 

oversight of CBOE Holdings’ 

independent auditor; (2) CBOE 

Holdings’ financial statements and 

disclosure matters; (3) CBOE Holdings’ 

internal audit function and internal 

controls; and (4) CBOE Holdings’ 

oversight and risk management, 

including compliance with legal and 

regulatory requirements. CBOE 

Holdings’ financial statements are 

prepared on a consolidated basis that 

includes the financial results of CBOE 

Holdings’ subsidiaries, including CBOE. 

Therefore, according to the Exchange, 

the CBOE Holdings Audit Committee’s 

purview necessarily includes CBOE and 

the responsibilities of the CBOE Audit 

Committee are fully duplicated by the 

responsibilities of the CBOE Holdings 

Audit Committee.10 Consequently, 

CBOE proposes that the responsibilities 

of its audit committee be performed by 

CBOE Holdings audit committee. 

Although the CBOE Holdings Audit 

Committee would continue to have 

overall responsibility with respect to the 

internal audit function, the CBOE Board 

of Directors would maintain its own 

independent oversight over the internal 

audit function with respect to CBOE 

regulatory functions through the CBOE 

Regulatory Oversight Committee. 

Specifically, upon elimination of the 

CBOE Audit Committee, the Regulatory 

Oversight Committee would have the 

authority to review the internal audit 

plan relating to CBOE’s regulatory 

functions and to request at any time that 

CBOE’s internal auditor conduct an 

audit relating to those functions.11


wwoods2 on DSK1DXX6B1PROD with NOTICES
17976 Federal Register / Vol. 76, No. 62 / Thursday, March 31, 2011 / Notices 

12See Notice, supra note 4, 76 FR at 7613. 

13See Notice, supra note 4, 76 FR at 7613. 

14 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

15 15 U.S.C. 78f(b)(1). 

16 15 U.S.C. 78f(b)(3). 

17 15 U.S.C. 78f(b)(5). 

18Representative Directors are Industry Directors 

nominated (or otherwise selected through a petition 

process) by the Industry-Director Subcommittee of 

the CBOE Nominating and Governance Committee. 

CBOE Trading Permit Holders may nominate 

alternative Representative Director candidates to 

those nominated by the Industry Director 

Subcommittee, in which case a Run-off Election 

would be held in which CBOE’s Trading Permit 

Holders would vote to determine which candidates 

would be elected to the CBOE Board of Directors 

to serve as Representative Directors. See Notice, 

supra note 4, 76 FR at 7610. 

19 15 U.S.C. 78f(b)(3). 

20See Securities Exchange Act Release No. 61152 

(December 10, 2009), 74 FR 66699 (December 16, 

2009) (File No. 191) (approving C2 as a national 

securities exchange) (‘‘C2 Approval Order’’). 

21Persons interested in being considered for a 

seat on an Advisory Board could contact the 

Nominating and Governance Committee, but the 

Nominating and Governance Committee would 

have sole discretion in recommending members of 

the Advisory Board to the Board of Directors for 

approval. 

22See Securities Exchange Act Release No. 55293 

(February 14, 2007), 72 FR 8033 (February 22, 2007) 

(SR–NYSE–2006–120). 

23See Securities Exchange Act Release Nos. 

60276 (July 9, 2009), 74 FR 34840 (July 17, 2009) 

(SR–NASDAQ–2009–042), 60247 (July 17, 2009), 74 

FR 33495 (July 13, 2009) (SR–BX–2009–021), and 

D. Composition Requirements for Board 

of Directors and Executive Committee 

CBOE proposes to amend its Bylaws 

to conform the composition 

requirements of its Board of Directors 

and Executive Committee to the 

composition requirements of C2 Board 

of Directors and Executive Committee. 

Currently, CBOE’s Bylaws require that 

the number of Non-Industry Directors 

on the CBOE Board of Directors may not 

be less than a majority of the members 

of the Board. Similarly, the Bylaws 

require that the majority of the directors 

serving on the CBOE Executive 

Committee must be Non-Industry 

Directors. Consistent with Sections 3.1 

and 4.2 of the C2 Bylaws, CBOE 

proposes to change these provisions to 

provide that in no event shall the 

number of Non-Industry Directors on 

the CBOE Board or CBOE Executive 

Committee constitute less than the 

number of Industry Directors on the 

Board or Executive Committee, 

respectively (excluding the Chief 

Executive Officer from the calculation of 

Industry Directors for such purposes). 

Under CBOE’s proposal, the CBOE 

Bylaws would require that the Executive 

Committee include the Chairman of the 

Board, the Chief Execute Officer (if a 

Director), the Lead Director (if any), at 

least one Representative Director, and 

such other number of directors that the 

Board deems appropriate, provided that 

in no event would the number of NonIndustry Directors be less than the 

number of Industry Directors serving on 

the Executive Committee.12

CBOE believes that having the same 

composition requirements for CBOE 

Holdings’ two affiliated exchange 

subsidiaries will promote consistency 

and efficiency. CBOE and C2 currently 

have the same individuals serving on 

the CBOE and C2 Boards and the CBOE 

and C2 Executive Committees.13

III. Discussion 

After careful review of the proposal, 

the Commission finds that the proposed 

rule change, as modified by Amendment 

No. 1, is consistent with the 

requirements of the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange.14 In 

particular, the Commission finds that 

the proposal is consistent with Section 

6(b)(1) of the Act,15 which requires a 

national securities exchange to be so 

organized and have the capacity to carry 

out the purposes of the Act and to 

comply, and to enforce compliance by 

its members and persons associated 

with its members, with the provisions of 

the Act. The Commission further finds 

that the proposal is consistent with 

Section 6(b)(3) of the Act 16 which 

requires that one or more directors be 

representative of issuers and investors 

and not be associated with a member of 

the exchange, or with a broker or dealer. 

The Commission also finds that the 

proposal is consistent with Section 

6(b)(5) of the Act,17 which requires, 

among other things, that the rules of an 

exchange be designed 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, to protect investors and the 

public interest. 

The Commission finds that the 

proposed elimination of CBOE’s Office 

of the Vice Chairman of the Board is 

consistent with the Act. As noted above, 

the Exchange believes that the role 

previously performed by the Vice 

Chairman of the Board can effectively be 

performed by CBOE management and 

the new Advisory Board. Accordingly, 

the Exchange seeks to eliminate this 

position to make its governance 

structure more streamlined and 

efficient. With respect to member input 

in the affairs of the Exchange, the 

Commission notes that the Exchange 

Bylaws will continue to require that at 

least 30% of the directors on the CBOE 

Board of Directors be Industry Directors 

and that at least 20% of CBOE’s 

directors be Representative Directors.18

The Commission has previously noted 

that this requirement, consistent with 

Section 6(b)(3) of the Act,19 helps to 

ensure that an exchange’s members have 

a voice in the governing body of the 

exchange and the corresponding 

exercise by the exchange of its selfregulatory authority, and that the 

exchange is administered in a way that 

is equitable to all who trade on its 

market or through its facilities.20 The 

Commission believes that, despite the 

elimination of the office of the Vice 

Chairman, CBOE governance will 

continue to provide for the fair 

representation of CBOE Trading Permit 

Holders in the selection of directors and 

the administration of the Exchange 

consistent with Section 6(b)(3) of the 

Act. Further, as discussed below, 

additional opportunities for member 

input could result from the proposed 

Advisory Board. 

In addition, the Commission finds 

that the Exchange’s proposal to 

authorize an Advisory Board to advise 

the Office of the Chairman regarding 

matters of interest to Trading Permit 

Holders is consistent with the Act. With 

respect to composition, the Nominating 

and Governance Committee will 

recommend members of the Advisory 

Board for approval by the Board of 

Directors.21 The Commission notes that 

the new Advisory Board will be 

advisory in nature and will not be 

vested with decision-making authority 

or the authority to act on behalf of the 

Exchange. Nevertheless, the Advisory 

Board could serve as a supplemental 

adjunct advisory body that can provide 

an additional forum for members to be 

heard and provide input to Exchange 

management above and beyond the 

formal role played by Representative 

Directors discussed above. 

Further, the Commission finds that 

the proposed elimination of CBOE’s 

audit committee is consistent with the 

Act. The Commission previously 

approved a structure in which certain 

committees of the board of directors of 

NYSE Euronext, including its audit 

committee, were authorized to perform 

functions for various subsidiaries, 

including the New York Stock 

Exchange, LLC.22 More recently, the 

Commission approved proposals by The 

NASDAQ Stock Market LLC, NASDAQ 

OMX BX, Inc., and NASDAQ OMX 

PHLX, Inc. to eliminate their respective 

audit committees.23 The responsibilities 


wwoods2 on DSK1DXX6B1PROD with NOTICES
Federal Register / Vol. 76, No. 62 / Thursday, March 31, 2011 / Notices 17977 

60687 (September 18, 2009), 74 FR 49060 

(September 25, 2009) (SR–Phlx–2009–59). 

24See C2 Approval Order, supra note 20, 74 FR 

at 66701–66702 (noting that ‘‘requirement that the 

number of Non-Industry Directors equal or exceed 

the number of Industry Directors on the Board is 

designed to assure the inclusion of a significant 

non-industry presence in the governance of the 

Exchange, which the Commission believes is a 

critical element in the Exchange’s ability to protect 

the public interest.’’). 

25See Securities Exchange Act Release No. 44280 

(May 8, 2001), 66 FR 26892 (May 15, 2001) (SR– 

NASD–2001–06)(approving amendment to NASD 

By-Laws to allow for the treatment of Staff 

Governors as ‘‘neutral’’ for purposes of Industry/ 

Non-Industry balancing on the NASD Board of 

Governors). 

26See Notice, supra note 4, 76 FR at 7613, n.6. 

27CBOE previously noted the foregoing to the 

Commission and has represented that it continues 

to be the case. See Securities Exchange Act Release 

No. 62158 (May 24, 2010), 75 FR 30082, n.87 (May 

28, 2010) (SR–CBOE–2008–88), see also Notice, 

supra note 4, 76 FR at 7613, n.6. 

28 15 U.S.C. 78s(b)(2). 

29 17 CFR 200.30–3(a)(12). 

of the CBOE Audit Committee are fully 

duplicated by the CBOE Holdings Audit 

Committee. Further, the CBOE 

Regulatory Oversight Committee has 

broad authority to oversee the adequacy 

and effectiveness of CBOE’s regulatory 

responsibilities and is able to maintain 

oversight over internal controls in 

tandem with the CBOE Holdings Audit 

Committee. Accordingly, elimination of 

the CBOE Audit Committee should not 

impact the ability of the CBOE Board or 

the CBOE Regulatory Oversight 

Committee to maintain substantial and 

independent oversight of the Exchange’s 

regulatory program. 

Finally, the Commission finds that the 

proposed changes to the compositional 

requirements for the CBOE Board of 

Directors and Executive Committee are 

consistent with the Act. The 

Commission notes these proposed 

changes are designed to align CBOE’s 

compositional requirements with those 

of its affiliated exchange, which were 

previously approved by the 

Commission.24 In addition, the change 

is similar to the treatment of ‘‘Staff 

Governors’’ that the Commission 

previously approved for another selfregulatory organization.25

Though, as revised, the Executive 

Committee would not have 20% of its 

members that are elected by Permit 

Holders (as the Board is required to 

have), CBOE has represented that the 

role of its Executive Committee does not 

involve it routinely acting in place of 

the Board. Rather, CBOE represented 

that its Executive Committee generally 

does not make a decision unless there 

is a need for a CBOE Board-level 

decision between CBOE Board meetings 

due to the time sensitivity of the 

matter.26 In addition, in situations when 

the Executive Committee does make a 

decision between CBOE Board meetings, 

the CBOE Board is generally aware 

ahead of time of the potential that the 

Executive Committee may need to make 

the decision. The CBOE Board is fully 

informed of any decision made by the 

Executive Committee at its next meeting 

and can always decide to review that 

decision and take a different action.27

Accordingly, the CBOE Board, including 

the Representative Directors, will 

continue to have final say on any matter 

considered by the Executive Committee. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,28 that the 

proposed rule change (SR–CBOE–2011– 

010), as modified by Amendment No. 1, 

be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.29

Cathy H Ahn, 

Deputy Secretary. 

[FR Doc. 2011–7604 Filed 3–30–11; 8:45 am] 

BILLING CODE 8011–01–P 

SOCIAL SECURITY ADMINISTRATION 

Agency Information Collection 

Activities: Proposed Request and 

Comment Request 

The Social Security Administration 

(SSA) publishes a list of information 

collection packages requiring clearance 

by the Office of Management and 

Budget (OMB) in compliance with 

Public Law 104–13, the Paperwork 

Reduction Act of 1995, effective October 

1, 1995. This notice includes revisions 

of OMB-approved information 

collections. 

SSA is soliciting comments on the 

accuracy of the agency’s burden 

estimate; the need for the information; 

its practical utility; ways to enhance its 

quality, utility, and clarity; and ways to 

minimize burden on respondents, 

including the use of automated 

collection techniques or other forms of 

information technology. Mail, e-mail, or 

fax your comments and 

recommendations on the information 

collection(s) to the OMB Desk Officer 

and SSA Reports Clearance Officer at 

the following addresses or fax numbers. 

(OMB) 

Office of Management and Budget, Attn: 

Desk Officer for SSA, Fax: 202–395– 

6974, E-mail address: 

OIRA_Submission@omb.eop.gov. 

(SSA) 

Social Security Administration, 

DCBFM, Attn: Reports Clearance 

Officer, 1333 Annex Building, 6401 

Security Blvd., Baltimore, MD 21235, 

Fax: 410–965–6400, E-mail address: 

OPLM.RCO@ssa.gov. 

I. The information collection below is 

pending at SSA. SSA will submit it to 

OMB within 60 days from the date of 

this notice. To be sure we consider your 

comments, we must receive them no 

later than May 31, 2011. Individuals can 

obtain copies of the collection 

instruments by calling the SSA Reports 

Clearance Officer at 410–965–8783 or by 

writing to the above e-mail address. 

Representative Payee Report-Adult, 

Representative Payee Report-Child, 

Representative Payee ReportOrganizational Representative Payees— 

20 CFR 404.635, 404.2035, 404.2065, 

and 416.665—0960–0068. When SSA 

determines it is not in an Old Age 

Survivors and Disability Insurance 

(OASDI) or Supplemental Security 

Income (SSI) recipient’s best interest to 

receive Social Security payments 

directly, the agency will designate a 

representative payee for the recipient. 

The representative payee can be (1) A 

family member; (2) a non-family 

member who is a private citizen and is 

acquainted with the beneficiary; (3) an 

organization; (4) a state or local 

government agency; or (5) a business. In 

this capacity, the person or organization 

receives the SSA recipient’s payments 

directly and manages these payments. 

As part of its stewardship mandate, SSA 

must ensure the representative payees 

are properly using the payments they 

receive for the recipients they represent. 

The agency annually collects the 

information necessary to make this 

assessment using the SSA–623— 

Representative Payee Report—Adult, 

SSA–6230—Representative Payee 

Report—Child (, SSA–6234— 

Representative Payee Report— 

Organizational Representative Payees), 

and through the electronic internet 

application Internet Representative 

Payee Accounting (iRPA). The 

respondents are representative payees of 

OASDI and SSI recipients. 

Type of Request: Revision to an OMBapproved information collection. 


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