47162 Federal Register / Vol. 77, No. 152 / Tuesday, August 7, 2012 / Notices 

11 15 U.S.C. 78f(b)(1). 

12 15 U.S.C. 78f(b)(3). 

13 Id. 

14 17 CFR 200.30–3(a)(12). 

including the deletion of provisions that 

currently apply only to NYSE Euronext 

directors and expressly do not apply to 

directors of these Regulated 

Subsidiaries. In particular, (i) references 

to NYSE Euronext would refer instead 

to the relevant Regulated Subsidiary; (ii) 

the requirement that at least threefourths of the directors must be 

independent would be deleted, since 

the organizational documents of these 

Regulated Subsidiaries contain the 

independence and other qualification 

requirements for directors; (iii) the 

requirement in the Independence Policy 

of NYSE Euronext that the board 

consider the special responsibilities of a 

director in light of NYSE Euronext’s 

ownership of U.S. regulated subsidiaries 

and European regulated entities would 

be deleted, because unlike NYSE 

Euronext, the Regulated Subsidiaries are 

not holding companies; (iv) the 

requirement for directors to inform the 

Chairman of the Nominating and 

Governance Committee of certain 

relationships and interests would be 

deleted, since the boards of these 

Regulated Subsidiaries do not have a 

Nominating and Governance 

Committee, except that in the Regulated 

Subsidiary Director Independence 

Policy to be adopted by NYSE 

Regulation, this provision would 

reference the Nominating and 

Governance Committee of NYSE 

Regulation; (v) references to NYSE 

Alternext, Inc. and NYSE Amex LLC 

would refer instead to NYSE MKT LLC, 

because of this entity’s previous name 

changes; (vi) because the current 

Independence Policy of NYSE Euronext 

provides that a director of an affiliate of 

a Member Organization’’ (as defined in 

the Regulated Subsidiary Director 

Independence Policy) cannot qualify as 

an independent director of these 

Regulated Subsidiaries, the conflicting 

language stating that a director of an 

affiliate of a Member Organization shall 

not per se fail to be independent would 

be deleted; and (vii) because language in 

the current Independence Policy of 

NYSE Euronext provides that an 

executive officer of an issuer whose 

securities are listed on a NYSE 

Exchange cannot qualify as an 

independent director of these Regulated 

Subsidiaries, the conflicting language 

providing an exception applicable only 

to NYSE Euronext directors would be 

deleted. In addition, the ‘‘additional 

independence requirements’’ at the end 

of the current Independence Policy of 

NYSE Euronext, which provides that 

executive officers of foreign private 

issuers, executive officers of NYSE 

Euronext and directors of affiliates of 

member organizations must together 

comprise no more than a minority of the 

total board, would be eliminated. This 

provision is designed to ensure that 

although persons who are directors of 

an affiliate of a Member Organization or 

who are executive officers of a ‘‘foreign 

private issuer’’ listed on a NYSE 

Exchange may in some circumstances 

qualify as independent for purposes of 

NYSE Euronext board membership, 

such persons may not, together with 

executive officers of NYSE Euronext, 

constitute more than a minority of the 

total NYSE Euronext directors. Under 

the proposed Regulated Subsidiary 

Director Independence Policy, such 

persons could not be deemed to be 

independent directors of the relevant 

Regulated Subsidiary and, accordingly, 

this limitation on the number of such 

persons who may serve on the board is 

unnecessary. 

The Commission finds that these 

proposals, taken together, are consistent 

with the Act, particularly Section 

6(b)(1),11 which requires an exchange to 

be so organized and have the capacity 

to carry out the purposes of the Act. 

Further, the Commission notes that the 

NYSE Exchanges are not proposing to 

change any of the provisions relating to 

(i) the fair representation of the 

members of each of the NYSE 

Exchanges in the selection of its 

directors and administration of its 

affairs or (ii) one or more of the directors 

of each of the NYSE Exchanges being 

representative of issuers and investors 

and not being associated with a member 

of the exchange or with a broker dealer, 

each as required under Section 6(b)(3) of 

the Act.12

III. Conclusion 

For the foregoing reasons, the 

Commission finds that the proposed 

rule change is consistent with the Act 

and the rules and regulations 

thereunder applicable to a national 

securities exchange. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act 13 that the 

proposed rule changes (SR–NYSE– 

2012–17; SR–NYSEArca–2012–59; SR– 

NYSEMKT–2012–07), are approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–19217 Filed 8–6–12; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice 7970] 

International Security Advisory Board 

(ISAB) Meeting Notice; Closed Meeting 

In accordance with section 10(a)(2) of 

the Federal Advisory Committee Act, 5 

U.S.C. App 10(a)(2), the Department of 

State announces a meeting of the 

International Security Advisory Board 

(ISAB) to take place on September 13, 

2012, at the Department of State, 

Washington, DC. 

Pursuant to section 10(d) of the 

Federal Advisory Committee Act, 5 

U.S.C. App 10(d), and 5 U.S.C. 

552b(c)(1), it has been determined that 

this Board meeting will be closed to the 

public because the Board will be 

reviewing and discussing matters 

properly classified in accordance with 

Executive Order 13526. The purpose of 

the ISAB is to provide the Department 

with a continuing source of 

independent advice on all aspects of 

arms control, disarmament, politicalmilitary affairs, international security 

and related aspects of public diplomacy. 

The agenda for this meeting will include 

classified discussions related to the 

Board’s ongoing studies on current U.S. 

policy and issues regarding arms 

control, international security, nuclear 

proliferation, and diplomacy. 

For more information, contact Richard 

W. Hartman II, Executive Director of the 

International Security Advisory Board, 

U.S. Department of State, Washington, 

DC 20520, telephone: (202) 736–4290. 

Dated: July 31, 2012. 

Richard W. Hartman, II, 

Executive Director, International Security 

Advisory Board, U.S. Department of State. 

[FR Doc. 2012–19300 Filed 8–6–12; 8:45 am] 

BILLING CODE 4710–24–P 

DEPARTMENT OF TRANSPORTATION 

National Highway Traffic Safety 

Administration 

Reports, Forms and Recordkeeping 

Requirements; Agency Information 

Collection Activity Under OMB Review 

AGENCY: National Highway Traffic 

Safety Administration, DOT. 

ACTION: Notice. 

SUMMARY: In compliance with the 

Paperwork Reduction Act of 1995 (44 

U.S.C. 3501 et seq.), this notice 

announces that the Information 

Collection Request (ICR) abstracted 

below has been forwarded to the Office 

of Management and Budget (OMB) for 

review and comment. The ICR describes 

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