[Federal Register Volume 69, Number 17 (Tuesday, January 27, 2004)]
[Notices]
[Page 3959]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-1664]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-49107; File No. SR-CBOE-2003-37]


Self-Regulatory Organizations; Order Approving Proposed Rule 
Change and Amendment No. 1 Thereto by the Chicago Board Options 
Exchange, Inc. Relating to the Appointment of the Members and Chairman 
of Its Governance Committee

January 20, 2004.
    On September 5, 2003, the Chicago Board Options Exchange, Inc. 
(``CBOE'' or ``Exchange'') submitted to the Securities and Exchange 
Commission (``Commission''), pursuant to section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change that would give the Chairman of 
the Board of Directors (``Board'') the authority to appoint the members 
and chairman of CBOE's Governance Committee. CBOE submitted Amendment 
No. 1 to the proposed rule change by facsimile on November 6, 2003.\3\ 
The proposed rule change was published for comment in the Federal 
Register on November 18, 2003.\4\ The Commission received no comments 
on the proposal.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See letter from Patrick Sexton, Assistant General Counsel, 
CBOE, to Gordon Fuller, Counsel to the Assistant Director, Division 
of Market Regulation, Commission, dated November 6, 2003 
(``Amendment No. 1''). In Amendment No. 1, CBOE clarified the 
current procedure by which Governance Committee members are 
appointed, explained the reason for the proposed rule change, and 
revised a portion of the original proposed rule text.
    \4\ Securities Exchange Act Release No. 48913 (November 11, 
2003), 68 FR 65975 (November 18, 2003).
---------------------------------------------------------------------------

    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder applicable to a national securities exchange.\5\ In 
particular, the Commission believes that the proposed rule change is 
consistent with section 6(b)(5) of the Act,\6\ which requires, among 
other things, that CBOE's rules be designed to promote just and 
equitable principles of trade and, in general, to protect investors and 
the public interest. The Commission notes that the proposed rule change 
makes the appointment process for the Governance Committee consistent 
with the process currently in place for other standing committees of 
the Board, and also eliminates a redundancy between the Exchange's 
Constitution and its rules with respect to the appointment process for 
the Audit and Compensation Committees.
---------------------------------------------------------------------------

    \5\ In approving this proposed rule change, the Commission notes 
that it has considered the proposed rule's impact on efficiency, 
competition, and capital formation. 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    It is therefore ordered, pursuant to section 19(b)(2) of the 
Act,\7\ that the proposed rule change, as amended (SR-CBOE-2003-37) be, 
and it hereby is, approved.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\8\
---------------------------------------------------------------------------

    \8\ 17 CFR 200.30-3(a)(12).

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-1664 Filed 1-26-04; 8:45 am]
BILLING CODE 8010-01-P