Federal Register / Vol. 62, No. 168 / Friday, August 29, 1997 / Notices 45907

22 15 U.S.C. § 78s(b)(2).

23 17 CFR 200.30–3(a)(12).

provision of the Delaware General

Corporation Law requiring disclosure of

certain information where a governor,

director, or officer has a financial

interest in a contract or transaction

entered into by the Phlx. Pursuant to

this provision, if appropriate disclosure

is made, the contract entered into by the

Phlx is not void or voidable solely by

reason of the financial interest. The

Exchange also has amended its by-laws

to clarify when governors must be

disqualified from participation in Board

actions. Whereas previously governors

were prohibited from participating in

the ‘‘adjudication’’ of any matters in

which they were personally interested,

the applicable by-law now uses the term

‘‘determination.’’ The use of this term is

intended to broaden the universe of

matters from which a governor could

potentially be disqualified. While these

amendments represent a first step in the

clarification of the Exchange’s conflict

of interest rules, the Commission

expects that the Exchange will further

amend its by-laws to add more specific

provisions that contain clear and

detailed recusal, disclosure, and conflict

of interest procedures for Board and

committee members.

The Commission understands that the

Phlx is formulating various orientation

and educational materials, as well as a

code of conduct, in order to brief

persons who serve the Exchange in any

official capacity, including governors,

committee members, officers,

employees, agents, members, member

organizations, and persons affiliated

with a member or member organization.

The code of conduct reiterates the

principles of business conduct which

the Phlx expects to be maintained and

followed, with the core principles being

that the Exchange should conduct every

aspect of its business in a fair and

lawful manner, and that the Exchange

should maintain a climate which

encourages the fair and lawful conduct

of business. These principles include

the conduct of business in accordance

with the federal securities laws and

other applicable rules and regulations,

the proper use of confidential

information, disclosure of information

and recusal from decision making,

where appropriate, and provision of

information to the Exchange where such

information is reasonably requested.

The Commission supports the Phlx’s

strengthening of orientation and

education materials in order that these

persons better understand their mission,

duties, and appropriate standards of

conduct. The Commission understands

that the Phlx is considering amending

its by-laws to include compliance with

the code of conduct, which at this time

is merely an Exchange policy. The

Commission encourages the Phlx to

submit such an amendment in order to

formally reflect the important principles

contained in the code of conduct, and

looks forward to reviewing such an

amendment.

Finally, The Commission approves

the amendment of the by-laws and

Certificate of Incorporation to include

indemnification provisions, and

supports the Exchange’s goal of

attracting qualified candidates for the

Phlx Board of Governors through the

inclusion of such provisions. The

Commission also approves all nonsubstantive by-law changes made for the

sake of organization and accuracy.

IV. Conclusion

It Is Therefore Ordered, pursuant to

Section 19(b)(2) of the Act,22 that the

proposed rule change (SR–PHLX–97–

31) is approved.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.23

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–23009 Filed 8–28–97; 8:45 am]

BILLING CODE 8010–01–M

DEPARTMENT OF STATE

Bureau of Political-Military Affairs;

Determination Under the Arms Export

Control Act

[Public Notice 2596]

Pursuant to Section 654(c) of the

Foreign Assistance Act of 1961, as

amended, notice is hereby given that the

Secretary of State has made a

determination pursuant to Section 81 of

the Arms Export Control Act and has

concluded that publication of the

determination would be harmful to the

national security of the United States.

Dated: August 20, 1997.

Thomas E. McNamara,

Assistant Secretary of State for PoliticalMilitary Affairs.

[FR Doc. 97–23002 Filed 8–28–97; 8:45 am]

BILLING CODE 4710–25–M

DEPARTMENT OF TRANSPORTATION

Coast Guard

[CGD8–97–030]

Lower Mississippi River Waterway

Safety Advisory Committee

AGENCY: Coast Guard, DOT.

ACTION: Notice of meeting.

SUMMARY: The Lower Mississippi River

Waterway Safety Advisory Committee

will meet to discuss various navigation

safety matters affecting the Lower

Mississippi River area. The meeting will

be open to the public.

DATES: The meeting will be held from 10

a.m. to approximately 12 noon on

Wednesday, September 10, 1997.

ADDRESSES: The meeting will be held in

the basement GSA conference room of

the Hale Boggs Federal Building, 501

Magazine Street, New Orleans,

Louisiana.

FOR FURTHER INFORMATION CONTACT:

Mr. Monty Ledet, USCG, Administrator,

Lower Mississippi River Waterway

Safety Advisory Committee, c/o

Commander, Eighth Coast Guard

District (m), Room 1341, Hale Boggs

Federal Building, 501 Magazine Street,

New Orleans, LA 70130–3396,

telephone (504) 589–4686.

SUPPLEMENTARY INFORMATION: Notice of

this meeting is given pursuant to the

Federal Advisory Committee Act, 5

U.S.C. App. 2 section 1 et seq. The

meeting is open to the public. Members

of the public may present written or oral

statements at the meeting.

The agenda for the meeting consists of

the following items:

(1) Approval of the minutes from the

June 25, 1997 full Committee meeting.

(2) Subcommittee Reports.

(3) Old Business.

(4) New Business.

(5) Adjournment.

INFORMATION ON SERVICES FOR

INDIVIDUALS WITH DISABILITIES: For

information on facilities or services for

individuals with disabilities, or to

request special assistance at the

meeting, contact the Administrator, Mr.

Monty Ledet, Marine Safety Division,

Eighth Coast Guard District as soon as

possible.

Dated: August 8, 1997.

T.W. Josiah, RADM, USCG,

Commander, Eighth Coast Guard District.

[FR Doc. 97–23070 Filed 8–27–96; 8:45 am]

BILLING CODE 4910–14–M