70608 Federal Register / Vol. 79, No. 228 / Wednesday, November 26, 2014 / Notices 

7On November 19, 2014, the Exchange consented 

to an extension of this time period until November 

29, 2014. See 15 U.S.C. 78s(b)(2)(A)(ii)(II). 

8 Id. 

9 17 CFR 200.30–3(a)(31). 

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

2 17 CFR 240.19b–4. 

3The Bylaws define ‘‘non-affiliated directors’’ as 

U.S. Persons who are not members of the board of 

directors of Intercontinental Exchange, Inc. (‘‘ICE’’) 

and qualify as independent under NYSE 

Regulation’s director independence policy. See 

Bylaw [sic] of NYSE Regulation, Inc., Article III, 

Section 1(A); see also Securities [sic] Act Release 

No. 67564 (August 1, 2012), 77 FR 47161 (August 

7, 2012) (SR–NYSE–2012–17) (approving NYSE 

Regulation’s director independence policy). The 

Bylaws require that a majority of NYSE Regulation’s 

Board consist of non-affiliated directors. The 

remaining directors are NYSE Regulation’s Chief 

Executive Officer (‘‘CEO’’) and members of the ICE 

board of directors that qualify as independent under 

NYSE Regulation’s director independence policy. 

The Bylaws do not require any affiliated directors 

other than the NYSE Regulation CEO. 

4See Securities [sic] Act Release No. 53382 

(February 27, 2006), 71 FR 11251 (March 6, 2006) 

(SR–NYSE–2005–77) (approving NYSE’s business 

combination with Archipelago Holdings, Inc.). 

5The Commission notes the Exhibit 5 is attached 

to the filing submitted by the Exchange, but is not 

attached to the published notice of this filing. 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(1). 

is November 21, 2014.7 The 

Commission is extending this 45-day 

time period. 

The Commission finds it appropriate 

to designate a longer period within 

which to take action on the proposed 

rule change so that it has sufficient time 

to consider this proposed rule change. 

The proposed rule change, if approved, 

would authorize the Exchange to share 

any User-designated risk settings in 

Exchange systems with the Clearing 

Member that clears transactions on 

behalf of the User. 

Accordingly, the Commission, 

pursuant to Section 19(b)(2) of the Act,8

designates January 5, 2015, as the date 

by which the Commission should either 

approve or disapprove, or institute 

proceedings to determine whether to 

disapprove, the proposed rule change 

(File No. SR–NYSEArca–2014–110). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–28081 Filed 11–25–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73657; File No. SR–NYSE– 

2014–62] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change 

Amending the Bylaws of Its WhollyOwned Subsidiary NYSE Regulation, 

Inc. To Provide That Non-Affiliated 

Directors Would Not Be Removed for 

Cause if They Are Acting in Good Faith 

in Exercising Their Responsibilities as 

Directors Related to NYSE 

Regulation’s Functions and 

Responsibilities Delegated to It Under 

the Delegation Agreement Between the 

Exchange, NYSE Regulation and NYSE 

Market, Inc. 

November 20, 2014. 

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

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’),1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on November 7, 2014, New York Stock 

Exchange LLC (‘‘NYSE’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

as described in Items I, II and III 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 the 

bylaws of its wholly-owned subsidiary 

NYSE Regulation, Inc. (‘‘NYSE 

Regulation’’) to provide that nonaffiliated directors (as that term is 

defined in those bylaws) would not be 

removed for cause if they are acting in 

good faith in exercising their 

responsibilities as directors related to 

NYSE Regulation’s functions and 

responsibilities delegated to it under the 

Delegation Agreement between the 

Exchange, NYSE Regulation and NYSE 

Market (DE), Inc. The text of the 

proposed rule change is available on the 

Exchange’s Web site at www.nyse.com, 

at the principal office of the Exchange, 

on the Commission’s Web site at http:// 

www.sec.gov, 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 

The Exchange is proposing to amend 

Article III, Section 4 of NYSE 

Regulation’s Sixth Amended and 

Restated Bylaws (the ‘‘Bylaws’’) to 

provide that ‘‘non-affiliated directors’’ 3

would not be removed for cause if they 

are acting in good faith in exercising 

their responsibilities as directors related 

to NYSE Regulation’s functions and 

responsibilities delegated to it under the 

delegation agreement between the 

Exchange, NYSE Regulation and NYSE 

Market (DE), Inc. (the ‘‘Delegation 

Agreement’’),4 and to make conforming 

changes. 

Currently, Article III, Section 4 of the 

Bylaws provides that the Exchange may 

only remove non-affiliated directors for 

‘‘cause.’’ The Exchange proposes to 

amend Article III, Section 4 to provide 

that ‘‘cause’’ would not encompass 

‘‘decisions or actions taken in good faith 

by a Non-Affiliated Director in his or 

her capacity as a Director of [NYSE 

Regulation] and related’’ to NYSE 

Regulation’s delegated regulatory 

functions and responsibilities under the 

Delegation Agreement. A copy of the 

proposed Seventh Amended and 

Restated Bylaws is attached as Exhibit 

5.5

The proposed amendment to the 

Bylaws makes explicit that conduct 

consistent with a non-affiliated 

director’s duties and responsibilities 

related to NYSE Regulation’s delegated 

functions and responsibilities does not 

constitute grounds for removal. The 

Exchange believes that approval of the 

proposed change would confirm to nonaffiliated directors that they would not 

be removed for decisions or actions 

taken in the exercise of their fiduciary 

duties to NYSE Regulation and, 

accordingly, contribute to a more 

efficient and orderly decision-making 

process at the board level. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Exchange Act 6 in 

general, and with Section 6(b)(1) 7 in 

particular, in that it enables the 

Exchange to be so organized as to have 

the capacity to be able to carry out the 

purposes of the Exchange Act and to 

comply, and to enforce compliance by 

its exchange members and persons 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 79, No. 228 / Wednesday, November 26, 2014 / Notices 70609 

8 15 U.S.C. 78f(b)(5). 9 17 CFR 200.30–3(a)(12). 

associated with its exchange members, 

with the provisions of the Exchange Act, 

the rules and regulations thereunder, 

and the rules of the Exchange. The 

proposed amendment to the Bylaws 

would make explicit that a nonaffiliated director cannot be removed for 

cause for decisions or actions taken in 

good faith related to the regulatory 

functions and responsibilities delegated 

to NYSE Regulation by the Exchange. 

The proposed amendment would 

therefore provide non-affiliated 

directors with reasonable assurances 

that actions or decisions consistent with 

their fiduciary duty and believed, in 

good faith, to be the proper exercise of 

NYSE Regulation’s delegated functions 

and responsibilities could not be used 

as a basis to remove those directors from 

office. Accordingly, the Exchange 

believes that the proposed amendment 

would contribute to the orderly 

operation of the NYSE Regulation board 

of directors and its decision-making 

process, and would enable the Exchange 

to be so organized as to have the 

capacity to carry out the purposes of the 

Exchange Act and comply and enforce 

compliance by its members and persons 

associated with its members, with the 

provisions of the Exchange Act. The 

Exchange therefore believes that 

approval of the amendment to the 

Bylaws is consistent with Section 

6(b)(1). 

The Exchange also believes that this 

filing furthers the objectives of Section 

6(b)(5) of the Exchange Act 8 because the 

proposed rule change would be 

consistent with and facilitate a 

governance and regulatory structure that 

is designed to prevent fraudulent and 

manipulative acts and practices, 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. As discussed above, the 

Exchange believes that the proposed 

amendment would remove potential 

uncertainty among non-affiliated 

directors that certain decisions or 

actions taken in good faith related to the 

delegated functions and responsibilities 

could result in their removal from NYSE 

Regulation’s board of directors for cause 

and thereby would contribute to 

improved effectiveness in the board 

decision-making process. The proposed 

amendment is therefore consistent with 

and facilitates a governance and 

regulatory structure that furthers the 

objectives of Section 6(b)(5) of the 

Exchange Act. The orderly and efficient 

operation of NYSE Regulation and its 

board of directors is also designed to 

protect investors as well as the public 

interest. 

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 Exchange Act. 

The proposed rule change is not 

intended to address competitive issues 

but rather is concerned solely with the 

administration and functioning of the 

NYSE Regulation board of directors. 

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 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or up to 90 days (i) as the 

Commission may designate if it finds 

such longer period to be appropriate 

and publishes its reasons for so finding 

or (ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSE–2014–62 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–2014–62. 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 Web site (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 Web site 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 

filing also will be available for 

inspection and copying at the principal 

offices of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–NYSE– 

2014–62, and should be submitted on or 

beforeDecember 17, 2014. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–27975 Filed 11–25–14; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice 8954] 

30-Day Notice of Proposed Information 

Collection: Foreign Diplomatic 

Services Applications (FDSA) 

ACTION: Notice of request for public 

comment and submission to OMB of 

proposed collection of information. 

SUMMARY: The Department of State has 

submitted the information collection 

described below to the Office of 

Management and Budget (OMB) for 

approval. In accordance with the 

Paperwork Reduction Act of 1995 we 

are requesting comments on this 

mstockstill on DSK4VPTVN1PROD with NOTICES