[Federal Register Volume 87, Number 70 (Tuesday, April 12, 2022)]
[Notices]
[Pages 21687-21689]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-07747]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94616; File No. SR-ICC-2022-003]


Self-Regulatory Organizations; ICE Clear Credit LLC; Notice of 
Filing of Proposed Rule Change Relating to the ICC Governance Playbook

April 6, 2022.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on April 4, 2022, ICE Clear Credit LLC (``ICC'') filed with the 
Securities and Exchange Commission (the ``Commission'') the proposed 
rule change as described in Items I, II, and III below, which Items 
have been prepared primarily by ICC. The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The principal purpose of the proposed rule change is to revise the 
ICC Governance Playbook. These revisions do not require any changes to 
the ICC Clearing Rules (the ``Rules'').

II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

    In its filing with the Commission, ICC included statements 
concerning the purpose of and basis for the proposed rule change, 
security-based swap submission, or advance notice and discussed any 
comments it received on the proposed rule change, security-based swap 
submission, or advance notice. The text of these statements may be 
examined at the places specified in Item IV below. ICC has prepared 
summaries, set forth in sections (A), (B), and (C) below, of the most 
significant aspects of these statements.

(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

(a) Purpose
    ICC proposes revisions to the Governance Playbook, which 
consolidates governance arrangements set forth in ICC's Rules, 
operating agreement, and other ICC policies and procedures. The 
Governance Playbook contains information regarding the governance 
structure at ICC, which includes the Board, committees, and management. 
ICC believes the proposed changes will facilitate the prompt and 
accurate clearance and settlement of securities transactions and 
derivative agreements, contracts, and transactions for which it is 
responsible. ICC proposes to make such changes following Commission 
approval of the proposed rule change. The proposed rule change is 
described in detail as follows.
    The proposed changes consist of clarifications and updates 
regarding the roles and responsibilities of the ICC Legal Department 
(``Legal'') and internal committees involved in the governance process. 
ICC proposes to amend Section I, which describes the purpose of the

[[Page 21688]]

document. ICC proposes to specify that Legal will review and amend the 
Governance Playbook as needed when there are circumstances that may 
impact the governance procedures of ICC, such as regulatory changes or 
changes in ICC's structure or practices.
    ICC proposes to amend Section III.H, which contains information on 
disclosures that ICC is required to make to regulators, Clearing 
Participants, and the public. ICC maintains a public Disclosure 
Framework that describes its material rules, policies, and procedures 
regarding its legal, governance, risk management, and operating 
framework. ICC proposes additional details on the process of updating 
the Disclosure Framework. Under the amendments, Legal would determine 
when changes to the Disclosure Framework are necessary. ICC proposes to 
include regulations applicable to Disclosure Framework updates and a 
related change to spell out an abbreviated term for consistency. ICC 
also proposes to define a material change that would require a 
Disclosure Framework update. Furthermore, the proposed revisions 
incorporate procedures for reporting Disclosure Framework changes 
pursuant to applicable regulations.
    ICC proposes to amend Section IV, which contains information 
regarding the roles and responsibilities of the various committees at 
ICC. Specifically, ICC proposes to update the membership composition of 
the Steering Committee, including amended titles and positions in order 
to be consistent with the membership composition set out in the 
Steering Committee's charter. These revisions are intended for 
consistency and transparency and would remove outdated information 
regarding the Steering Committee's membership composition from the 
Governance Playbook. They would not change the function of the Steering 
Committee, which continues to review, approve and oversee the 
implementation of CDS product launches and initiatives. Additionally, 
ICC proposes to incorporate the CDS Service Review, including its 
description, membership composition, meeting frequency, and relevant 
documents. This committee discusses and reviews the status of active 
ICC initiatives to report on the delivery process and technology 
delivery related activities (e.g., development, testing). This addition 
is proposed for transparency and completeness, as the CDS Service 
Review is not new to ICC, in order to ensure that the Governance 
Playbook includes all groups relevant to ICC's governance process.
(b) Statutory Basis
    ICC believes that the proposed rule change is consistent with the 
requirements of Section 17A of the Act \3\ and the regulations 
thereunder applicable to it, including the applicable standards under 
Rule 17Ad-22.\4\ In particular, Section 17A(b)(3)(F) of the Act \5\ 
requires that the rule change be consistent with the prompt and 
accurate clearance and settlement of securities transactions and 
derivative agreements, contracts and transactions cleared by ICC, the 
safeguarding of securities and funds in the custody or control of ICC 
or for which it is responsible, and the protection of investors and the 
public interest. The proposed amendments consist of clarifications and 
updates regarding the roles and responsibilities of Legal and internal 
committees involved in the governance process. Additional procedures 
are assigned to Legal to ensure that the Governance Playbook and the 
Disclosure Framework remain up-to-date and that ICC remain in 
compliance with applicable regulatory requirements. Moreover, the 
proposed changes update the membership composition of the Steering 
Committee, including amended titles and positions as necessary to 
reflect the membership composition in the Steering Committee's charter. 
The proposed changes also add the CDS Service Review, which is not a 
new committee, to promote completeness and ensure that the Governance 
Playbook includes all groups relevant to ICC's governance process. In 
ICC's view, the proposed amendments would ensure that the Governance 
Playbooks clearly and accurately sets out the functions and 
responsibilities of all relevant individuals and groups to remain 
effective and to ensure such individuals and groups carry out their 
required functions. ICC believes that the proposed changes promote an 
up-to-date, transparent, and comprehensive Governance Playbook, thereby 
promoting governance of ICC that is effective and efficient and 
ensuring that ICC has clear and transparent governance arrangements 
that promote its safety and efficiency. As such, the proposed rule 
change is designed to promote the prompt and accurate clearance and 
settlement of securities transactions, derivatives agreements, 
contracts, and transactions; to contribute to the safeguarding of 
securities and funds associated with security-based swap transactions 
in ICC's custody or control, or for which ICC is responsible; and, in 
general, to protect investors and the public interest within the 
meaning of Section 17A(b)(3)(F) of the Act.\6\
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    \3\ 15 U.S.C. 78q-1.
    \4\ 17 CFR 240.17Ad-22.
    \5\ 15 U.S.C. 78q-1(b)(3)(F).
    \6\ Id.
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    The amendments would also satisfy relevant requirements of Rule 
17Ad-22.\7\ Rule 17Ad-22(e)(2) \8\ requires ICC to establish, 
implement, maintain, and enforce written policies and procedures 
reasonably designed to provide for governance arrangements that, among 
other matters, are (i) clear and transparent; (iii) support the public 
interest requirements in Section 17A of the Act \9\ applicable to 
clearing agencies, and the objectives of owners and participants; and 
(v) specify clear and direct lines of responsibility. The Governance 
Playbook documents the role of the Board, relevant committees, and 
management in the governance process to provide for clear and 
transparent governance arrangements that specify clear and direct lines 
of responsibility. As described above, the proposed changes more 
clearly set out the responsibilities of Legal and include updates with 
respect to relevant internal individuals and committees involved in the 
governance process, which ensures that these individuals and groups 
carry out their required functions. Moreover, these governance 
arrangements set out in the document continue to promote the safety and 
efficiency of ICC and support the public interest requirements in 
Section 17A of the Act \10\ applicable to clearing agencies, and the 
objectives of owners and participants, by describing the roles, 
responsibilities, and required skills of relevant individuals and 
groups, thereby ensuring that they have the appropriate knowledge and 
skills to discharge their responsibilities and that ICC continues to 
provide safe and sound central counterparty services. As such, ICC 
believes that the proposed rule change is consistent with the 
requirements of Rule 17Ad-22(e)(2).\11\
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    \7\ 17 CFR 240.17Ad-22.
    \8\ 17 CFR 240.17Ad-22(e)(2).
    \9\ 15 U.S.C. 78q-1.
    \10\ Id.
    \11\ 17 CFR 240.17Ad-22(e)(2).
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    Rule 17Ad-22(e)(23) \12\ requires ICC to establish, implement, 
maintain, and enforce written policies and procedures reasonably 
designed to provide for, among other matters, (i) publicly disclosing 
all relevant rules and material procedures, including key aspects of 
its default rules and procedures; (iv) a comprehensive public 
disclosure that describes its material

[[Page 21689]]

rules, policies, and procedures regarding its legal, governance, risk 
management, and operating framework, accurate in all material respects 
at the time of publication; and (v) updating the public disclosure 
every two years, or more frequently following changes to its system or 
the environment in which it operates to the extent necessary to ensure 
statements previously provided remain accurate in all material 
respects. The Governance Playbook contains procedures regarding 
required disclosures to ensure that ICC publicly discloses relevant 
rules and material procedures. The proposed changes assign 
responsibility, reference applicable regulations, and include 
additional information and procedures regarding maintaining and 
updating the Disclosure Framework in accordance with relevant 
regulations. Such changes would ensure that the Disclosure Framework is 
updated accordingly and remains accurate in all material respects in 
compliance with applicable regulatory requirements. Therefore, ICC 
believes the proposed rule change is consistent with the requirements 
of Rule 17ad-22(e)(23).\13\
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    \12\ 17 CFR 240.17Ad-22(e)(23).
    \13\ Id.
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(B) Clearing Agency's Statement on Burden on Competition

    ICC does not believe the proposed rule change would have any 
impact, or impose any burden, on competition. The proposed changes to 
the Governance Playbook will apply uniformly across all market 
participants. The changes consist of clarifications and updates 
regarding the roles and responsibilities of Legal and internal 
committees involved in the governance process to promote clarity, 
consistency, and completeness in respect of the information provided in 
the Governance Playbook. Moreover, ICC does not believe these 
amendments would affect the costs of clearing or the ability of market 
participants to access clearing. Therefore, ICC does not believe the 
proposed rule change would impose any burden on competition that is 
inappropriate in furtherance of the purposes of the Act.

(C) Clearing Agency's Statement on Comments on the Proposed Rule 
Change, From Members, Participants or Others

    Written comments relating to the proposed rule change have not been 
solicited or received. ICC will notify the Commission of any written 
comments received by ICC.

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 within such longer period 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 such 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 [email protected]. Please include 
File Number SR-ICC-2022-003 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-2022-003. 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-2022-003 and should be 
submitted on or before May 3, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-07747 Filed 4-11-22; 8:45 am]
BILLING CODE 8011-01-P


