10878 Federal Register / Vol. 87, No. 38 / Friday, February 25, 2022 / Notices 

119See id. 

120 17 CFR 201.700(b)(3). 

121See id. 

122See id. 

123See Susquehanna Int’l Group, LLP v. 

Securities and Exchange Commission, 866 F.3d 

442, 446–47 (D.C. Cir. 2017) (rejecting the 

Commission’s reliance on an SRO’s own 

determinations without sufficient evidence of the 

basis for such determinations). 

124 15 U.S.C. 78s(b)(2). Section 19(b)(2) of the Act 

grants the Commission flexibility to determine what 

type of proceeding—either oral or notice and 

opportunity for written comments—is appropriate 

for consideration of a particular proposal by an 

SRO. See Securities Acts Amendments of 1975, 

Report of the Senate Committee on Banking, 

Housing and Urban Affairs to Accompany S. 249, 

S. Rep. No. 75, 94th Cong., 1st Sess. 30 (1975). 

125 15 U.S.C. 78s(b)(3)(C). 

126 17 CFR 200.30–3(a)(12), (57) and (58). 

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

2 17 CFR 240.19b–4. 

launched operations for its Full Service 

MEO Port fees, and further, that the 

amount of the fee is directly related to 

the Member or non-Member’s TCV 

resulting in higher fees for greater 

TCV.119 What are commenters’ views on 

the adequacy of the information the 

Exchange provides regarding the 

proposed differentials in fees? Do 

commenters believe that the proposed 

price differences are supported by the 

Exchange’s assertions that it set the 

level of each proposed new fee in a 

manner that it equitable and not 

unfairly discriminatory? 

Under the Commission’s Rules of 

Practice, the ‘‘burden to demonstrate 

that a proposed rule change is 

consistent with the Exchange Act and 

the rules and regulations issued 

thereunder . . . is on the [SRO] that 

proposed the rule change.’’ 120 The 

description of a proposed rule change, 

its purpose and operation, its effect, and 

a legal analysis of its consistency with 

applicable requirements must all be 

sufficiently detailed and specific to 

support an affirmative Commission 

finding,121 and any failure of an SRO to 

provide this information may result in 

the Commission not having a sufficient 

basis to make an affirmative finding that 

a proposed rule change is consistent 

with the Act and the applicable rules 

and regulations.122 Moreover, 

‘‘unquestioning reliance’’ on an SRO’s 

representations in a proposed rule 

change would not be sufficient to justify 

Commission approval of a proposed rule 

change.123

The Commission believes it is 

appropriate to institute proceedings to 

allow for additional consideration and 

comment on the issues raised herein, 

including as to whether the proposal is 

consistent with the Act, any potential 

comments or supplemental information 

provided by the Exchange, and any 

additional independent analysis by the 

Commission. 

V. Commission’s Solicitation of 

Comments 

The Commission requests written 

views, data, and arguments with respect 

to the concerns identified above as well 

as any other relevant concerns. In 

particular, the Commission invites the 

written views of interested persons 

concerning whether the proposal is 

consistent with Sections 6(b)(4), 6(b)(5), 

and 6(b)(8), or any other provision of the 

Act, or the rules and regulations 

thereunder. The Commission asks that 

commenters address the sufficiency and 

merit of the Exchange’s statements in 

support of the proposal, in addition to 

any other comments they may wish to 

submit about the proposed rule change. 

Although there do not appear to be any 

issues relevant to approval or 

disapproval that would be facilitated by 

an oral presentation of views, data, and 

arguments, the Commission will 

consider, pursuant to Rule 19b–4, any 

request for an opportunity to make an 

oral presentation.124

Interested persons are invited to 

submit written data, views, and 

arguments regarding whether the 

proposal should be approved or 

disapproved by March 18, 2022. Any 

person who wishes to file a rebuttal to 

any other person’s submission must file 

that rebuttal by April 1, 2022. 

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 No. SR– 

PEARL–2022–04 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–PEARL–2022–04. 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 website (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 website 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 principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–PEARL–2022–04 and 

should be submitted on or before March 

18, 2022. Rebuttal comments should be 

submitted by April 1, 2022. 

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(3)(C) of the Act,125 that 

File Numbers SR–PEARL–2022–04 be, 

and hereby is, temporarily suspended. 

In addition, the Commission is 

instituting proceedings to determine 

whether the proposed rule change 

should be approved or disapproved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.126

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–03964 Filed 2–24–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94280; File No. SR–ICEEU– 

2022–004] 

Self-Regulatory Organizations; ICE 

Clear Europe Limited; Notice of Filing 

of Proposed Rule Change Relating to 

Amendments to the ICE Clear Europe 

CDS Clearing Stress Testing Policy 

and CDS Clearing Back-Testing Policy 

February 18, 2022. 

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 February 

10, 2022, ICE Clear Europe Limited 

(‘‘ICE Clear Europe’’ or the ‘‘Clearing 

House’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 


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Federal Register / Vol. 87, No. 38 / Friday, February 25, 2022 / Notices 10879 

3Capitalized terms used but not defined herein 

have the meanings specified in the ICE Clear 

Europe Clearing Rules and the CDS Clearing Stress 

Testing Policy and the CDS Clearing Back-Testing 

Policy (as applicable). 

the proposed rule changes 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. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

ICE Clear Europe proposes to modify 

certain provisions of its CDS Clearing 

Stress Testing Policy (‘‘CDS StressTesting Policy’’) and CDS Clearing BackTesting Policy (‘‘CDS Back-Testing 

Policy’’) to make certain clarifications 

and updates.3

II. Clearing Agency’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 

such statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

(a) Purpose 

ICE Clear Europe is proposing to [sic] 

its CDS Back-Testing Policy and its CDS 

Stress-Testing Policy to describe more 

fully certain existing Clearing House 

practices, as discussed herein. 

CDS Back-Testing Policy 

The amendments to the CDS BackTesting Policy would generally clarify 

the types of back-testing the Clearing 

House performs of its CDS risk models. 

The amendments would also make 

minor terminology updates to conform 

uses of defined terms, make 

typographical corrections throughout 

the document, and add and/or update 

section names and numbering to 

improve organization and readability. 

The general discussion of the Clearing 

House’s Back-testing approach would be 

amended to add a new paragraph which 

would specify that the Clearing House 

conducts several types of back-tests 

described in the CDS Back-Testing 

Policy and that the Clearing House 

adopts all the available reliable and 

validated data for each back-test in 

order to assess the model performance 

over a long period in which stressed 

market conditions and idiosyncratic 

events are likely to have occurred. 

A new section would be added (and 

numbering would be updated 

accordingly) to describe the use of 

overlapping and non-overlapping data 

in the back-testing of the CDS risk 

model performed by the Clearing House. 

The section would state explicitly that 

using non-overlapping back-testing for 

static portfolios is the preferred 

approach because the CDS risk model is 

designed to cover a multi-days risk 

horizon, but that the lack of sufficiently 

long data sets may limit the use of the 

approach. Overlapping back-testing is 

used in order for the Clearing House to 

have a statistically significant sample, 

but the count of exceedances is 

artificially duplicated. The amendments 

also would discuss the ways the 

Clearing House addresses the problem 

of time dependent observations. 

The discussion of the implementation 

of the Basel Traffic Light System (BTLS) 

would be updated to state explicitly that 

one of the main assumptions of BTLS is 

that excessive losses are time 

independent. The amendments would 

describe how, because multi-horizon 

overlapping back-testing is time 

dependent, the problem would be 

addressed by correcting the number of 

consecutive exceedances within the risk 

time horizon. 

The discussion of Multi-horizon back 

testing (renamed Multi-days horizon 

back-testing) would clarify that the 

observed loss is calculated as the 

minimum NAV change over 5 days for 

house accounts. Further clarificatory 

updates that would be made include 

specifying that shortfall is also known 

as ‘‘back-test exceedances’’ and that 

unrealized loss is also known as ‘‘worst 

N-days P&L’’. These updates would be 

made throughout the CDS Back-Testing 

Policy in order to be more descriptive 

and improve readability. The 

amendments would further reflect that 

the Clearing House’s use of the worst Ndays P&L may lead to multiple 

consecutive back-test exceedances 

following one large market move in the 

overlapping back-testing approach. 

The discussion of detailed daily backtesting results would be updated to 

include further explanations of the 

information presented in Table 2 

(Example of the minimum 5-day P/L 

detail for daily back-testing). 

Specifically, the amendments would 

provide that the last two examples in 

Table 2 shows the worst N-days P/L 

could be the 4-days P/L or 3-days P/L. 

The section relating to back-testing 

the production model with Clearing 

Members accounts would be amended 

to clarify that a minimum of one year of 

observations is required to define the 

statistical significance of back-testing 

results. 

Provisions relating to back-testing the 

production model with Special Strategy 

portfolios would be updated to describe 

that the set of portfolios tested include 

strategies like Index arbitrage portfolios 

with long Index and short Single Names 

constituent of the current Index. The 

strategies would refer to the main 

Indices where the Clearing House clears 

part of the underlying Single Names. 

Additionally, the amendments would 

provide that back-test results at the 

99.5% quantile would be reviewed on at 

least a monthly basis, and that back-test 

results at the 99.75% quantile would be 

reviewed on an ad-hoc basis, when 

there is a large market move. A table 

showing portfolio reconstruction for 

special strategy back-testing would be 

removed as unnecessary detail now 

covered in the more general description 

of the special strategies. 

A new section addressing stylized 

portfolios back-testing would be added 

and would provide that the Clearing 

Risk Department would perform backtesting on a series of stylized portfolios 

when a new risk factor is introduced for 

clearing. Such stylized portfolios aim at 

replicating certain trading strategies in 

order to make sure that the risk related 

to the newly introduced risk factors can 

be managed through the current CDS 

risk model. Stylized portfolios backtesting may be carried out more 

frequently on the risk factors that [sic] 

the largest open interest at the Clearing 

House in order to provide further 

assurance regarding the CDS risk model 

performance. The changes reflect 

current back-testing practice, and are 

intended to more clearly document such 

practices in the Back-Testing Policy. 

The provisions relating to univariate 

back-testing would be updated to 

provide that back-testing results at 

99.5% quantile would be reviewed on at 

least a monthly basis by the Clearing 

Risk Department and reported to the 

Model Oversight Committee on a 

monthly basis, which reflects current 

practice. Back-testing results at 99.75% 

quantile would be reviewed on ad-hoc 

basis, when stress market conditions 

might cause breaches at 99.5% quantile. 

CDS Stress-Testing Policy 

In the CDS Stress-Testing Policy, the 

description of the use of Hypothetical 

Scenarios would be updated to clarify 


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10880 Federal Register / Vol. 87, No. 38 / Friday, February 25, 2022 / Notices 

4 15 U.S.C. 78q–1. 

5 15 U.S.C. 78q–1(b)(3)(F). 

6 15 U.S.C. 78q–1(b)(3)(F). 

7 17 CFR 240.17Ad–22. 

8 17 CFR 240.17Ad–22(e)(4)(vi)(A). 

9 17 CFR 240.17Ad–22(e)(6)(vi). 

10 17 CFR 240.17Ad–22(e)(6)(vi). 

11 17 CFR 240.17 Ad–22(e)(2)(i) and (v). 

12 17 CFR 240.17 Ad–22(e)(2)(i) and (v). 

that forward looking credit event 

scenarios are based on both historically 

observed and hypothetical extreme but 

plausible market scenarios. This update 

is intended to more clearly reflect 

current stress testing practice. 

(b) Statutory Basis 

ICE Clear Europe believes that the 

amendments to the CDS Back-Testing 

Policy and the CDS Stress-Testing 

Policy are consistent with the 

requirements of Section 17A of the Act 4

and the regulations thereunder 

applicable to it. In particular, Section 

17A(b)(3)(F) of the Act 5 requires, among 

other things, that the rules of a clearing 

agency be designed to promote the 

prompt and accurate clearance and 

settlement of securities transactions 

and, to the extent applicable, derivative 

agreements, contracts, and transactions, 

the safeguarding of securities and funds 

in the custody or control of the clearing 

agency or for which it is responsible, 

and the protection of investors and the 

public interest. 

The amendments to the CDS BackTesting Policy are generally designed to 

enhance and clarify the descriptions of 

back-testing performed on ICE Clear 

Europe CDS risk models. Although 

these changes are largely not intended 

to represent a change in current Clearing 

House practices, they are intended to 

more clearly reflect those practices and 

thereby enhance the ongoing 

implementation and monitoring of backtesting. In particular, the amendments 

clarify the use of overlapping and nonoverlapping data sets, the back-testing of 

stylized portfolios when new risk 

factors are rolled out, assumptions 

around time independence of 

exceedances, and the review process for 

the 99.75% quantile back tests 

(including the frequency of review and 

the Clearing House committees 

responsible for review). The amendment 

to the CDS Stress-Testing Policy would 

clarify the use of hypothetical scenarios 

in constructing forward looking credit 

event scenarios in stress testing of the 

CDS risk model. Therefore, the 

amendments will help ICE Clear Europe 

ensure that its risk model will 

effectively measure credit exposures 

and default risks, and thus that the 

Clearing House adequately maintains 

adequate financial resources to support 

its CDS operations. The amendments 

will therefore enhance the stability of 

the Clearing House and overall promote 

the prompt and accurate clearance and 

settlement of securities transactions 

and, derivative agreements, contracts, 

and transactions, and the public interest 

in the sound operation of clearing 

agencies. Accordingly, the amendments 

are consistent with the requirements of 

Section 17A(b)(3)(F).6 (ICE Clear Europe 

does not believe the amendments will 

affect the safeguarding of securities and 

funds in ICE Clear Europe’s custody or 

control or for which it is responsible.) 

For similar reasons, the proposed 

amendments are also consistent with 

relevant requirements of Rule 17Ad–22. 

ICE Clear Europe believes that the 

proposed amendments are consistent 

with the relevant requirements of Rule 

17Ad–22(e)(4)(vi)(A),7 which provides 

that ‘‘[e]ach covered clearing agency 

shall establish, implement, maintain 

and enforce written policies and 

procedures reasonable designed to, as 

applicable [. . .] effectively identify, 

measure, monitor and manage its credit 

exposures to participants and those 

arising from its payment, clearing, and 

settlement processes, including by 

[. . .] testing the sufficiency of its total 

financial resources available to meet the 

minimum financial resource 

requirements [. . .] by conducting stress 

testing of its total financial resources 

once each day using standard 

predetermined parameters and 

assumptions’’, among other 

requirements. The amendments to the 

CDS Stress-Testing Policy clarify that 

construction of certain forward looking 

stress scenarios is based on hypothetical 

as well as historical scenarios. As 

amended, the CDS Stress-Testing Policy 

will facilitate the ongoing stress-testing 

of financial resources and effective 

management of credit exposures to CDS 

Clearing Members. As such, the 

amendments are consistent with the 

requirements of Rule 17Ad–22(e)(4)(vi)– 

(B) [sic].8

Rule 17Ad–22(e)(6)(vi) 9 provides that 

‘‘[e]ach covered clearing agency shall 

establish, implement, maintain and 

enforce written policies and procedures 

reasonable designed to, as applicable 

[. . .] cover, if the covered clearing 

agency provides central counterparty 

services, its credit exposures to its 

participants by establishing a risk-based 

margin system that, at a minimum [. . .] 

is monitored [sic] on an ongoing basis 

and is regularly reviewed, tested and 

verified by (A) conducting backtests of 

its margin model at least once each day 

using standard predetermined 

parameters and assumptions; (B) 

conducting a sensitivity analysis of its 

margin model and a review of its 

parameters and assumptions for 

backtesting on at least a monthly basis, 

and considering modifications to ensure 

the backtesting practices are appropriate 

for determining the adequacy of [its] 

margin resources; (C) conducting a 

sensitivity analysis of its margin model 

and a review of its parameters and 

assumptions for backtesting more 

frequently than monthly during periods 

of time when the products cleared or 

markets served display high volatility or 

become less liquid, or when the size or 

concentration of positions held by the 

covered clearing agency’s participants 

increases or decreases significantly; and 

(D) reporting the results of its analyses 

. . . to appropriate decision makers 

. . . .’’. The amendments to the CDS 

Back-Testing Policy will, as discussed 

above, enhance the framework for ICE 

Clear Europe to conduct back-testing of 

CDS risk models by more clearly 

addressing the use of overlapping and 

non-overlapping back-testing data sets, 

the back-testing of stylized portfolios 

when new risk factors are implemented, 

and assumptions around time 

independence of excessive losses, 

among other changes. The amendments 

also clarify the procedures for review of 

back-testing at certain quantiles (on a 

monthly or ad hoc basis, as 

appropriate). As such, ICE Clear Europe 

believes the amendments are consistent 

with the requirements of Rule 17Ad– 

22(e)(6)(vi).10

Rules 17Ad–22(e)(2)(i) and (v) 11

provides that ‘‘[e]ach covered clearing 

agency shall establish, implement, 

maintain and enforce written policies 

and procedures reasonable designed to, 

as applicable [. . .] provide for 

governance arrangements that are clear 

and transparent [and] specify clear and 

direct lines of responsibility’’. As 

described herein, references to the roles 

of certain committees and departments 

with respect to reviews and approvals 

throughout the CDS Back-Testing Policy 

have been updated to reflect existing 

practice with respect to the roles of 

groups. As such, the amendments 

provide additional clarity with respect 

to Clearing House governance and lines 

of responsibility consistent with Rules 

17Ad–22(e)(2)(i) and (v).12

(B) Clearing Agency’s Statement on 

Burden on Competition 

ICE Clear Europe does not believe the 

proposed rule changes would have any 

impact, or impose any burden, on 

competition not necessary or 

appropriate in furtherance of the 


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Federal Register / Vol. 87, No. 38 / Friday, February 25, 2022 / Notices 10881 

13 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Under OCC’s By-Laws, the Board may elect one 

or more officers as it may from time to time 

determine are required for the effective 

management and operation of the Corporation. ByLaws Art. IV § 1. In addition, the Chairman, Chief 

Executive Officer and Chief Operational Officer 

each may appoint such officers, in addition to those 

elected by the Board, and such agents as they each 

shall deem necessary or appropriate to carry out the 

functions assigned to them. By-Laws Art. IV § 2. 

purpose of the Act. In general, the 

amendments are intended to provide 

clarifications and additional details 

where necessary in order to reflect 

existing practices for CDS stress-testing 

and back-testing and are not intended to 

impose new requirements on Clearing 

Members. The terms of cleared CDS 

contracts and of clearing are not 

otherwise changing. As such, the 

amendments will apply to all CDS 

Clearing Members and are unlikely, in 

ICE Clear Europe’s view, to materially 

affect the cost of clearing for CDS 

products or affect access to clearing for 

CDS products at ICE Clear Europe or the 

market for cleared services generally. To 

the extent the changes could lead to 

changes in margin rates, based on the 

results of stress-testing and/or backtesting, ICE Clear Europe believes any 

such changes would be designed to 

appropriately reflect its credit risk from 

CDS Clearing Members with respect to 

cleared positions. Therefore, ICE Clear 

Europe does not believe the proposed 

rule changes impose any burden on 

competition that is inappropriate in 

furtherance of the purposes of the Act. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants or Others 

Written comments relating to the 

proposed amendments have not been 

solicited or received by ICE Clear 

Europe. ICE Clear Europe will notify the 

Commission of any written comments 

received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

such proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be 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– 

ICEEU–2022–004 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–ICEEU–2022–004. 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 website (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 website 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 such 

filings will also be available for 

inspection and copying at the principal 

office of ICE Clear Europe and on ICE 

Clear Europe’s website at https://

www.theice.com/clear-europe/ 

regulation. All comments received will 

be posted without change. Persons 

submitting comments are cautioned that 

we do not redact or edit personal 

identifying information from comment 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–ICEEU– 

2022–004 and should be submitted on 

or before March 18, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–03960 Filed 2–24–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94283; File No. SR–OCC– 

2022–002] 

Self-Regulatory Organizations; The 

Options Clearing Corporation; Notice 

of Filing of Proposed Rule Change 

Concerning the Options Clearing 

Corporation’s Governance 

Arrangements 

February 18, 2022. 

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

Securities Exchange Act of 1934 

(‘‘Exchange Act’’ or ‘‘Act’’),1 and Rule 

19b–4 thereunder,2 notice is hereby 

given that on February 7, 2022, The 

Options Clearing Corporation (‘‘OCC’’ or 

‘‘Corporation’’) 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 OCC. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

This proposed rule change would 

modify and enhance OCC’s governance 

arrangements. Specifically, OCC is 

proposing to amend certain of its 

governing documents by: (i) Clarifying 

that OCC’s Public Directors may not be 

affiliated with any designated contract 

market (‘‘DCM’’) or futures commission 

merchant (‘‘FCM’’); (ii) allowing the 

Board of Directors (‘‘Board’’) to delegate 

authority to (a) Board-level committees 

(‘‘Committees’’) to review and approve 

certain routine initiatives and policies, 

as well as to authorize certain regulatory 

filings and (b) an OCC Officer to 

authorize certain regulatory filings in 

more limited cases; 3 (iii) removing the 

portion of Article XI, Section 1 of the 

By-Laws that allows OCC to deem the 

affirmative vote or consent of an 

Exchange Director to be the approval of 

the stockholder that elected the 

Exchange Director for By-Law 

amendments that require stockholder 

consent; and (iv) applying additional 

amendments recommended as part of 


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