
[Federal Register Volume 77, Number 51 (Thursday, March 15, 2012)]
[Notices]
[Page 15432]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-6238]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66560; File No. SR-OCC-2012-01]


 Self-Regulatory Organizations; The Options Clearing Corporation; 
Order Approving Proposed Rule Change Relating to Public Directors

March 9, 2012.

I. Introduction

    On January 20, 2012, The Options Clearing Corporation (``OCC'') 
filed with the Securities and Exchange Commission (``Commission'') 
proposed rule change SR-OCC-2012-01 pursuant to Section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 
thereunder.\2\ The proposed rule change was published for comment in 
the Federal Register on February 2, 2012.\3\ The Commission received no 
comment letters regarding the proposal. For the reasons discussed 
below, the Commission is granting approval of the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release No. 34-66266 (January 27, 
2012), 77 FR 5284 (February, 2012). In its filing with the 
Commission, OCC included statements concerning the purpose of and 
basis for the proposed rule change. The text of these statements is 
incorporated into the discussion of the proposed rule change in 
Section II below.
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II. Description

    The proposed rule change would modify the corporate governance 
structure of OCC by: (i) Increasing the number of public directors on 
OCC's Board of Directors from one to three, (ii) creating a staggered 
term system for the public directors, and (iii) adding a public 
director to the Nominating Committee.

III. Discussion

    Section 19(b)(2)(B) 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.\4\ In particular, Section 17A(b)(3)(C)\5\ of the Act 
requires that the rules of a clearing agency assure a fair 
representation of its shareholders and participants in the selection of 
its directors and administration of its affairs.
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    \4\ 15 U.S.C. 78s(b)(2)(B).
    \5\ 15 U.S.C. 78q-1(b)(3)(C).
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    The proposed change would allow OCC to increase the number of 
public directors from one to three, to create a staggered term system 
for the public directors, and to add a public director to the 
Nominating Committee. In proposing these changes to the composition of 
its Board of Directors, OCC stated that the changes would enhance the 
corporate governance structure at OCC. As such, the Commission finds 
that the proposed rule change is consistent with OCC's obligation under 
Section 17A(b)(3)(F) \6\ of the Act's requirement that the rules of OCC 
be designed to remove impediments and perfect the mechanism of a 
national system for the clearance and settlement of securities 
transactions.
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    \6\ 15 U.S.C. 78q-1(b)(3)(F).
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IV. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposal is consistent with the requirements of the Act and in 
particular with the requirements of Section 17A of the Act and the 
rules and regulations thereunder.
    It is therefore ordered, pursuant to Section 19(b)(2) \7\ of the 
Act, that the proposed rule change (File No. SR-OCC-2012-01) be, and 
hereby is, approved.\8\
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    \7\ 15 U.S.C. 78s(b)(2).
    \8\ 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).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-6238 Filed 3-14-12; 8:45 am]
BILLING CODE 8011-01-P


