Federal Register / Vol. 86, No. 144 / Friday, July 30, 2021 / Notices 41125 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Self-Regulatory Organizations; ICE Clear Europe 

Limited; Notice of Filing of Proposed Rule Change 

Relating to the ICE Clear Europe Articles of 

Association, Exchange Act Release No. 92120 (June 

7, 2021); 86 FR 31348 (June 11, 2021) (SR–ICEEU– 

2021–013) (‘‘Notice’’). 

4The description that follows is excerpted from 

the Notice, 86 FR at 31348. Capitalized terms not 

otherwise defined herein have the meanings 

assigned to them in the ICE Clear Europe Clearing 

Rules or the Articles, as applicable. 

5References herein to the numbering of particular 

articles will be to the articles as amended. 

6Notice, 86 FR at 31348. 

7Notice, 86 FR at 31348. 

(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– 

ICC–2021–017 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–2021–017. 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 Credit and on ICE 

Clear Credit’s website at https://

www.theice.com/clear-credit/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–ICC–2021–017 and 

should be submitted on or before 

August 20, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–16233 Filed 7–29–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92492; File No. SR–ICEEU– 

2021–013] 

Self-Regulatory Organizations; ICE 

Clear Europe Limited; Order Approving 

Proposed Rule Change Relating to the 

ICE Clear Europe Articles of 

Association 

July 26, 2021. 

I. Introduction 

On May 25, 2021, ICE Clear Europe 

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

the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (the ‘‘Act’’),1 and 

Rule 19b–4,2 a proposed rule change to 

amend its Articles of Association (the 

‘‘Articles’’). The proposed rule change 

was published for comment in the 

Federal Register on June 11, 2021.3 The 

Commission did not receive comments 

regarding the proposed rule change. For 

the reasons discussed below, the 

Commission is approving the proposed 

rule change. 

II. Description of the Proposed Rule 

Change 

As discussed further below, the 

proposed rule change would amend the 

Articles to: (i) Update definitions related 

to the ICE Clear Europe Board of 

Directors (the ‘‘Board’’) and references 

to Board committees; (ii) modify the 

composition and structure of the Board 

and Board committees; (iii) revise the 

provisions regarding Super-Quorum 

Matters; (iv) add an article regarding 

presence at a Board meeting and amend 

an article related to expenses for 

directors; and (v) adopt gender-neutral 

language and make non-substantive 

typographical edits throughout the 

Articles.4

A. Definitions Related to the Board and 

Board Committees 

Beginning in the defined terms found 

in Article 3, the proposed rule change 

would change the name of the Risk 

Committee to Product Risk Committee 

and update references to this committee 

throughout the Articles accordingly. 

This change would reflect the correct 

current name and function of this 

committee (and distinguish the Product 

Risk Committee from other existing risk 

committees). Further, the proposed rule 

change would delete from the definition 

of Product Risk Committee the 

statement that it is composed of the 

directors, to reflect that the committee is 

comprised of directors as well as 

representatives of Clearing Members. 

The proposed rule change would next 

delete definitions of, and references to, 

Board committees other than the 

Product Risk Committee. The proposed 

rule change would delete from article 3 5

the definitions of Audit Committee, 

Board Risk Committee, Compensation 

Committee, and Nomination Committee. 

In addition, the proposed rule change 

would also amend the defined term 

Committees. Currently that term is 

defined to mean certain committees of 

the Board (Audit Committee, Board Risk 

Committee, etc.). The proposed rule 

change would revise this definition to 

mean any committee constituted by the 

Board under the Articles. Although ICE 

Clear Europe is not proposing to change 

its current committee structure at this 

time, it does not believe the committees 

need to be defined in the Articles. Given 

that the Board is authorized to create, 

modify, or dissolve committees as it 

determines to be appropriate, the 

amendments would facilitate future 

changes to the committee structure by 

the Board without need to amend the 

Articles.6 The proposed rule change 

would retain the definition of, and 

references to, the Product Risk 

Committee, however, because that 

Committee plays a specific role relating 

to the CDS Director, as discussed 

below.7

B. Composition and Structure of the 

Board and Board Committees 

The proposed rule change also would 

make certain revisions to the 

composition of the Board and Board 

committees. Currently, the Articles 

provide that the number of directors 

shall be not less than six and not more 


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8Specifically, ICE Clear Europe represented such 

legislation would include the definition of 

‘‘independent member’’ pursuant to Article 2(28) of 

the European Market Infrastructure Regulation 

(EMIR), Regulation (EU) No 648/2012 of the 

European Parliament and of the Council of 4 July 

2012 on OTC derivatives, central counterparties and 

trade repositories as incorporated into UK law 

under the European Union (Withdrawal) Act 2018 

(UK EMIR). Notice, 86 FR at 31349, n.4. 9Notice, 86 FR at 31349. 

than twelve, with at least two and not 

more than four Independent Directors. 

The proposed rule change would not 

alter the size of Board; it would retain 

the not less than six and not more than 

twelve numerical requirement. The 

proposed rule change would provide, 

however, that at least one third of 

directors should be Independent 

Directors, replacing the current 

requirement of at least two and not more 

than four. Under a minimum Board size 

of six, this would result in two 

Independent Directors, and under a 

maximum Board size of twelve, this 

would result in four Independent 

Directors. Thus, this proposed change 

would in effect keep the number of 

independent directors the same, while 

providing flexibility and clarifying the 

language. 

Relatedly, the proposed rule change 

would update the definition of 

Independent Director. Independent 

Director is currently defined as a person 

who is independent of the Company 

and of the Clearing House and who is 

appointed as a non-executive director of 

the Company. The proposed rule change 

would modify this definition to mean a 

person who meets the independence 

criteria for a director, as defined under 

relevant applicable legislation and who 

is appointed as a non-executive 

director.8

Similarly, the proposed rule change 

would clarify the definition of CDS 

Director. A CDS Director is defined as 

a person, reasonably acceptable to the 

Board and approved by the Bank of 

England, with appropriate experience of 

credit derivatives and the credit default 

swaps marketplace, and further 

experience including, but not limited to, 

corporate governance, management 

oversight, and financial markets, who is 

appointed by the Board as a nonexecutive director of the Company and 

who has been nominated by the Product 

Risk Committee with responsibility for 

CDS. The proposed rule change would 

retain this definition but would add a 

sentence to clarify that the CDS Director 

may also meet the criteria required of an 

Independent Director but, for the 

avoidance of doubt, would continue to 

be classified only as a CDS Director. 

Thus, even if the CDS Director meets the 

criteria required of an Independent 

Director, they will be classified only as 

a CDS Director and not as an 

Independent Director. 

The proposed rule change would also 

modify the Board composition 

requirement with respect to CDS 

Directors. Currently, the Articles require 

that two CDS Directors be appointed to 

serve on the Board. The proposed rule 

change would modify this provision to 

require only that one CDS Director serve 

on the Board. The proposed rule change 

also would amend the provisions 

relating to the appointment and 

retirement of CDS Directors to reflect 

this change. ICE Clear Europe 

represented that the proposed reduction 

to the required number of CDS Directors 

follows the retirement of one of the 

previous CDS Directors and that it was 

unnecessary to have two CDS Directors 

because Clearing Members would 

continue to be represented through the 

remaining CDS Director and the CDS 

Product Risk Committee.9

C. Super-Quorum Matters 

Super-Quorum Matters are certain 

matters before the Board that are subject 

to additional requirements regarding the 

presence of a CDS Director at the 

meeting where those matters are 

considered. Article 3 currently defines 

Super-Quorum Matters as matters 

regarding those aspects of the Rules that 

relate to: CDS Clearing Members; CDS 

contracts; the structure, size, or 

application of the CDS guaranty fund; 

the methodology for calculating a CDS 

Clearing Member’s CDS guaranty fund 

contribution or the components thereof; 

permitted cover for CDS guaranty fund 

contributions; powers of assessment in 

respect of CDS Clearing Members; the 

time period for, or means by which, 

CDS margin is returned to a CDS 

Clearing Member; the methodology for 

determining the rate of return on the 

CDS guaranty fund; the use, rehypothecation or investment of the CDS 

guaranty fund; the terms of reference for 

the CDS Risk Committee; and, the 

subject and content of the Board 

Resolution relating to those matters. The 

proposed rule change would retain this 

definition, with some additional 

clarifications. Specifically, the proposed 

rule change would clarify that the 

definition includes those aspects of the 

Rules that relate to ‘‘criteria for CDS 

Clearing Membership’’ instead of just 

‘‘CDS Clearing Members.’’ Because 

seemingly any aspect of the Rules could 

relate to CDS Clearing Members, 

including those aspects of the rules that 

are already specifically covered in the 

definition of Super-Quorum Matters, 

this specific change would narrow and 

clarify this aspect of the definition. 

Moreover, clarifying that the definition 

covers those aspects of the Rules that 

relate to criteria for CDS Clearing 

Membership would ensure that those 

provisions of the Rules are also covered 

by the definition. Finally, the remaining 

portions of the definition of the SuperQuorum Matters would continue to 

broadly cover other aspects of the Rule 

that could relate to CDS Clearing 

Members, including any aspects of the 

rules relating to CDS contracts. 

In addition, the proposed rule change 

would update a reference to the terms 

of reference for the CDS Risk Committee 

to the terms of reference for the Product 

Risk Committee, in furtherance of the 

change discussed above. The proposed 

rule change would also resolve a 

drafting ambiguity by removing ‘‘the 

subject and content of the Board 

Resolution’’ as a Super-Quorum Matter 

as, by current practice, not all Board 

resolutions are Super-Quorum Matters. 

The proposed rule change next would 

amend the Articles to clarify the 

operation of the super-quorum 

requirement for Super-Quorum Matters, 

and to reflect the requirement to have 

one CDS Director present. The Articles 

currently require that, in relation to 

Super-Quorum Matters, a super-quorum 

is needed for the transaction of 

business, which means a majority of the 

directors serving on the Board at that 

time including at least one CDS 

Director. The proposed rule change 

would modify this provision to make 

the term ‘‘Super-Quorum’’ a defined 

term, meaning a majority of the 

directors serving on the Board at that 

time and, for as long as a CDS Director 

has been nominated by the Product Risk 

Committee with responsibility for CDS 

and appointed by the Board, the SuperQuorum must include a CDS Director 

who must be present at the meeting. 

Because under the Articles as revised 

there will only be one CDS Director, the 

proposed rule change would add this 

language to clarify that where a CDS 

Director has retired or resigned and a 

new CDS Director has not yet been 

nominated by the Product Risk 

Committee and appointed by the Board, 

the Board could still act on a SuperQuorum Matter. Thus, as in the current 

Articles, under the proposed rule 

change a Super-Quorum would include 

a CDS Director. 

The proposed rule change would 

further clarify that while the CDS 

Director must be present at a meeting 

requiring a Super-Quorum, the CDS 

Director need not vote in favor of the 

resolution. The Articles do not currently 

require that the CDS Director vote in 

favor of the Board resolution relating to 


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10Notice, 86 FR at 31349. 11 15 U.S.C. 78s(b)(2)(C). 12 15 U.S.C. 78q–1(b)(3)(C). 13 15 U.S.C. 78q–1(b)(3)(F). 14 17 CFR 240.17Ad–22(e)(2)(i). 15 15 U.S.C. 78q–1(b)(3)(C). 

16Notice, 86 FR at 31349. 

17 15 U.S.C. 78q–1(b)(3)(C). 

18 15 U.S.C. 78q–1(b)(3)(F). 

19 15 U.S.C. 78q–1(b)(3)(F). 

the Super-Quorum Matter, so this 

provision would clarify this point. 

Moreover, the Articles currently 

provide that in relation to SuperQuorum Matters that need to be 

resolved in an emergency the quorum 

necessary shall be the number equal to 

a majority of the directors serving on the 

Board at that time. Thus, under the 

current Articles, the Board could resolve 

a Super-Quorum Matter at an emergency 

meeting without a CDS Director present. 

The proposed rule change would retain 

this provision, but would clarify that the 

ICE Clear Europe President or their 

delegate would deem whether there is 

an emergency. The proposed rule 

change would also add language to 

would clarify that, for the avoidance of 

doubt, the presence of a CDS Director is 

not necessary at the emergency meeting, 

as under the current Articles. 

Finally, the Articles currently provide 

that where no CDS Directors are present 

at a meeting requiring a Super-Quorum, 

consideration of the business relating to 

relevant Super-Quorum Matters shall be 

adjourned to a re-convened meeting to 

be called subject to a minimum of two 

Business Days’ notice to the Board, at 

which transaction of business in 

relation to the relevant Super-Quorum 

Matters shall not require a SuperQuorum and may be transacted by a 

quorum equal to a majority of the 

directors serving on the Board at that 

time. The proposed rule change would 

retain this provision but would clarify 

that at the subsequent meeting, a CDS 

Director need not be present. 

D. Presence and Directors’ Expenses 

The proposed rule change, through a 

new article, would provide that a 

member shall be deemed present at a 

general meeting if participating by 

telephone or other electronic means and 

all participating members can hear each 

other. Relatedly, the proposed rule 

change would amend the Articles to 

state explicitly that for a quorum to be 

met for non-Super-Quorum Matters, the 

required majority of directors must be 

present at the meeting (under the new 

definition). 

The proposed rule change also would 

amend the Articles regarding directors’ 

expenses. The Articles provide that 

directors may, subject to the approval of 

the Board, be paid all travelling, hotel 

and other expenses properly incurred by 

them in connection with their 

attendance at meetings of directors or 

committees of directors or general 

meetings or separate meetings of the 

Company or otherwise in connection 

with the discharge of their duties. The 

proposed rule change would modify this 

provision by adding the word 

‘‘reasonable’’ immediately before 

‘‘travelling,’’ thus in effect requiring the 

expenses to be reasonable. The 

proposed rule change also would 

remove the requirement that the 

expenses be subject to Board approval. 

ICE Clear Europe represented that, 

instead, the ICE Clear Europe President 

would approve such expenses.10

E. Gender Neutral Language and 

Typographical Errors 

Throughout the Articles, the proposed 

rule change would amend various 

provisions to use gender-neutral 

language. The proposed rule change also 

would correct certain non-substantive 

typographical errors and update 

numbering due to the changes discussed 

above. 

III. Discussion and Commission 

Findings 

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

the Commission to approve a proposed 

rule change of a self-regulatory 

organization if it finds that such 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to such organization.11 For 

the reasons discussed below, the 

Commission finds that the proposed 

rule change is consistent with Section 

17A(b)(3)(C) of the Act,12 Section 

17A(b)(3)(F) of the Act,13 and Rule 

17Ad–22(e)(2)(i).14

A. Consistency With Section 

17A(b)(3)(C) of the Act 

Section 17A(b)(3)(C) of the Act 

requires, among other things, that the 

rules of ICE Clear Europe assure a fair 

representation of its shareholders (or 

members) and participants in the 

selection of its directors and 

administration of its affairs.15 The 

Commission believes that the proposed 

rule change, in general, would be 

consistent with assuring a fair 

representation of ICE Clear Europe’s 

shareholders, members, and participants 

in the selection of its directors and 

administration of its affairs. Although, 

as discussed in Part II.B above, one 

aspect of the proposed rule change 

would reduce the minimum 

representation of CDS Directors on the 

Board of Directors from two to one, the 

proposed rule change would not reduce 

any of the authority or responsibility of 

the remaining CDS Director. Currently 

under the Articles the presence of at 

least one CDS Director is required at 

Board meetings relating to SuperQuorum Matters, and no provision 

explicitly requires that a CDS Director 

vote in favor of Board resolutions 

relating to Super-Quorum Matters. 

Similarly under the proposed rule 

change, the presence of the CDS 

Director is required at Board meetings 

relating to Super-Quorum Matters, but 

the CDS Director need not vote in favor 

of a Board resolution relating to a SuperQuorum Matter for the resolution to 

pass. Moreover, the current provisions 

relating to the conduct of emergency 

meetings and re-convened meetings 

relating to Super-Quorum matters 

without a CDS Director present are 

largely the same under the Articles as 

proposed to be amended, with some 

additional clarifications. Finally, the 

Commission notes ICE Clear Europe’s 

representation that Clearing Members 

would continue to be represented 

through the CDS Product Risk 

Committee, which, other than the Chair, 

is composed entirely of representatives 

of Clearing Members.16

Taking these factors together, the 

Commission finds that the proposed 

rule change is consistent with 

17A(b)(3)(C) of the Act.17

B. Consistency With Section 

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

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

requires, among other things, that the 

rules of ICE Clear Europe be designed to 

promote the prompt and accurate 

clearance and settlement of securities 

transactions and, to the extent 

applicable, derivative agreements, 

contracts, and transactions, as well as to 

assure the safeguarding of securities and 

funds which are in the custody or 

control of ICE Clear Europe or for which 

it is responsible.18 As discussed in more 

detail below, the Commission generally 

believes that the changes discussed 

above should facilitate the efficient 

operation of the clearing house and a 

clear and transparent governance 

structure, which would promote the 

prompt and accurate clearance and 

settlement of transactions and assure the 

safeguarding of securities and funds. 

Therefore, the Commission believes that 

the proposed rule change is consistent 

with Section 17A(b)(3)(F) of the Act.19

The Commission believes the changes 

discussed in Part II.A above would 

ensure that the Articles are consistent 

with the current operations of ICE Clear 

Europe by correcting the name of the 


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20 15 U.S.C. 78q–1(b)(3)(F). 

21 17 CFR 240.17Ad–22(e)(2)(i). 

22 17 CFR 240.17Ad–22(e)(2)(i). 

23 15 U.S.C. 78q–1(b)(3)(C). 

24 15 U.S.C. 78q–1(b)(3)(F). 

25 17 CFR 240.17Ad–22(e)(2)(i). 

26 15 U.S.C. 78s(b)(2). 

27 In approving the proposed rule change, the 

Commission considered the proposal’s impact on 

efficiency, competition, and capital formation. 15 

U.S.C. 78c(f). 

28 17 CFR 200.30–3(a)(12). 

Risk Committee to the Product Risk 

Committee and amending the definition 

of that committee to reflect its current 

composition. Moreover, revising the 

defined term ‘‘Committees’’ and 

removing references to other Board 

committees would make the Articles 

more flexible by allowing for the 

addition, modification, or elimination of 

Board committees without the need to 

amend the Articles. The Commission 

believes that these changes should 

improve ICE Clear Europe’s ability to 

adapt its Board to evolving 

circumstances and unforeseen areas of 

priority. 

Similarly, the Commission believes 

that the changes discussed in Part II.B 

above would clarify the Articles with 

respect to the composition of the Board. 

Specifically, changing the minimum 

number of Independent Directors to one 

third of the Board, from at least two but 

not more than four, would in effect 

result in the same number of 

Independent Directors as currently, 

given that the size of the Board could 

still range from six to twelve directors. 

This change would clarify and simplify 

the language of this requirement, 

however. Similarly, the Commission 

believes that revising the definition of 

an Independent Director to refer to 

independence criteria as defined under 

applicable legislation would allow this 

definition to change in response to 

changes to relevant legislation, thus 

furthering the clarity and flexibility of 

this definition. The Commission also 

believes that clarifying the definition of 

CDS Director, by adding language that a 

CDS Director can also meet the criteria 

for an Independent Director, will clarify 

the Articles by absolving a potential 

ambiguity of director classification. 

Finally, the Commission believes that 

changing the required Board 

representation of CDS Directors from 

two to one and revising other provisions 

to reflect this change would clarify the 

number of CDS Directors on the Board 

without substantially reducing the 

representation of Clearing Members. 

The Commission also believes that 

amending the Articles pertaining to 

Super-Quorum Matters as discussed in 

Part II.C above would clarify the 

requirements applicable to SuperQuorum Matters. Specifically, the 

Commission believes clarifying the 

definition of Super-Quorum Matters 

would make it easier to determine what 

matters fall within the category of 

Super-Quorum Matters. Similarly, the 

Commission believes that by making the 

term ‘‘Super-Quorum’’ a defined term 

and including, as in the current Articles, 

a requirement that a CDS Director be 

present at a meeting to achieve a SuperQuorum, the proposed rule change 

would clarify these provisions. Finally, 

the Commission believes the other 

changes discussed in Part II.C above 

would clarify points currently implied 

in the Articles: That a CDS Director 

need not vote in favor of a resolution 

during a Super-Quorum Matter; that the 

President or their delegate would 

determine the existence of an 

emergency as needed for an emergency 

meeting; and that a CDS Director need 

not be present at an emergency or 

reconvened Board meeting involving a 

Super-Quorum Matter. 

Similarly, the Commission believes 

that the changes to the Articles 

concerning the acceptable criteria 

constituting presence at a Board 

meeting, as discussed in Part II.D above, 

would clarify when a director is present 

at a Board meeting, especially when 

participating by telephone. Revising the 

provision regarding directors’ expenses 

discussed in Part II.D above should 

would clarify this provision given that 

the ICE Clear Europe President, and not 

the Board, approves such expenses. 

Finally, the Commission believes that 

the changes to the Articles to reflect 

gender-neutral language, correct 

typographical errors, and renumber the 

Articles in accord with the above 

changes to the Articles would clarify the 

Articles and eliminate drafting mistakes. 

The Commission believes that by 

clarifying and revising the Articles, the 

proposed rule change would reduce the 

possibility for error in interpreting and 

applying the Articles, thus improving 

the operation of ICE Clear Europe’s 

governance in general and the Board in 

particular. The Commission further 

believes that improved governance and 

Board oversight may facilitate the 

efficient and effective operations of ICE 

Clear Europe, including its clearance 

and settlement of transactions and 

safeguarding of securities and funds. 

Therefore, the Commission finds that 

the proposed rule change should 

promote the prompt and accurate 

clearance and settlement of securities 

transactions and assure the safeguarding 

of securities and funds in ICE Clear 

Europe’s custody and control, consistent 

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

Act.20

C. Consistency With Rule 17Ad– 

22(e)(2)(i) 

Rule 17Ad–22(e)(2)(i) requires that 

ICE Clear Europe establish, implement, 

maintain, and enforce written policies 

and procedures reasonably designed to 

provide for governance arrangements 

that are clear and transparent.21 As 

discussed above, the Commission 

believes that the proposed rule change 

would clarify the Articles and the 

operation of the Board pursuant to the 

Articles. For example, by establishing 

when a director is present at a Board 

meeting, including when participating 

by telephone, the Commission believes 

the proposed rule change would clarify 

when a director is present and counted 

for purposes of establishing a quorum or 

Super-Quorum. Moreover, a number of 

changes discussed in Part II.C above 

would clarify points currently implied 

in the Articles: That the CDS Director 

need not vote in favor of the Board 

resolution relating to the Super-Quorum 

Matter; that the President would 

determine the existence of an 

emergency as needed for an emergency 

meeting; and that a CDS Director need 

not be present at an emergency or 

reconvened Board meeting. Thus, the 

Commission finds that the proposed 

rule change is consistent with Rule 

17Ad–22(e)(2)(i).22

IV. 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, with the requirements of 

Section 17A(b)(3)(C) of the Act,23

17A(b)(3)(F) of the Act,24 and Rule 

17Ad–22(e)(2)(i).25

It is therefore ordered pursuant to 

Section 19(b)(2) of the Act 26 that the 

proposed rule change (SR–ICEEU–2021– 

013), be, and hereby is, approved.27

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.28

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–16227 Filed 7–29–21; 8:45 am] 

BILLING CODE 8011–01–P 


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