
[Federal Register Volume 78, Number 121 (Monday, June 24, 2013)]
[Notices]
[Pages 37867-37868]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-14957]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69792; File No. SR-NASDAQ-2013-032]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Withdrawal of Proposed Rule Change To Require That Listed 
Companies Have an Internal Audit Function

June 18, 2013.
    On February 20, 2013, The NASDAQ Stock Market LLC (``NASDAQ'') 
filed with the Securities and Exchange Commission (``Commission''), 
pursuant

[[Page 37868]]

to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to 
require that each listed company establish and maintain an internal 
audit function to provide management and the audit committee with 
ongoing assessments of that company's risk management processes and 
system of internal control. The proposed rule change was published for 
comment in the Federal Register on March 8, 2013.\3\ On April 18, 2013, 
the Commission extended the time period in which to either approve the 
proposed rule change, disapprove the proposed rule change, or institute 
proceedings to determine whether to disapprove the proposed rule 
change, to June 6, 2013.\4\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 69030 (Mar. 4, 
2013), 78 FR 15075.
    \4\ See Securities Exchange Act Release No. 69402, 78 FR 24281 
(Apr. 24, 2013).
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    The Commission received 42 comment letters on the proposal.\5\
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    \5\ See Letter from William F. Derbyshire, dated Mar. 5, 2013; 
Letter from Rainer Lenz, Ph.D., dated Mar. 9, 2013; Letter from 
Raymond A. Link, Chief Financial Officer, FEI Company, dated Mar. 
11, 2013; Letter from Ann Marie Kim, dated Mar. 12, 2013; Letter 
from Jeff A. Killian, Chief Financial Officer, Cascade Microtech, 
Inc., dated Mar. 14, 2013; Letter from Matthew Hogan, dated Mar. 18, 
2013; Letter from Ann Rhoads, Chief Financial Officer, Zogenix, 
dated Mar. 18, 2013; Letter from Daniel P. Penberthy, Chief 
Financial Officer, Rand Capital Corporation, dated Mar. 19, 2013; 
Letter from Jeff Andreson, dated Mar. 19, 2013; Letter from Gary R. 
Fairhead, dated Mar. 19, 2013; Letter from Roger Hawley, Chief 
Executive Officer, Zogenix, dated Mar. 20, 2013; Letter from Vernon 
A. LoForti, Vice President and Chief Financial Officer, InfoSonics 
Corporation, dated Mar. 20, 2013; Letter from Howard K. Kaminsky, 
Chief Financial Officer, Sport Chalet, Inc., dated Mar. 21, 2013; 
Letter from Stanley P. Wirtheim, Chief Financial Officer, 
Smartpros.Ltd., dated Mar. 25, 2013; Letter from Simon J. Parker, 
Head of Business Assurance, Innospec Inc., dated Mar. 26, 2013; 
Letter from John H. Lowry III, Chief Financial Officer; Perceptron, 
Inc., dated Mar. 27, 2013; Letter from David L. Nunes, President and 
Chief Executive Officer, Pope Resources, dated Mar. 27, 2013; Letter 
from Don Tracy, Chief Financial Officer, MGP Ingredients, Inc., 
dated Mar. 27, 2013; Letter from Vickie Reed, Sr. Director and 
Controller, Zogenix, Inc., dated Mar. 27, 2013; Letter from Jay 
Biskupski, Chief Financial Officer, Peregrine Semiconductor 
Corporation, dated Mar. 27, 2013; Letter from Alan F. Eisenberg, 
Executive Vice President, Emerging Companies and Business 
Development, Biotechnology Industry Organization (BIO), dated Mar. 
28, 2013; Letter from Mary Kay Fenton, Senior Vice President and 
Chief Financial Officer, Achillion Pharmaceuticals, Inc., dated Mar. 
28, 2013; Letter from Robert D. Shallish, Jr., Executive Vice 
President--Finance and Chief Financial Officer, CONMED Corporation, 
dated Mar. 28, 2013; Letter from Dorothy M. Donohue, Deputy General 
Counsel--Securities Regulation, Investment Company Institute, dated 
Mar. 28, 2013; Letter from Richard F. Chambers, President and Chief 
Executive Officer, The Institute of Internal Auditors, dated Mar. 
28, 2013; Letter from Daniel C. Regis, Chairman, Cray Inc. Audit 
Committee, Cray, Inc., dated Mar. 29, 2013; Letter from Kenneth 
Bertsch, President and Chief Executive Officer, Society of Corporate 
Secretaries & Governance Professionals, dated Mar. 29, 2013; Letter 
from Paul R. Oldham, Chief Financial Officer and Vice President 
Finance Administration, Electro Scientific Industries, dated Mar. 
29, 2013; Letter from Joseph D. Hill, Chief Financial Officer, 
Metabolix, Inc., dated Mar. 29, 2013; Letter from Grant Thornton 
LLP, dated Mar. 29, 2013; Letter from Michael McConnell, Executive 
Vice President and Chief Financial Officer, Digimarc Corporation, 
dated Mar. 29, 2013; Letter from Elizabeth L. Hougen, Chief 
Financial Officer, Isis Pharmaceuticals, Inc., dated Mar. 29, 2013; 
Letter from Julia Reigel, Wilson Sonsini Goodrich & Rosati, dated 
Mar. 29, 2013; Letter from Sharon Barbari, Executive Vice President 
Finance and Chief Financial Officer, Cytokinetics, Inc., dated Mar. 
29, 2013; Letter from Michael G. Zybala, General Counsel, The 
InterGroup Corporation, dated Apr. 3, 2013; Letter from Ramy R. 
Taraboulsi, Chairman and Chief Executive Officer, SyncBASE Inc., 
dated Apr. 6, 2013; Letter from Matthew C. Wolsfeld, Chief Financial 
Officer, NTIC, dated Apr. 10, 2013; Letter from Barbara Russell, 
Chief Financial Officer, TOR Minerals International Inc., dated Apr. 
17, 2013; Letter from Todd DeZoort, Ph.D., CFE, Professor of 
Accounting and Professional Advisory Board Fellow, The University of 
Alabama, and Dana Hermanson, Ph.D., Dinos Eminent Scholar Chair of 
Private Enterprise, Director of Research, Corporate Governance 
Center, Kennesaw State University, dated May 10, 2013; Letter from 
Paul Nester, Treasurer and CFO, RGC Resources, Inc., dated May 13, 
2013; Letter from Neil Lerner, Vice President, Finance, Psychemedics 
Corporation, dated May 20, 2013; and Letter from Robert C. Kirk, 
dated May 28, 2013.
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    On May 7, 2013, NASDAQ withdrew the proposed rule change (SR-
NASDAQ-2013-032).\6\
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    \6\ The Commission notes that NASDAQ stated in its withdrawal 
that it is withdrawing this proposal so that it may fully consider 
the comments filed. See supra note 5. NASDAQ also stated that it 
remains committed to the underlying goal of the proposal, to help 
ensure that listed companies have appropriate processes in place to 
assess risks and the system of internal controls, and that it 
intends to file a revised proposal.
    \7\ 17 CFR 200.30-3(a)(12).

For the Commission, by the Division of Trading and Markets, pursuant 
to delegated authority.\7\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-14957 Filed 6-21-13; 8:45 am]
BILLING CODE 8011-01-P


