49064 Federal Register / Vol. 86, No. 167 / Wednesday, September 1, 2021 / Notices 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

HISTORY: 

PBGC–19, Office of General Counsel 

Case Management System (last 

published at 83 FR 6270 (February 13, 

2018)). 

[FR Doc. 2021–18918 Filed 8–31–21; 8:45 am] 

BILLING CODE 7709–02–P 

OFFICE OF PERSONNEL 

MANAGEMENT 

Notice of Submission for Renewal of a 

Previously Approved Information 

Collection: Questionnaire for NonSensitive Positions (SF 85) 

AGENCY: Office of Personnel 

Management. 

ACTION: 30-Day notice and request for 

comments. 

SUMMARY: The Office of Personnel 

Management (OPM), Suitability 

Executive Agent Programs, is notifying 

the general public and other federal 

agencies that OPM proposes to request 

the Office of Management and Budget 

(OMB) to renew a previously-approved 

information collection, Questionnaire 

for Non-Sensitive Positions (SF 85). 

DATES: Comments are encouraged and 

will be accepted until October 1, 2021. 

ADDRESSES: Interested persons are 

invited to submit written comments on 

the proposed information collection to 

the Office of Information and Regulatory 

Affairs, Office of Management Budget by 

the following method: http://

www.regulations.gov. Follow the 

instructions for submitting comments. 

All submissions received must include 

the agency name and docket number for 

this document. The general policy for 

comments and other submissions from 

member of the public is to make these 

submissions available for public 

viewing at http://www.regulations.gov 

as they are received without change, 

including any personal identifiers or 

contact information. 

FOR FURTHER INFORMATION CONTACT: A 

copy of this ICR, with applicable 

supporting documentation, may be 

obtained by contacting Christine 

Bilunka, 724–738–1190, ext. 7400, or 

the U.S. Office of Personnel 

Management, Suitability Executive 

Agent Programs, P.O. Box 699, Slippery 

Rock, PA 16057, or sent by email to 

SuitEA@opm.gov. 

SUPPLEMENTARY INFORMATION: This 

notice announces that OPM has 

submitted to OMB a request for renewal 

of a previously-approved information 

collection, control number 3206–0261, 

Questionnaire for Non-Sensitive 

Positions (SF 85). The public has an 

additional 30-day opportunity to 

comment. 

The Questionnaire for Non-Sensitive 

Positions, SF 85 is an information 

collection completed by applicants for, 

or incumbents of, Federal Government 

civilian positions, or positions in 

private entities performing work for the 

Federal Government under contract. 

The collection is used as the basis of 

information for background 

investigations to establish that such 

persons are: 

Suitable for employment or retention 

in Federal employment in a low risk, 

non-sensitive position, or fit for 

employment or retention in Federal 

employment in the excepted service 

when the duties to be performed are 

equivalent to a low risk, non-sensitive 

position; 

Fit to perform work on behalf of the 

Federal Government pursuant to the 

Government contract, when the duties 

to be performed are equivalent to a low 

risk, non-sensitive position; 

Eligible for physical and logical 

access to federally controlled facilities 

or information systems, when the duties 

to be performed by the individual are 

equivalent to the duties performed by an 

employee in a low risk, non-sensitive 

position. 

For applicants, the SF 85 is to be used 

only after a conditional offer of 

employment has been made. e-QIP 

(Electronic Questionnaires for 

Investigations Processing) is a webbased system application that houses 

the SF 85. A variable in assessing 

burden hours is the nature of the 

electronic application. The electronic 

application includes branching 

questions and instructions which 

provide for a tailored collection from 

the respondent based on varying factors 

in the respondent’s personal history. 

The burden on the respondent is 

reduced when the respondent’s personal 

history is not relevant to particular 

question, since the question branches, 

or expands for additional details, only 

for those persons who have pertinent 

information to provide regarding that 

line of questioning. Accordingly, the 

burden on the respondent will vary 

depending on whether the information 

collection relates to the respondent’s 

personal history. 

OPM recommends renewal of the 

form without any proposed changes, 

except to underlying authorities, which 

have been revised in the period since 

the last renewal; the Privacy Act 

Information Statement, to acknowledge 

the transfer of background 

investigations files from OPM to the 

Defense Counterintelligence and 

Security Agency; and the Purpose 

Statement, to make more clear that the 

form may be used for investigations for 

fitness for appointment to a position in 

the excepted service. No other changes 

are recommended at this time. 

Ongoing assessments will occur to 

ensure the SF 85 reflects and collects 

pertinent information for the 

investigative process and aligns with 

governing policies, rules, and 

regulations requiring use of this form. 

The 60 day Federal Register Notice 

was published on June 25, 2021 (86 FR 

13524). No comments were received. 

Analysis 

Agency: Office of Personnel 

Management, Suitability Executive 

Agent Programs. 

Title: Questionnaire for Non-Sensitive 

Positions (SF 85). 

OMB Number: 3206–0261. 

Affected Public: Individuals. 

Number of Respondents: 55,040. 

Estimated Time per Respondent: 120 

minutes. 

Total Burden Hours: 110,080. 

Office of Personnel Management. 

Alexys Stanley, 

Regulatory Affairs Analyst. 

[FR Doc. 2021–18930 Filed 8–30–21; 11:15 am] 

BILLING CODE 6325–66–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92770; File No. SR–NYSE– 

2021–43] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Amending the 

Term ‘‘Related Party Transactions’’ 

Under Section 314.00 of the NYSE 

Listed Company Manual 

August 26, 2021. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on August 

19, 2021, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 


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Federal Register / Vol. 86, No. 167 / Wednesday, September 1, 2021 / Notices 49065 

4 Item 404(c) separately sets forth the application 

of Item 404 to promoters and certain control 

persons. Item 404(d) separately sets forth the 

application of Item 404 to smaller reporting 

companies. 

5See Securities Exchange Act Release No. 91471 

(April 2, 2021); 86 FR 18362 (April 8, 2021) (SR– 

NYSE–2020–85). 6 15 U.S.C. 78f(b)(5). 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

provisions of Section 314.00 of the 

NYSE Listed Company Manual 

(‘‘Manual’’) in relation to the review and 

approval of related party transactions. 

The proposed rule change is available 

on the Exchange’s website at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Section 314.00 of the Manual 

provides that a company’s audit 

committee or another independent body 

of the board of directors, shall conduct 

a reasonable prior review and oversight 

of all related party transactions for 

potential conflicts of interest and will 

prohibit such a transaction if it 

determines it to be inconsistent with the 

interests of the company and its 

shareholders. For purposes of this rule, 

the term ‘‘related party transaction’’ 

refers to transactions required to be 

disclosed pursuant to Item 404 of 

Regulation S–K under the Act (but 

without applying the transaction value 

threshold of that provision). In the case 

of foreign private issuers, the term 

‘‘related party transactions’’ refers to 

transactions required to be disclosed 

pursuant to Item 7.B of Form 20–F (but 

without regard to the materiality 

threshold of that provision). 

Item 404 of Regulation S–K and Item 

7.B of Form 20–F set forth the SEC’s 

requirements for the disclosure of 

related party transactions by domestic 

issuers and foreign private issuers 

respectively. Related party transaction 

disclosures are required in a number of 

SEC filings, including annual reports 

and, in the case of domestic issuers, 

annual meeting proxy statements. Item 

404 of Regulation S–K requires 

disclosure of a related party transaction 

when the amount involved in such 

transaction exceeds $120,000.4 Item 7.B 

of Form 20–F requires disclosure of 

transactions that are ‘‘material to the 

company or the related party, or any 

transactions that are unusual in their 

nature or conditions’’ and also of the 

amount of outstanding loans (including 

guarantees of any kind) made by the 

company, its parent or any of its 

subsidiaries to or for the benefit of a 

related party. The Exchange proposes to 

amend Section 314.00 to provide that 

the review and approval requirement of 

that rule will be applicable only to 

transactions that are required to be 

disclosed after taking into account the 

transaction value and materiality 

thresholds set forth in Item 404 of 

Regulation S–K or Item 7.B of Form 20– 

F, respectively, as applicable. 

The Exchange recently amended 

Section 314.00 to provide greater clarity 

as to the types of transactions that were 

specifically subject to review and 

approval under the rule.5 In adopting 

that amendment to Section 314.00, the 

Exchange sought to create greater clarity 

and certainty for issuers by specifying 

that the transactions subject to review 

would be those that were required to be 

disclosed pursuant to Item 404 of 

Regulation S–K or Form 20–F, Item 7.B, 

as applicable. However, the Exchange 

also specified in that amendment that 

related party transactions would be 

subject to review without regard to the 

transaction value or materiality 

thresholds included in the SEC’s 

disclosure rules. 

In the period since the adoption of 

that amendment, it has become clear to 

the Exchange that the amended rule’s 

exclusion of the applicable transaction 

value and materiality thresholds is 

inconsistent with the historical practice 

of many listed companies, and has had 

unintended consequences. The 

Exchange has learned that many listed 

companies have had a longstanding 

understanding that they were required 

to subject related party transactions to 

the review process required by Section 

314.00 only if such transactions 

exceeded any applicable transaction 

value or materiality thresholds in the 

applicable SEC rules and therefore were 

required to be disclosed. This approach 

is embodied in the written related party 

transaction policies of many listed 

companies and is typically a part of the 

annual questionnaire completed by 

directors and officers in connection 

with the company’s annual meeting. By 

not permitting the use of transaction 

value and materiality thresholds, the 

amendment to Section 314.00 has had 

the unintended effect of disrupting the 

normal course transactions of listed 

companies. Because of the amendment, 

many companies have been required to 

adopt for the first time two separate 

standards for related party 

transactions—one for disclosure and 

another for review and approval of 

transactions. This has created a 

significant compliance burden for 

issuers with respect to small 

transactions that are considered 

immaterial for purposes of other 

regulatory requirements. Furthermore, 

the Exchange believes that the review 

and approval of large numbers of 

immaterial transactions is not an 

effective use of the time of independent 

directors who have many other timeconsuming oversight obligations with 

respect to matters that are higher risk 

and more material to the company. 

The Exchange notes that domestic 

listed companies are also required to 

comply with the requirements of 

Section 303A of the Manual with 

respect to director independence, 

including the bright line independence 

tests set forth in Section 303A.02(b). 

This proposal does not seek in any way 

to modify listed companies’ obligation 

to comply with the independence 

requirements of Section 303A or listed 

companies’ obligations to make 

disclosures to the Exchange with respect 

to their compliance with those 

obligations. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b)(5) of the Act,6 in that it is 

designed to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest and is 

not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The Exchange believes that it is 

consistent with the protection of 


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49066 Federal Register / Vol. 86, No. 167 / Wednesday, September 1, 2021 / Notices 

7See Nasdaq Marketplace Rule 5630. 

8 15 U.S.C. 78s(b)(3)(A)(iii). 

9 17 CFR 240.19b–4(f)(6). 

10 15 U.S.C. 78s(b)(3)(A). 

11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

12 15 U.S.C. 78s(b)(2)(B). 

13 17 CFR 200.30–3(a)(12). 

investors to amend Section 314.00 to 

conform the related party transactions 

that are subject to the review and 

approval requirements of Section 314.00 

to those transactions that are subject to 

the applicable requirements of Item 404 

of Regulation S–K and Item 7.B of Form 

20–F. In adopting the applicable 

provisions of Regulation S–K and Form 

20–F, the SEC determined which related 

party transactions must be publicly 

disclosed. The Exchange believes it is 

therefore consistent with the protection 

of investors to apply the same standards 

in determining which transactions 

should be subject to review and 

approval under Section 314.00. The 

Exchange notes that the Nasdaq Stock 

Market takes such an approach in its 

rule with respect to the review of related 

party transactions, which requires the 

review of transactions subject to 

disclosure under Item 404 of Regulation 

S–K and Item 7.B of Form 20–F, 

including the transaction value and 

materiality thresholds of those 

regulations.7

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

Intramarket Competition 

All companies listed on the NYSE 

will be subject to the amended form of 

Section 314.00. Therefore, the Exchange 

does not believe that the proposed 

amendment will have any meaningful 

effect on the competition among issuers 

listed on the Exchange. 

Intermarket Competition 

The purpose of the proposed 

amendment is to provide for an efficient 

and transparent framework for the 

review and approval of related party 

transactions at all listed companies. As 

such, it is focused solely on corporate 

governance and is not intended to 

confer any commercial or competitive 

benefit on NYSE listed companies. In 

addition, the proposal substantively 

conforms Section 314.00 to the related 

party transaction approval rule of 

Nasdaq, the other primary listing venue 

for operating companies in the United 

States. For the foregoing reasons, the 

Exchange does not believe that the 

proposed amendment will have any 

meaningful effect on intermarket 

competition for the listing of operating 

companies. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 8 and Rule 

19b–4(f)(6) thereunder.9 Because the 

proposed rule change does not: (i) 

Significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

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

of the Act 10 and Rule 19b–4(f)(6) 

thereunder.11

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 12 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSE–2021–43 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–NYSE–2021–43. 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–NYSE–2021–43 and should 

be submitted on or before September 22, 

2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2021–18802 Filed 8–31–21; 8:45 am] 

BILLING CODE 8011–01–P 


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