Federal Register / Vol. 80, No. 28 / Wednesday, February 11, 2015 / Notices 7659 

10 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–02749 Filed 2–10–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74209; File No. SR– 

NYSEMKT–2015–09] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Part 8 of the NYSE MKT 

Company Guide to (i) Require the Chief 

Executive Officers of Listed 

Companies to Provide Annual 

Certification with Respect to the 

Company’s Compliance with the 

Requirements of Part 8 of the 

Company Guide, (ii) Require Listed 

Companies to Submit Annual and 

Interim Written Affirmations, and (iii) 

Make Certain Other Clarifying Changes 

February 5, 2015. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on February 

3, 2015, NYSE MKT LLC (the 

‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend Part 

8 of the NYSE MKT Company Guide 

(the ‘‘Company Guide’’) to (i) require the 

chief executive officers (each, a ‘‘CEO’’) 

of listed companies to provide annual 

certification with respect to the 

company’s compliance with the 

requirements of Part 8 of the Company 

Guide, (ii) require listed companies to 

submit annual and interim written 

affirmations, and (iii) make certain other 

clarifying changes. The text of the 

proposed rule change is available on the 

Exchange’s Web site at www.nyse.com, 

at the principal office of the Exchange, 

and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

NYSE MKT proposes to amend Part 8 

of the Company Guide to (i) require the 

CEOs of listed companies to provide 

annual certification with respect to the 

company’s compliance with the 

requirements of Part 8 of the Company 

Guide, (ii) require listed companies to 

submit annual and interim written 

affirmations, and (iii) make certain other 

clarifying changes. Part 8 of the 

Company Guide sets forth the 

Exchange’s requirements with respect to 

listed company corporate governance, 

including majority board independence, 

independence requirements for audit 

committee and compensation committee 

members, and that executive 

compensation and director nominations 

must be under the jurisdiction of fully 

independent compensation and 

nominating committees or be 

determined by a majority of the 

independent directors acting as a group. 

The Exchange proposes to add a new 

Section 810(a) to Part 8 of the Company 

Guide that would require each listed 

company CEO, subject to certain 

exceptions discussed below, to certify to 

the Exchange each year that he or she 

is not aware of any violation by the 

listed company of the NYSE MKT 

corporate governance listing standards 

set forth in Part 8 of the Company 

Guide, qualifying the certification to the 

extent necessary to reflect any violations 

of which the CEO is aware. A blank 

copy of the CEO certification form 

required by Section 810(a) will be 

posted on the Exchange’s Web site. 

The Exchange proposes to add a new 

Section 810(b) to Part 8 of the Company 

Guide that would require each listed 

company CEO to promptly notify the 

Exchange in writing after any executive 

officer of the listed company becomes 

aware of any noncompliance with any 

applicable provisions of Part 8. 

The Exchange proposes to add a new 

Section 810(c) to Part 8 of the Company 

Guide that would require each listed 

company to submit an executed written 

affirmation of compliance with Part 8 of 

the Company Guide annually to the 

Exchange. In addition, each listed 

company would be required to promptly 

submit an interim written affirmation 

after becoming aware of any 

noncompliance with Part 8 of the 

Company Guide or in the event of any 

change in the composition of its board 

of directors or the audit, compensation 

or nominating committees thereof. If the 

interim written affirmation relates to 

noncompliance with Part 8 of the 

Company Guide and is being submitted 

to the Exchange to satisfy the notice 

requirement of Section 810(b), it must 

be signed by the company’s CEO. Blank 

copies of the affirmation forms required 

by Section 810(c) will be posted on the 

Exchange’s Web site. 

The Exchange believes that the 

proposed additions to Part 8 of the 

Company Guide will focus the CEO and 

senior management of listed companies 

on compliance with the Exchange’s 

corporate governance requirements. 

Commentary to the proposed Section 

810(a) would include a statement to this 

effect. The Exchange notes that 

proposed Section 810 is comparable to 

Section 303A.12 of the NYSE Listed 

Company Manual and that part of the 

rationale for adopting proposed Section 

810 is to harmonize NYSE MKT’s 

requirements more closely with those of 

the NYSE, as the two exchanges are 

under common ownership and 

regulated by the same staff in NYSE 

Regulation. 

With certain exceptions noted below, 

Part 8 of the Company Guide is 

generally not applicable to asset-backed 

issuers and other passive business 

organizations (such as royalty trusts) or 

to derivatives and special purpose 

securities listed pursuant to Exchange 

Rules 1000, and 1200 and Sections 106, 

107 and 118B as well as to issuers that 

only have debt or preferred stock listed 

on the Exchange. However, to the extent 

Rule 10A–3 under the Act requires such 

issuers to comply with Section 803 of 

the Company Guide, the Exchange 

proposes to amend Sections 801(c) and 

801(g) to clarify that such issuers must 

also comply with new Sections 810(b) 

and 810(c). Because such issuers need 

only comply with Section 803 to the 

extent required by Rule 10A–3 under 

the Act, the Exchange will be able to 

obtain all relevant information to 


tkelley on DSK3SPTVN1PROD with NOTICES
7660 Federal Register / Vol. 80, No. 28 / Wednesday, February 11, 2015 / Notices 

4See Securities Exchange Act Release No. 58415 

(August 22, 2008), 73 FR 50843 (August 28, 2008) 

(PCAOB–2008–03). 

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

6 15 U.S.C. 78f(b)(5). 

7 15 U.S.C. 78s(b)(3)(A)(iii). 

8 17 CFR 240.19b–4(f)(6). 

9 17 CFR 240.19b–4(f)(6). As required under Rule 

19b–4(f)(6)(iii), the Exchange provided the 

Commission with written notice of its intent to file 

the proposed rule change, along with a brief 

description and the text of the proposed rule 

change, at least five business days prior to the date 

of filing of the proposed rule change, or such 

shorter time as designated by the Commission. 

10 17 CFR 240.19b–4(f)(6). 

11 17 CFR 240.19b–4(f)(6)(iii). 

monitor their compliance via the 

submissions required by Sections 810(b) 

and 810(c). In the Exchange’s view, it is 

therefore not necessary to subject such 

issuers to Section 810(a). Section 801(d) 

would be amended to clarify that 

registered management investment 

companies (including closed-end funds 

and open-end funds) would be subject 

to proposed Section 810. Section 801(f) 

would be amended to make clear that 

foreign issuers would be subject to 

Section 810, notwithstanding any 

exemptions from the requirements of 

Part 8 they may receive pursuant to 

Section 110. 

The Exchange also proposes to amend 

Section 801 to delete the text which 

provides that each listed company must 

provide prompt notification to the 

Exchange after an executive officer of 

the listed company becomes aware of 

any material noncompliance by the 

listed company with the applicable 

requirements specified or referenced in 

Part 8. This text would be redundant 

upon adoption of proposed Section 

810(b), which contains a comparable 

requirement that the Exchange be 

provided with prompt notification of 

any noncompliance with the applicable 

provisions of Part 8 of the Company 

Guide, although Section 810(b) will 

require that a company’s CEO provide 

this notification while the current rule 

only states that it be provided by the 

listed issuer. The Exchange proposes to 

delete a similar redundant notification 

requirement from Section 802(b). 

The Exchange proposes to amend 

Section 801(d) to correct an erroneous 

cross-reference. The reference to Section 

803B(5) is amended to refer to Section 

803B(4), which is the section containing 

the provision referenced in Section 

801(d) (i.e., requiring audit committees 

for investment companies to establish 

procedures for the confidential, 

anonymous submission of concerns 

regarding questionable accounting or 

auditing matters by employees of the 

investment adviser, administrator, 

principal underwriter, or any other 

provider of accounting related services 

for the investment company, as well as 

employees of the investment company). 

Also, the Exchange proposes to amend 

Section 801(d) to clarify that, in 

addition to Section 803B(1) as the rule 

currently states, closed end funds are 

subject to Section 803B(4) and to any of 

the other provisions of Section 803 to 

the extent required by Rule 10A–3 

under the Exchange Act. 

Finally, the Exchange proposes to 

amend Section 803(B)(1)(b) to correct an 

obsolete reference. Specifically, the 

Exchange proposes to delete the 

reference to Independence Standards 

Board Standard 1 and replace it with a 

reference to The Public Company 

Accounting Oversight Board Rule 3526 

which has superseded the deleted text.4

The Exchange proposes to implement 

the changes discussed herein on 

February 4, 2015. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) 5 of the Act, in general, and 

furthers the objectives of Section 

6(b)(5) 6 of the Act, in particular in that 

it is designed to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in regulating, clearing, 

settling, processing information with 

respect to, and facilitating transactions 

in securities, 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 

Exchange believes that the proposed 

amendment is consistent with the 

investor protection objectives of the Act 

in that its purpose is to enable the 

Exchange’s regulatory staff to more 

effectively monitor listed companies’ 

compliance with the Exchange’s 

corporate governance requirements as 

an integral part of the Exchange’s 

responsibilities as a self-regulatory 

organization and to encourage 

companies to focus more thoroughly on 

their compliance with the applicable 

requirements. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purpose of the Act. The Exchange 

notes that the proposed amendments to 

Part 8 of the Company Guide are 

comparable in substance to Section 

303A.12 of the NYSE Listed Company 

Manual and are designed to permit the 

Exchange’s regulatory staff to more 

effectively monitor listed companies’ 

compliance with the Exchange’s 

corporate governance requirements. 

Because the purpose of the proposed 

amendment is to adopt corporate 

governance affirmation requirements 

comparable to those of the NYSE, the 

Exchange does not believe that the 

proposed rule change will impose any 

burden on competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 7 and Rule 

19b–4(f)(6) thereunder.8 Because the 

proposed rule change does not: (i) 

Significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act and Rule 19b–4(f)(6) 

thereunder.9

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 10 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 11

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. The Exchange has asked 

the Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The Exchange believes that the 

proposal will enable its regulatory staff 

to more effectively monitor listed 

companies’ compliance with the 

Exchange’s corporate governance 

requirements and will also encourage 

companies to focus more thoroughly on 

their fulfillment of these requirements. 

The Commission believes that 

advancing these goals benefits investors 

and serves the public interest by helping 

assure that listed companies adhere to 

sound governance practices. The 

Commission further notes that the 

Exchange’s proposed approach to 

monitoring listed companies’ 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 28 / Wednesday, February 11, 2015 / Notices 7661 

12For purposes only of waiving the 30-day 

operative delay, 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. 78s(b)(2)(B). 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 34– 

71920 (April 9, 2014), 79 FR 21331 (April 15, 2015) 

(File No. SR–ICEEU–2014–04) (order approving rule 

changes to clear Western European sovereign CDS 

contracts); Securities Exchange Act Release No. 34– 

73737 (December 4, 2014), 79 FR 73372 (December 

10, 2014) (File No. SR–ICEEU–2014–18) (order 

approving rule changes to clear additional Western 

European sovereign CDS contracts) (the ‘‘Prior WE 

Sovereigns Orders’’). 

compliance is comparable, though not 

identical, to the approach used by the 

New York Stock Exchange. Thus the 

Commission believes that waiving the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest. Therefore, the 

Commission hereby waives the 

operative delay and designates the 

proposed rule change operative upon 

filing.12

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 13 of the Act to 

determine whether the proposed rule 

change should be approved or 

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 

• Use the Commission’s Internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEMKT–2015–09 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEMKT–2015–09. 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, 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 the 

filing also will be available for 

inspection and copying at the NYSE’s 

principal office and on its Internet Web 

site at www.nyse.com. 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– 

NYSEMKT–2015–09 and should be 

submitted on or before March 4, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–02747 Filed 2–10–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 74213; File No. SR–ICEEU– 

2015–004] 

Self-Regulatory Organizations; ICE 

Clear Europe Limited; Notice of Filing 

of Proposed Rule Change Relating to 

Additional European Sovereign CDS 

Contracts 

February 5, 2015. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

27, 2015, ICE Clear Europe Limited 

(‘‘ICE Clear Europe’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared primarily by ICE Clear Europe. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The principal purpose of the change 

is to provide for the clearance of 

additional CDS contracts that are 

Western European sovereign CDS 

contracts referencing the Kingdom of 

the Netherlands, the Republic of 

Finland, the Kingdom of Sweden and 

the Kingdom of Denmark (the 

‘‘Additional WE Sovereign Contracts’’). 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, ICE 

Clear Europe included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. ICE 

Clear Europe has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant aspects of these 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is for ICE Clear Europe to offer 

clearing of Western European sovereign 

CDS contracts referencing four 

additional reference entities: the 

Kingdom of the Netherlands, the 

Republic of Finland, the Kingdom of 

Sweden and the Kingdom of Denmark. 

ICE Clear Europe currently clears CDS 

contracts referencing six other Western 

European sovereigns: Ireland, the 

Republic of Italy, the Portuguese 

Republic, the Kingdom of Spain, the 

Kingdom of Belgium and the Republic 

of Austria.3 ICE Clear Europe believes 

clearance of the Additional WE 

Sovereign Contracts will benefit the 

markets for credit default swaps on 

Western European sovereigns by 

offering to market participants the 

benefits of clearing, including reduction 

in counterparty risk and safeguarding of 


tkelley on DSK3SPTVN1PROD with NOTICES