Federal Register / Vol. 78, No. 14 / Tuesday, January 22, 2013 / Notices 4585 

184 15 U.S.C. 78f(b)(5). 

185 15 U.S.C. 78s(b)(2). 186 17 CFR 200.30–3(a)(12). 

conflict of interest concerns. Finally, the 

addition of further guidance by 

Amendment No. 3 merely clarifies that 

nothing in the Exchange’s rules requires 

a compensation adviser to be 

independent, only that the 

compensation committee consider the 

independence factors before selecting or 

receiving advice from a compensation 

adviser, and is not a substantive change, 

as it was the intent of the rule as 

originally proposed. 

For all the reasons discussed above, 

the Commission finds good cause to 

accelerate approval of the proposed 

changes made by Amendment No. 3. 

VI. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing and 

whether Amendment No. 3 is consistent 

with the Act. Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rulecomments@sec.gov. Please include File 

Number SR–NYSE–2012–49 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2012–49. 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 Web site (http://www.sec.gov/ 

rules/sro.shtml). 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 Web site viewing and 

printing in the Commission’s Public 

Reference Room 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 NYSE. 

All comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–NYSE–2012–49, and 

should be submitted on or before 

February 12, 2013. 

VII. Conclusion 

In summary, and for the reasons 

discussed in more detail above, the 

Commission believes that the rules 

being adopted by NYSE, taken as whole, 

should benefit investors by helping 

listed companies make informed 

decisions regarding the amount and 

form of executive compensation. 

NYSE’s new rules will help to meet 

Congress’s intent that compensation 

committees that are responsible for 

setting compensation policy for 

executives of listed companies consist 

only of independent directors. 

NYSE’s rules also, consistent with 

Rule 10C–1, require compensation 

committees of listed companies to 

assess the independence of 

compensation advisers, taking into 

consideration six specified factors. This 

should help to assure that compensation 

committees of NYSE-listed companies 

are better informed about potential 

conflicts when selecting and receiving 

advice from advisers. Similarly, the 

provisions of NYSE’s standards that 

require compensation committees to be 

given the authority to engage and 

oversee compensation advisers, and 

require the listed company to provide 

for appropriate funding to compensate 

such advisers, should help to support 

the compensation committee’s role to 

oversee executive compensation and 

help provide compensation committees 

with the resources necessary to make 

better informed compensation 

decisions. 

For the foregoing reasons, the 

Commission finds that the proposed 

rule change, SR–NYSE–2012–49, as 

modified by Amendment Nos. 1 and 3, 

is consistent with the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange, and, in 

particular, with Section 6(b)(5) of the 

Act.184

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,185 that the 

proposed rule change, SR–NYSE–2012– 

49, as modified by Amendment Nos. 1 

and 3, be, and it hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.186

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2013–01106 Filed 1–18–13; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice 8157] 

Culturally Significant Objects Imported 

for Exhibition Determinations: 

‘‘Albrecht Du ̈rer: Master Drawings, 

Watercolors, and Prints From the 

Albertina’’ 

SUMMARY: Notice is hereby given of the 

following determinations: Pursuant to 

the authority vested in me by the Act of 

October 19, 1965 (79 Stat. 985; 22 U.S.C. 

2459), Executive Order 12047 of March 

27, 1978, the Foreign Affairs Reform and 

Restructuring Act of 1998 (112 Stat. 

2681, et seq.; 22 U.S.C. 6501 note, et 

seq.), Delegation of Authority No. 234 of 

October 1, 1999, and Delegation of 

Authority No. 236–3 of August 28, 2000 

(and, as appropriate, Delegation of 

Authority No. 257 of April 15, 2003), I 

hereby determine that the objects to be 

included in the exhibition ‘‘Albrecht 

Du ̈rer: Master Drawings, Watercolors, 

and Prints from the Albertina,’’ 

imported from abroad for temporary 

exhibition within the United States, are 

of cultural significance. The objects are 

imported pursuant to a loan agreement 

with the foreign owner or custodian. I 

also determine that the exhibition or 

display of the exhibit objects at the 

National Gallery of Art, Washington, 

DC, from on or about March 24, 2013, 

until on or about June 9, 2013, and at 

possible additional exhibitions or 

venues yet to be determined, is in the 

national interest. I have ordered that 

Public Notice of these Determinations 

be published in the Federal Register. 

FOR FURTHER INFORMATION CONTACT: For 

further information, including a list of 

the exhibit objects, contact Paul W. 

Manning, Attorney-Adviser, Office of 

the Legal Adviser, U.S. Department of 

State (telephone: 202–632–6469). The 

mailing address is U.S. Department of 

State, SA–5, L/PD, Fifth Floor (Suite 

5H03), Washington, DC 20522–0505. 

Dated: January 10, 2013. 

J. Adam Ereli, 

Principal Deputy Assistant Secretary, Bureau 

of Educational and Cultural Affairs, 

Department of State. 

[FR Doc. 2013–01195 Filed 1–18–13; 8:45 am] 

BILLING CODE 4710–05–P 


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