Federal Register / Vol. 89, No. 238 / Wednesday, December 11, 2024 / Notices 99917 

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

2 17 CFR 240.19b–4. 

3Following Commission approval, ICC proposes 

to implement the collective changes to the 

Operating Agreement proposed herein and the 

changes to the Operating Agreement described in 

ICC rule filing SR–ICC–2024–009 (approved by the 

Commission and available here: https://

www.federalregister.gov/documents/2024/10/24/ 

2024-24638/self-regulatory-organizations-ice-clearcredit-llc-order-approving-proposed-rule-change-asmodified) in the same version of the amended and 

restated Operating Agreement. 

4As defined in the Operating Agreement, ‘Parent 

Independent Manager’ means a Manager of the 

Board elected by the Parent that meets the 

independence requirements of each of the New 

York Stock Exchange listing standards, the 

Securities Exchange Act of 1934, and 

Intercontinental Exchange, Inc. Board of Director 

Governance Principles (collectively, the 

‘‘Independence Standards’’). 

5As defined in the Operating Agreement, ‘Risk 

Committee Independent Manager’ means a Manager 

of the Board nominated by the Risk Committee that 

meets the Independence Standards. 

6As defined in the Operating Agreement, ‘Risk 

Committee Non-Independent Manager’ means a 

Continued 

This Notice will be published in the 

Federal Register. 

Erica A. Barker, 

Secretary. 

[FR Doc. 2024–29010 Filed 12–10–24; 8:45 am] 

BILLING CODE 7710–FW–P 

POSTAL SERVICE 

International Product Change—Priority 

Mail Express International, Priority Mail 

International & First-Class Package 

International Service Agreement 

AGENCY: Postal ServiceTM. 

ACTION: Notice. 

SUMMARY: The Postal Service gives 

notice of filing a request with the Postal 

Regulatory Commission to add a Priority 

Mail Express International, Priority Mail 

International & First-Class Package 

International Service contract to the list 

of Negotiated Service Agreements in the 

Competitive Product List in the Mail 

Classification Schedule. 

DATES: Date of notice: December 10, 

2024. 

FOR FURTHER INFORMATION CONTACT: 

Christopher C. Meyerson, (202) 268– 

7820. 

SUPPLEMENTARY INFORMATION: The 

United States Postal Service® hereby 

gives notice that, pursuant to 39 U.S.C. 

3642 and 3632(b)(3), on November 25, 

2024, it filed with the Postal Regulatory 

Commission a USPS Request to Add 

Priority Mail Express International, 

Priority Mail International & First-Class 

Package International Service Contract 

52 to Competitive Product List. 

Documents are available at 

www.prc.gov, Docket Nos. MC2025–413 

and K2025–411. 

Christopher Doyle, 

Attorney, Ethics & Legal Compliance. 

[FR Doc. 2024–29051 Filed 12–10–24; 8:45 am] 

BILLING CODE 7710–12–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101820; File No. SR–ICC– 

2024–010) 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Notice of Filing and 

Order Granting Accelerated Approval 

of Proposed Rule Change Relating to 

the Governance Playbook and Seventh 

Amended and Restated Operating 

Agreement 

December 5, 2024 

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

Securities Exchange Act of 1934,1 and 

Rule 19b-4 thereunder,2 notice is hereby 

given that on November 22, 2024, ICE 

Clear Credit LLC (‘‘ICE Clear Credit’’ or 

‘‘ICC’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change as described 

in Items I and II below, which Items 

have been prepared primarily by ICC. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons and to approve the proposed 

rule change on an accelerated basis. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The principal purpose of the 

proposed rule change is to revise ICC’s 

(i) Governance Playbook (the 

‘‘Playbook’’), and (ii) Seventh Amended 

and Restated Operating Agreement (the 

‘‘Operating Agreement’’). 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, ICC 

included statements concerning the 

purpose of and basis for the proposed 

rule change, security-based swap 

submission, or advance notice and 

discussed any comments it received on 

the proposed rule change, securitybased swap submission, or advance 

notice. The text of these statements may 

be examined at the places specified in 

Item IV below. ICC has prepared 

summaries, set forth in sections (A), (B), 

and (C) below, of the most significant 

aspects of these statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change, Security-Based 

Swap Submission, or Advance Notice 

(a) Purpose 

The amendments are intended 

principally to provide for the 

establishment of a Nominating 

Committee. ICC believes that such 

revisions will facilitate the prompt and 

accurate clearance and settlement of 

securities transactions and derivative 

agreements, contracts, and transactions 

for which it is responsible. ICC proposes 

to make such changes effective 

following Commission approval of the 

proposed rule change. The proposed 

revisions are described in detail as 

follows. 

I. Operating Agreement 

ICC would amend and restate its 

Operating Agreement 3 to add a 

Nominating Committee. As provided in 

revised Section 3.12 of the Operating 

Agreement, the Board will establish and 

maintain a Board level Nominating 

Committee which will be responsible 

for evaluating the independence and 

fitness of the persons proposed to be 

designated as Managers of the Board. In 

connection with this addition, the 

amendments would add a definition of 

‘Nominating Committee’ to Section 1.01 

of the Operating Agreement. 

Furthermore, proposed Section 3.12(a) 

of the Operating Agreement provides 

that the Nominating Committee will be 

composed of at least three members, a 

majority of which are required to be 

independent (i.e., either a Parent 

Independent Manager 4 or a Risk 

Committee Independent Manager 5). 

Two of the members of the Nominating 

Committee will be required to be 

Managers nominated to the Board by the 

Risk Committee, and one of these Risk 

Committee nominees will be required to 

be a Risk Committee Independent 

Manager, and the other Risk Committee 

nominee is not required to be an 

independent (i.e., they may be a Risk 

Committee Non-Independent 

Manager 6). The chairperson of the 


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99918 Federal Register / Vol. 89, No. 238 / Wednesday, December 11, 2024 / Notices 

Manager of the Board nominated by the Risk 

Committee that is not required to meet the 

Independence Standards. 

7 ‘Nominating Committee Evaluation’ means, in 

respect of any person, the Nominating Committee’s 

written evaluation of such person’s independence 

and fitness for election as a Manager, based on the 

standards and pursuant to the process set forth in 

the Nominating Committee Charter. ‘Nominating 

Committee Charter’ means the Charter of the 

Nominating Committee. 

8 17 CFR 240.17ad–25. 

9 Id. 

10 Id. 11 17 CFR 240.17ad–25(c)(3). 

Nominating Committee will be a Parent 

Independent Manager. Proposed Section 

3.12(b) of the Operating Agreement 

provides that the Nominating 

Committee will have access to the 

records of ICC, as well as access to 

Managers of the Board, and ICC officers 

and employees. The Nominating 

Committee will meet as needed to fulfill 

its duties, but in no event less than 

annually. Proposed Section 3.12(c) of 

the Operating Agreement provides for 

the limitation of the fiduciary duties on 

the members of the Nominating 

Committee. Such proposed limitation of 

fiduciary duties on members of the 

Nominating Committee is analogous to 

the current limitation of fiduciary duties 

provided in the Operating Agreement 

for members of the ICC Audit 

Committee and Managers of the Board. 

Specifically, proposed Section 3.12(c) 

provides that notwithstanding any 

provision of, any duty otherwise 

existing under, or anything to the 

contrary at applicable law (whether 

common or statutory), in equity or 

otherwise, the Operating Agreement is 

not intended to, and does not, create or 

impose any fiduciary duties on the 

members of the Nominating Committee. 

Further, each of the Parent and the other 

parties to or bound under the Operating 

Agreement waives any and all fiduciary 

duties that, absent such waiver or 

otherwise, may be implied or may 

otherwise apply under applicable law 

(whether common or statutory), in 

equity or otherwise to the members of 

the Nominating Committee. In addition, 

the parties to the Operating Agreement 

agree that the only duties and 

obligations of the members of the 

Nominating Committee to ICC, the 

Parent, ICC Clearing Participants, or any 

other person under applicable law 

(whether common or statutory), in 

equity or otherwise, are limited solely to 

performing those contractual duties 

expressly set forth in the Operating 

Agreement. Proposed Section 3.12(c) 

further provides that that none of the 

foregoing waivers or limitations shall be 

construed as eliminating the implied 

covenant of good faith and fair dealing. 

Furthermore, the amendments would 

modify Section 3.02 of the Operating 

Agreement to add the Nominating 

Committee’s role in the evaluation of 

potential members of the Board. 

Specifically, Section 3.02(a) of the 

Operating Agreement would be revised 

to indicate that the Parent shall not elect 

any person as a Manager of the Board 

until the Nominating Committee 

provides their evaluation of such person 

to the Parent. In addition, the 

amendments add the related definitions 

of ‘Nominating Committee Evaluation’ 

and ‘Nominating Committee Charter’ 7

to Section 1.01 of the Operating 

Agreement. 

In addition, the amendments would 

add a definition of ‘SEC’ to Section 1.01 

of the Operating Agreement. 

Furthermore, the amendments would 

modify the current definition of 

‘Governmental Authority’ contained in 

Section 1.01 of the Operating Agreement 

to include reference to the SEC to reflect 

the list of governmental authorities 

more accurately with jurisdiction over 

ICC. Lastly, the amendments would add 

a reference to members of the 

Nominating Committee to the definition 

of ‘Covered Persons’ contained in 

Section 1.01 of the Operating 

Agreement. Such change properly adds 

members of the new Nominating 

Committee to the list of persons to 

which the liability and indemnification 

provisions (contained in Article VI of 

the Operating Agreement) apply. 

II. Governance Playbook 

ICE Clear Credit would also amend 

the Playbook to conform to the 

amendments to the Operating 

Agreement discussed above. Section I 

and Section III of the Playbook would be 

revised to add reference to Commission 

Rule 17Ad–25 8 to the list of applicable 

regulations covering the governance 

structure of ICC. Such change properly 

adds reference to new Commission Rule 

17Ad–25 9 as such rule applies to the 

governance structure of Commission 

registered clearing agencies, including 

ICC. Section II of the Playbook would be 

amended to add the new Nominating 

Committee to the existing chart 

summarizing ICC’s governance 

structure. Section III of the Playbook 

would be amended to add the defined 

term ‘Manager’ to reference any 

individual member of the Board. 

Furthermore, ICC’s definition of the 

independence standards it applies to 

independent Managers of the Board 

would be revised to include a reference 

to Commission Rule 17Ad–25 10 which 

provides for independence requirements 

for Commission registered clearing 

agencies, including ICC. The 

amendments would also formalize the 

defined term ‘Independence Standards.’ 

Section III.A. of the Playbook would 

also be amended to remove the fitness 

standards for serving as a Manager on 

ICC’s Board and, as a result, the related 

definition of ‘Qualified Manager’ would 

also be removed. As a replacement for 

these specified fitness standards, the 

amendments would add a reference that 

the fitness standards for serving as a 

Manager, and the criteria for selecting 

new Managers will be specified by the 

new Nominating Committee and 

thereafter approved by the Board. Such 

process for having Manager fitness 

standards specified by the Nominating 

Committee is intended to comply with 

new Commission Rule 17Ad–25(c)(3) 11

which requires this process. The 

amendments would add the defined 

term ‘Manager Fitness Standards’ to 

refer to these Nominating Committee 

specified and Board approved fitness 

standards for Managers. The 

Nominating Committee will be formed, 

and their process of specifying the 

Manager Fitness Standards will occur, 

following Commission approval, and 

ICC implementation, of these proposed 

rule changes. Once such Manager 

Fitness Standards are specified by the 

new Nominating Committee and are 

approved by the Board, they will be 

included as new Appendix 1 to the 

Playbook. Due to the addition of 

Appendix 1, subsequent appendices 

would be renumbered and references to 

such appendices would be updated as 

well. 

Section III.B. of the Playbook would 

be revised to add the Nominating 

Committee’s role in the evaluation of 

potential members of the Board. 

Specifically, the Nominating Committee 

shall provide their evaluation and 

recommendation of an individual they 

believe to be qualified to become a 

Manager of the Board to the Parent, 

consistent with the Manager Fitness 

Standards. Furthermore, such section 

would be amended to reference that the 

Nominating Committee may consult 

with the Board, the Parent, the Risk 

Committee and ICC management 

regarding the skills, experience, and 

incentives of the potential new 

Manager. As a result of the addition of 

the Nominating Committee and its role 

in evaluating potential new Managers, 

the provisions in Section III.B. of the 

Playbook regarding the Parent’s 

consultation and information sharing 

related to potential new Managers is 

proposed to be removed as this role will 

be assumed by the Nominating 

Committee. In addition, the 


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Federal Register / Vol. 89, No. 238 / Wednesday, December 11, 2024 / Notices 99919 

12Please note that the identification and 

resolution of conflicts of interest covered in the 

Playbook relate to conflicts of interest involving 

Managers. With respect to potential conflicts of 

interest involving ICC staff (including senior 

managers), such employee conflicts of interest are 

covered in other ICC policies and procedures 

outside of the Playbook. 13 17 CFR 240.17ad–25(a). 

amendments will include a reference 

that the Parent will document their 

election of a new Manager, typically 

through a unanimous written consent of 

the directors of the Parent’s general 

partner, to provide additional 

transparency on current practices. 

Section III of the Playbook would also 

be amended to add the Nominating 

Committee to the list of parties that will 

be notified regarding the removal or 

resignation of a current Manager. With 

respect to the election of Managers 

designated by the Risk Committee, the 

amendments would add the Nominating 

Committee to the list of parties that 

would receive the biographical 

information of potential Managers 

designated by the Risk Committee. The 

amendments would also indicate that 

the Nominating Committees shall 

provide their evaluation and 

recommendation of individuals 

designated by the Risk Committee for a 

Manager position. 

Section III of the Playbook would also 

be revised with respect to the annual 

election process of Managers by the 

Parent, noting that in connection with 

this process, the Nominating Committee 

will provide the Parent with their 

evaluation of any proposed new 

Manager which will be based on the 

Board approved Manager Fitness 

Standards. With respect to any redesignated Manager, the Nominating 

Committee will be added to the list of 

parties that will receive details from ICC 

management regarding each redesignated Manager’s performance/ 

attendance from the previous year, 

including information specific to 

Nominating Committee performance 

such as results from the Nominating 

Committee evaluation process. 

Section III.E. of the Playbook would 

be revised to add clarifying information 

to ICC’s conflicts of interest process 

regarding potential Manager conflicts. 

Specifically, Section III.E. would be 

amended to clarify that ICC’s Code of 

Business Conduct and Ethics policy 

applicable to Managers provides for the 

disclosure and resolution of conflicts of 

interest, and further clarifies that 

resolution of Manager conflicts of 

interest means mitigation or 

elimination.12 Such section will also be 

amended to indicate that the ICC legal 

department will maintain 

documentation of any conflicts of 

interest disclosed by Managers and the 

mitigation or elimination thereof. 

Section III.F. of the Playbook would 

be revised to add the Nominating 

Committee’s role in evaluating and 

recommending to the Board if each 

Manager, and any nominee for Manager, 

qualifies as independent under the 

Independence Standards. Such 

evaluation by the Nominating 

Committee shall be provided to the 

Board to aid in the Board’s 

independence determination with 

respect to each Manager. In addition, 

ICC proposes amendments to clarify that 

(i) Nominating Committee members 

shall recuse themselves from evaluating 

their own independence and (ii) 

Managers shall recuse themselves from 

the determination of their own 

independence. Such section would also 

be modified to use the defined term 

Independence Standards. Furthermore, 

the independence qualifications 

described in Section III.F. of the 

Playbook would be modified to 

incorporate additional independence 

qualification definitions provided in 

new Commission Rule 17Ad–25(a), for 

example the definition of ‘family 

member.’ To ensure compliance with 

the independence qualification 

requirement of new Commission Rule 

17Ad–25(a),13 Section III.F. of the 

Playbook would be augmented with the 

following additional relationships that 

would disqualify an individual from 

being deemed independent: 

• In addition to an individual that is 

employee of an ICE Group company, an 

individual that otherwise receives 

compensation from an ICE Group 

company. 

• An individual with a family 

member that is (or has been in the year 

prior to the determination date) an 

employee or otherwise receives 

compensation from any ICE Group 

company. 

• An individual, or a family member 

of such individual, that is or has been 

in the year prior to the determination 

date, receiving payments from ICE 

Group companies that could reasonably 

affect the independent judgement or 

decision-making of the individual (other 

than director and committee fees of 

pension or other forms of deferred 

compensation for prior services not 

contingent on continued service). 

• In addition to an individual that is 

an employee of a firm that is the ICE 

Group’s internal or external auditor, an 

individual that has a family member 

who is either a partner of such auditing 

firm or a current employee of such 

auditing firm, or the individual has a 

family member that was within the prior 

year from the determination date an 

employee or such auditing firm and 

personally worked on the ICE Group 

audit within that time. 

• An individual with a family 

member that is, or has been within the 

prior year from the determination date, 

employed as an executive officer of 

another company where any of ICC’s 

executive officers at the same time 

serves or served on that company’s 

compensation committee. 

• An individual, or a family member 

of such individual, that is or has been 

within the prior year from the 

determination date, a partner or 

controlling shareholder on any 

organization to or from which an ICE 

Group company is making or receiving 

payments for property or services other 

than: (i) payments arising solely from 

investments in the ICE Group company 

securities; or (ii) payments under nondiscretionary charitable contribution 

matching programs. 

Further amendments would be made 

to the description of the ICC annual 

independence questionnaire process to 

add the Nominating Committee’s role 

with respect to evaluating and 

recommending to the Board if each 

Manager qualifies as independent under 

the Independence Standards. 

Specifically, the section would be 

amended to indicate that the completed 

independence questionnaires will be 

provided to the Nominating Committee 

to aid in their evaluation/ 

recommendation process. In addition, 

ICC proposes amendments to describe 

the process followed should the 

circumstances regarding an existing 

Manager’s independence change. 

Specifically, in such event, the 

Nominating Committee shall re-evaluate 

and recommend to the Board whether 

such Manager continues to qualify as 

independent under the Independence 

Standards. Following such re-evaluation 

and recommendation by the Nominating 

Committee, the Board shall determine if 

such Manager continues to be 

independent. 

With respect to the Board 

performance review process described 

in Section III.G. of the Playbook, such 

section would be revised to indicate that 

the ICC General Counsel will provide a 

summary of all Board performance 

survey results (including survey results 

related to individual Board member 

performance) to the Nominating 

Committee. 

In addition, Section IV of the 

Playbook would be revised to add the 

Nominating Committee to the list of 

ICC’s primary governance committees. 

Furthermore, Section IV.B. would be 


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99920 Federal Register / Vol. 89, No. 238 / Wednesday, December 11, 2024 / Notices 

14 15 U.S.C. 78q–1. 

15 15 U.S.C. 78q–1(b)(3)(F). 

16 15 U.S.C. 78q–1(b)(3)(F). 

17 17 CFR 240.17ad–22(e)(2)(i). 18 17 CFR 240.17ad–22(e)(2)(vi). 19 17 CFR 240.17ad–22(e)(2). 20 17 CFR 240.17ad–25(c). 21 Id. 22 17 CFR 240.17ad–25(f). 23 Id. 24 Id. 

added to the Playbook to describe the 

Nominating Committee’s purpose, its 

membership composition, the new 

Nominating Committee member 

administration procedures, the 

Nominating Committee meeting 

frequency, the Nominating Committee 

performance review process, and the 

documents relevant to the Nominating 

Committee. The additional sections 

describing the Nominating Committee’s 

purpose, its composition and its 

meeting frequency reflect the same 

changes made to the Operating 

Agreement described above. The section 

describing the new Nominating 

Committee member administrative 

procedures provides an overview of the 

steps that will be taken by the ICC legal 

department to onboard a new member of 

the Nominating Committee (e.g., 

updating distribution lists and updating 

the permissions of such individual on 

the Diligent platform which is used to 

distribute materials to the Board and 

other committees, including the 

Nominating Committee). The proposed 

revisions also add a description of the 

Nominating Committee performance 

review process and procedures. Such 

performance review process is 

conducted on an annual basis and 

includes each member of the 

Nominating Committee completing a 

self-evaluation survey. The annual 

review process is designed to gather 

feedback on the operation of the 

Nominating Committee and solicit 

suggestions for improvements, as well 

as provide a forum for the identification 

of problems with respect to the 

performance of the Nominating 

Committee. Such process includes the 

compilation of a summary of the survey 

responses received from the Nominating 

Committee by the ICC legal department, 

which are presented to the entire 

Nominating Committee. Such summary 

shall include disclosure of the 

minimum, maximum, and average score 

for each survey item, as well as a 

summary of relevant comments received 

throughout the process. The proposed 

process and procedures for the 

Nominating Committee annual 

performance review process are fully 

analogous to the performance review 

processes currently in place for both the 

Board and the ICC Audit Committee. 

Lastly the revisions add information 

related to relevant documents of the 

Nominating Committee (e.g., meeting 

agendas, minutes and meeting 

materials), noting that such relevant 

documents will be maintained by the 

ICC legal department on their shared 

network drive. 

ICC also proposes a number of other 

drafting clarifications and conforming 

changes, such as updating use of 

relevant defined terms, rule references 

and other non-substantive drafting 

improvements, would also be made 

throughout the Playbook. Various 

provisions would also be relabeled or 

renumbered in the Playbook. The 

amendments would also update the 

revision history section to the Playbook. 

(b) Statutory Basis 

ICE Clear Credit believes that the 

proposed amendments to the Operating 

Agreement and the Playbook are 

consistent with the requirements of 

Section 17A of the Securities Exchange 

Act of 1934 (the ‘‘Act’’) 14 and the 

regulations thereunder applicable to it. 

In particular, Section 17A(b)(3)(F) of the 

Act 15 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 proposed amendments are 

designed to reflect the addition of the 

Nominating Committee to ICC’s 

governance structure, consistent with 

requirements of new Commission Rule 

17Ad–25. The amendments provide 

details on the purpose of the 

Nominating Committee and its 

composition. In ICC’s view, the 

amendments will improve ICC’s 

governance structure by reducing the 

likelihood that conflicts of interest may 

influence the Board. Thus, the proposed 

amendments enhance the overall risk 

management of ICC and are consistent 

with the prompt and accurate clearance 

and settlement of securities transactions 

and derivatives agreements, contracts 

and transactions, the safeguarding of 

securities and funds which are in the 

custody or control of ICC or for which 

it is responsible, and the protection of 

investors and the public interest in the 

operation of clearing services, within 

the meaning of Section 17A(b)(3)(F) of 

the Act.16

The proposed amendments are also 

consistent with relevant provisions of 

Rule 17Ad–22(e)(2) which provides that 

the ‘‘covered clearing agency shall 

establish, implement, maintain and 

enforce written policies and procedures 

reasonably designed to, as applicable 

[. . .] [p]rovide for governance 

arrangements that are [c]lear and 

transparent’’ 17 and ‘‘[c]onsider the 

interests of participants’ customers . . . 

and other relevant stakeholders of the 

covered clearing agency.’’ 18 The 

proposed amendments are intended to 

add a Nominating Committee to ICC’s 

governance structure with the role of 

evaluating the independence and fitness 

of the persons proposed to be 

designated as Managers of the Board. As 

such, the Nominating Committee is 

intended to improve ICC’s governance 

structure by reducing the likelihood that 

conflicts of interest my influence the 

Board. In ICC’s view, the amendments 

to the Operating Agreement and the 

Playbook are therefore consistent with 

the requirements of Rule 17Ad– 

22(e)(2).19

The proposed amendments also are 

consistent with the relevant provisions 

of Rule 17Ad–25(c) which provides that 

‘‘Each registered clearing agency must 

establish a nominating committee and a 

written evaluation process whereby 

such nominating committee shall 

evaluate nominees for serving as 

directors and evaluate the independence 

of nominees and directors.’’ 20 The 

proposed amendments add a new 

Nominating Committee to ICC’s 

governance structure with the role of 

evaluating the independence and fitness 

of the persons proposed to be 

designated as Managers of the Board. In 

ICC’s view, the amendments to the 

Operating Agreement and Playbook are 

therefore consistent with the 

requirements of Rule 17Ad–25(c).21

The proposed amendments also are 

consistent with the relevant provisions 

of Rule 17Ad–25(f) which provides for 

circumstances which would ‘‘preclude a 

director from being an independent 

director . . . .’’ 22 The proposed 

amendments would add circumstances 

that would disqualify individuals from 

being deemed independent consistent 

with the requirements of Rule 17Ad– 

25(f).23 In ICC’s view, the amendments 

to the Operating Agreement and 

Playbook are therefore consistent with 

the requirements of Rule 17Ad–25(f).24

(B) Clearing Agency’s Statement on 

Burden on Competition 

ICE Clear Credit does not believe the 

proposed amendments would have any 


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Federal Register / Vol. 89, No. 238 / Wednesday, December 11, 2024 / Notices 99921 

25 15 U.S.C. 78s(b)(2)(C). 

26Rule 700(b)(3), Commission Rules of Practice, 

17 CFR 201.700(b)(3). 

27 Id. 

28 Id. 

29Susquehanna Int’l Group, LLP v. Securities and 

Exchange Commission, 866 F.3d 442, 447 (D.C. Cir. 

2017) (‘‘Susquehanna’’). 

30 15 U.S.C. 78q–1(b)(3)(F) and 15 U.S.C. 78q– 

1(b)(3)(F). 

31 17 CFR 240.17Ad–22(e)(2) and 17 CFR 

240.17ad–25. 

32 15 U.S.C. 78q–1(b)(3)(A). 

33 15 U.S.C. 78q–1(b)(3)(F). 

34See infra Section IV. B. (Consistency with Rule 

17Ad–22(e)(2) under the Act). 

35 15 U.S.C. 78q–1(b)(3)(A) and 15 U.S.C. 78q– 

1(b)(3)(F). 

36 17 CFR 240.17Ad–22(e)(2)(i). 

37 17 CFR 240.17Ad–22(e)(2)(iv). 

38 17 CFR 240.17Ad–22(e)(2)(v). 

impact, or impose any burden, on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. The amendments 

are being adopted to add a Nominating 

Committee. The amendments do not 

otherwise change the rights and 

responsibilities of ICC or its market 

participants. Accordingly, ICE Clear 

Credit does not believe the amendments 

would affect the costs of clearing, the 

ability of market participants to access 

clearing, or the market for clearing 

services generally. Therefore, ICE Clear 

Credit does not believe the proposed 

rule change imposes 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 rule change have not been 

solicited or received. ICC will notify the 

Commission of any written comments 

received by ICC. 

III. 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 (https://www.sec.gov/ 

rules-regulations/self-regulatoryorganization-rulemaking); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

ICC–2024–010 on the subject line. 

Paper Comments 

Send paper comments in triplicate to 

Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549. 

All submissions should refer to File 

Number SR–ICC–2024–010. 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 (https://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 

a.m. and 3 p.m. Copies of such filings 

will also be available for inspection and 

copying at the principal office of ICE 

Clear Credit and on ICE Clear Credit’s 

website at https://www.ice.com/clearcredit/regulation. 

Do not include personal identifiable 

information in submissions; you should 

submit only information that you wish 

to make available publicly. We may 

redact in part or withhold entirely from 

publication submitted material that is 

obscene or subject to copyright 

protection. All submissions should refer 

to File Number SR–ICC–2024–010 and 

should be submitted on or before 

December 31, 2024. 

IV. Discussion and Commission’s 

Findings 

Section 19(b)(2)(C) of the Act requires 

the Commission to approve a proposed 

rule change of a self-regulatory 

organization if it finds that the proposed 

rule change is consistent with the 

requirements of the Act and the rules 

and regulations thereunder applicable to 

the organization.25 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 self-regulatory organization [‘SRO’] 

that proposed the rule change.’’ 26

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,27 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.28 Moreover, 

‘‘unquestioning reliance’’ on an SRO’s 

representations in a proposed rule 

change is not sufficient to justify 

Commission approval of a proposed rule 

change.29

After carefully considering the 

proposed rule change, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to ICC. More 

specifically, for the reasons given below, 

the Commission finds that the proposed 

rule change is consistent with Section 

17A(b)(3)(A) and (F) of the Act 30 and 

Rules 17Ad–22(e)(2) and 17Ad–25 

thereunder.31

A. Consistency With Section 17A(b)(3) 

of the Act 

Section 17A(b)(3) of the Act requires, 

among other things, that ICC be so 

organized and has the capacity to be 

able to comply with the provisions of 

the Act and the rules and regulations 

thereunder,32 and that ICC’s rules be 

designed to foster cooperation and 

coordination with persons engaged in 

the clearance and settlement of 

securities transactions.33 Based on 

review of the record, and for the reasons 

discussed below,34 ICC’s changes are 

consistent with ICC being so organized 

and having the capacity to comply with 

the provisions of the Act and the rules 

and regulations thereunder and with 

fostering cooperation and coordination 

with persons engaged in the clearance 

and settlement of securities 

transactions. Accordingly, the proposed 

rule change is consistent with the 

requirements of Sections 17A(b)(3)(A) 

and (F) of the Act.35

B. Consistency With Rule 17Ad–22(e)(2) 

Under the Act 

Rule 17Ad–22(e)(2) requires covered 

clearing agencies to, among other things, 

provide for governance arrangements 

that are clear and transparent,36

establish that the board of directors and 

senior management have appropriate 

experience and skills to discharge their 

duties and responsibilities,37 and 

specify clear and direct lines of 

responsibility.38 In adopting Rule 


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99922 Federal Register / Vol. 89, No. 238 / Wednesday, December 11, 2024 / Notices 

39Securities Exchange Act Release No. 78961 

(Sept. 28, 2016), 81 FR 70786, 70806 (Oct. 13, 2016) 

(File No. S7–03–14) (‘‘Standards for Covered 

Clearing Agencies’’). 

40 17 CFR 240.17ad–25. 

41 17 CFR 240.17ad–25. 

42 17 CFR 240.17Ad–22(e)(2). 

43 17 CFR 240.17ad–25. 

44 17 CFR 240.17ad–25(c). 

45 17 CFR 240.17ad–25. 

46 17 CFR 240.17ad–25. 

47 15 U.S.C. 78s(b)(2). 

48 15 U.S.C. 78s(b)(2). 

49 17 CFR 240.17ad–25. 

17Ad–22(e)(2), the Commission 

provided guidance that a covered 

clearing agency generally should 

consider in establishing and 

maintaining policies and procedures, 

including, in part, whether the board of 

directors contains suitable members 

with the appropriate skills and 

incentives to fulfill the board’s multiple 

roles, and whether the board of directors 

should include non-executive board 

members.39

ICC’s proposed changes would 

strengthen ICC’s written independence 

qualifications for current and potential 

Board members and establish a 

Nominating Committee to evaluate 

Board members against these 

independence qualifications. As 

discussed above, the proposed rule 

change would update the Playbook to 

augment the list of relationships that 

disqualify a person from being an 

independent member of the Board by 

adding to the list new, additional 

relationships as specified in Rule 17Ad– 

25 under the Exchange Act.40 For 

example, pursuant to the current 

Playbook, an individual that is an 

employee of an ICE Group company is 

not considered independent. Under the 

proposed rule change, the Playbook 

would be updated to specify that an 

individual that otherwise receives 

compensation from an ICE Group 

company also would not be considered 

independent. 

Strengthening the criteria by which 

ICC evaluates both current Managers 

and nominees would help ICC review 

each individual nominee within the 

broader context of the Board’s overall 

makeup and the specific skills, 

knowledge, experience, and 

perspectives represented by each 

Manager and nominee. An increased 

focus on director independence would 

help ensure that Managers have the 

appropriate incentives to perform the 

Board’s functions and fulfill its 

responsibilities. Moreover, the addition 

of a Nominating Committee to ICC’s 

governance structure will help ensure 

that ICC evaluates the independence 

and fitness of the persons proposed to 

be designated as Managers of the Board 

as required by Rule 17Ad–25 under the 

Exchange Act.41 Accordingly, the 

proposed changes are consistent with 

ensuring that ICC’s board of directors 

contains members with the appropriate 

skills and incentives to discharge their 

duties. 

In addition to establishing the 

Nominating Committee, the proposed 

changes also would establish the 

Nominating Committee’s role, 

responsibilities, and composition. 

Pursuant to ICC’s revised Operating 

Agreement, the Nominating Committee 

would have at least three members, a 

majority of which would be 

independent. The Nominating 

Committee would be responsible for 

evaluating and recommending 

individuals to be members of the Board. 

For each potential member of the Board, 

the Nominating Committee would 

produce a written evaluation of such 

person’s independence and fitness for 

election as a Manager, based on the 

standards and pursuant to the process 

set forth in the Nominating Committee 

Charter. These changes would establish 

clear and direct lines of responsibility 

for the Nominating Committee. 

Based on the foregoing, the proposed 

rule change is consistent with the 

requirements of Rule 17Ad–22(e)(2) 

under the Act.42

C. Consistency With Rule 17Ad–25 

Under the Act 

Rule 17Ad–25 requires, among other 

things, that covered clearing agencies 

establish a nominating committee, 

written evaluation process, fitness 

standards, and evaluation of the 

independence of nominees and 

directors.43

The amendments and revisions 

discussed above are consistent with the 

relevant provisions of Rule 17Ad–25(c), 

which provides that ‘‘[e]ach registered 

clearing agency must establish a 

nominating committee and a written 

evaluation process whereby such 

nominating committee shall evaluate 

nominees for serving as directors and 

evaluate the independence of nominees 

and directors.’’ 44 As stated, ICC’s 

proposed changes would add a new 

Nominating Committee to ICC’s Board, 

with the role of evaluating the 

independence and fitness of the persons 

proposed to be designated as members 

of the Board. The proposed changes 

would establish the Nominating 

Committee’s purpose, composition, 

authority, and responsibilities. As 

discussed above, ICC’s proposed 

changes also would amend the Playbook 

to establish specific additional 

relationships, as enumerated in Rule 

17Ad–25,45 that would disqualify a 

person from being an independent 

member of the Board. 

Accordingly, based on the foregoing, 

the proposed rule change is consistent 

with the requirements of Rule 17Ad–25 

under the Act.46

V. Accelerated Approval of Proposed 

Rule Change 

Under Section 19(b)(2) of the Act,47

the Commission may approve a 

proposed rule change prior to the 30th 

day after the date of publication of 

notice of filing of the proposed rule 

change in the Federal Register if the 

Commission finds good cause for doing 

so. 

The Commission finds good cause, 

pursuant to Section 19(b)(2) of the 

Act,48 to approve the proposed rule 

change prior to the 30th day after the 

date of publication of notice of filing of 

the proposed rule change in the Federal 

Register. As discussed above, the 

proposed rule change would establish a 

Nominating Committee. The 

Nominating Committee would have at 

least three members, a majority of which 

would be independent. As further 

discussed above, the Nominating 

Committee would be responsible for 

evaluating and recommending 

individuals to be members of the Board. 

For each potential member of the Board, 

the Nominating Committee would 

produce a written evaluation of such 

person’s independence and fitness for 

election as a Manager, based on the 

standards and pursuant to the process 

set forth in the Nominating Committee 

Charter. 

Moreover, as discussed above, the 

proposed rule change would add to the 

list of relationships that disqualify a 

person from being an independent 

member of the Board. ICC currently has 

a list of relationships that disqualify a 

person from being considered 

independent, and the proposed rule 

change would add new, additional 

relationships to this list, based on the 

specific relationships enumerated in 

Rule 17Ad–25 under the Exchange 

Act.49 For example, currently an 

individual that is employee of an ICE 

Group company is not considered 

independent. Under the proposed rule 

change, an individual that otherwise 

receives compensation from an ICE 

Group company would also not be 

considered independent. 

Rule 17Ad–25 requires, among other 

things, that covered clearing agencies 

establish: a nominating committee; 


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Federal Register / Vol. 89, No. 238 / Wednesday, December 11, 2024 / Notices 99923 

50 17 CFR 240.17ad–25. 

51 17 CFR 240.17ad–25. 

52 17 CFR 240.17ad–25. 

53Securities Exchange Act Release No. 98959 

(Nov. 16, 2023), 88 FR 84454 (Dec. 5, 2023) (File 

No. S7–21–22) (explaining that the compliance date 

for Rule 17Ad–25 is December 5, 2024, except that 

the compliance date for the independence 

requirements of the board and board committees in 

Rules 17Ad–25(b)(1), (c)(2), and (e) is December 5, 

2025). 

54 15 U.S.C. 78s(b)(2). 

55 15 U.S.C. 78q–1(b)(3)(F). 

56 17 CFR 240.17Ad–22(e)(2) and 17 CFR 

240.17ad–25. 

57 In approving the proposed rule change, the 

Commission considered the proposal’s impacts on 

efficiency, competition, and capital formation. 15 

U.S.C. 78c(f). 58 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

written evaluation process; fitness 

standards; and standards for the 

evaluation of the independence of 

nominees and directors.50 The proposed 

rule change would establish a 

Nominating Committee, make the 

Nominating Committee responsible for 

evaluating and recommending 

individuals to be potential members of 

the Board, and augment ICC’s existing 

independence standards to be consistent 

with Rule 17Ad–25.51 Based on the 

foregoing, and as discussed above, the 

proposed rule change is consistent with 

the requirements of Rule 17Ad–25 

under the Act.52

The compliance date for Rule 17Ad– 

25 generally is December 5, 2024.53

Approving the proposed rule change on 

an accelerated basis will allow ICC to 

establish, among other things, a 

nominating committee and additional 

independence standards, by this 

compliance date. Accordingly, the 

Commission finds good cause to 

approve the proposed rule change on an 

accelerated basis prior to the 30th day 

after the date of publication of notice of 

filing of the proposed rule change in the 

Federal Register, pursuant to Section 

19(b)(2) of the Act.54

VI. Conclusion 

On the basis of the foregoing, the 

Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act, and in 

particular, Sections 17A(b)(3)(A) and (F) 

of the Act 55 and Rules 17Ad–22(e)(2) 

and 17Ad–25.56

It is therefore ordered pursuant to 

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

proposed rule change (SR–ICC–2024– 

010) be, and hereby is, approved on an 

accelerated basis.57

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority.58

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–29038 Filed 12–10–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–662, OMB Control No. 

3235–0720] 

Submission for OMB Review; 

Comment Request; Extension: Form 

1–K 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget this 

request for extension of the previously 

approved collection of information 

discussed below. 

Form 1–K (17 CFR 239.91) is used to 

file annual reports by Tier 2 issuers 

under Regulation A, an exemption from 

registration under the Securities Act of 

1933 (15 U.S.C. 77a et seq.). Tier 2 

issuers under Regulation A conducting 

offerings of up to $50 million within a 

12-month period are required to file 

Form 1–K. Form 1–K provides audited 

year-end financial statements and 

information about the issuer’s business 

operation, ownership, management, 

liquidity, capital resources and 

operations on an annual basis. In 

addition, Part I of the Form 1–K collects 

information on any offerings under 

Regulation A that have been terminated 

or completed unless it has been 

previous reported on Form 1–Z. The 

purpose of the Form 1–K is to better 

inform the public about companies that 

have conducted Tier 2 offerings under 

Regulation A. We estimate that 

approximately 353 issuers file Form 1– 

K annually. We estimate that Form 1– 

K takes approximately 600 hours to 

prepare. We estimate that 75% of the 

600 hours per response (450 hours) is 

prepared by the company for a total 

annual burden of 158,850 hours (450 

hours per response × 353 responses). 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Public Comment Instructions: The 30- 

day public comment period for this 

information collection request opens on 

December 12, 2024 and closes at the end 

of the day on January 13, 2025. The 

public may view the full information 

request and submit comments at https:// 

www.reginfo.gov/public/do/ 

PRAViewICR?ref_nbr=202412-3235-004 

or email comments to 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov. 

Dated: December 5, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–29024 Filed 12–10–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101828; File No. SR–Phlx– 

2024–65] 

Self-Regulatory Organizations; Nasdaq 

PHLX, LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Equity 4, Rule 

3304 Concerning Data Feeds Utilized 

December 5, 2024. 

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 November 

25, 2024, Nasdaq PHLX, LLC (‘‘Phlx’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. 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 

Equity 4, Rule 3304 (Data Feeds 

Utilized) to change the primary and 

secondary source of quotation data of 

certain market centers in the list of 

proprietary and network processor feeds 

that the Exchange utilizes for the 

handling, routing, and execution of 

orders as well as regulatory compliance 

processes related to those functions. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, at the principal 


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