[Federal Register Volume 76, Number 223 (Friday, November 18, 2011)]
[Rules and Regulations]
[Pages 71449-71450]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-29802]



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 Rules and Regulations
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  Federal Register / Vol. 76, No. 223 / Friday, November 18, 2011 / 
Rules and Regulations  

[[Page 71449]]



SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 200

[Release No. 34-65742]


Reporting Line for the Commission's Ethics Counsel

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is 
amending its rules to reflect that the Commission's Office of the 
Ethics Counsel is now a stand-alone Office of the Commission and that 
the head of the Office, the Ethics Counsel, reports directly to the 
Chairman of the Commission.

DATES: Effective Date: November 18, 2011.

FOR FURTHER INFORMATION CONTACT: Shira Pavis Minton, Ethics Counsel, at 
(202) 551-7938, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549.

SUPPLEMENTARY INFORMATION

I. Discussion

    On September 16, 2011, the Commission's Office of the Inspector 
General (``OIG'') issued a report recommending, among other things, 
that the Commission's Ethics Counsel report directly to the Chairman, 
rather than to the General Counsel.\1\ On October 14, 2011, pursuant to 
Section 1 of Reorganization Plan No. 10 of 1950,\2\ the Chairman 
implemented that recommendation and made the Office of the Ethics 
Counsel a stand-alone Office of the Commission.
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    \1\ Report of Investigation No. OIG-560, Sept. 16, 2011, pp. 
116-117.
    \2\ 15 FR 3175, 64 Stat. 1265 (May 24, 1950).
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    These amendments conform the Commission's regulations, in part 200 
of Title 17 of the Code of Federal Regulations, to the changes to the 
reporting line and organization of the Office of the Ethics Counsel. 
They do so by removing several references to oversight of the Ethics 
Counsel by the General Counsel. In addition, the amendments clarify 
that the Ethics Counsel, not the General Counsel, serves as Counselor 
to the Commission and its staff with regard to ethical and conflicts of 
interest questions and acts as the Commission's liaison on such matters 
with the Office of Administrative and Personnel Management, the Office 
of the Inspector General and the Department of Justice.

II. Related Matters

A. Administrative Procedure Act and Other Administrative Laws

    The Commission has determined that these amendments to its rules 
relate solely to the agency's organization, procedure, or practice. 
Accordingly, the provisions of the Administrative Procedure Act 
regarding notice of proposed rulemaking and opportunity for public 
participation are not applicable.\3\ The Regulatory Flexibility Act, 
therefore, does not apply.\4\ Because these rules relate solely to the 
agency's organization, procedure, or practice and do not substantially 
affect the rights or obligations of non-agency parties, they are not 
subject to the Small Business Regulatory Enforcement Fairness Act.\5\ 
Finally, these amendments do not contain any collection of information 
requirements as defined by the Paperwork Reduction Act of 1995, as 
amended.\6\
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    \3\ 5 U.S.C. 553(b).
    \4\ 5 U.S.C. 601-612.
    \5\ 5 U.S.C. 804.
    \6\ 44 U.S.C. 3501-3520.
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B. Cost-Benefit Analysis

    The Commission is sensitive to the costs and benefits imposed by 
its rules. The amendments adopted today are procedural in nature and 
will produce the benefit of conforming the Commission's rules to the 
changes to the reporting line and organizational structure of the 
Office of the Ethics Counsel. The Commission also believes that these 
rules will not impose any costs on non-agency parties, or that if there 
are any such costs, they are negligible.

C. Consideration of Burden on Competition

    Section 23(a)(2) of the Exchange Act requires the Commission, in 
making rules pursuant to any provision of the Exchange Act, to consider 
among other matters the impact any such rule would have on competition. 
The Commission does not believe that the amendments that the Commission 
is adopting today will have any impact on competition.
Statutory Authority
    The amendments to the Commission's rules are adopted pursuant to 15 
U.S.C. 77o, 77s, 77sss, 78d, 78d-1, 78d-2, 78w, 78ll(d), 78mm, 80a-37, 
80b-11, and 7202.

List of Subjects in 17 CFR Part 200

    Administrative practice and procedure, Authority delegations 
(Government agencies), Organization and functions (Government 
agencies).

Text of Amendments

    In accordance with the preamble, the Commission hereby amends Title 
17, Chapter II of the Code of Federal Regulations as follows:

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND 
REQUESTS

Subpart A--Organization and Program Management

0
1. The authority citation for Part 200, Subpart A, continues to read, 
in part, as follows:

    Authority: 15 U.S.C. 77o, 77s, 77sss, 78d, 78d-1, 78d-2, 78w, 
78ll(d), 78mm, 80a-37, 80b-11, and 7202, unless otherwise noted.
* * * * *

0
2. In Sec.  200.21 paragraph (a), remove the 6th sentence, beginning 
with ``He or she is responsible'', and the 7th sentence, beginning with 
``He or she serves''.
0
3. In Sec.  200.21a:
0
a. In paragraph (a), remove the phrase ``within the Office of the 
General Counsel of the Commission shall oversee compliance with subpart 
M of this part and 5 CFR part 2635.'', and add in its place, ``is 
responsible for administering the Commission's Ethics Program and for 
interpreting subpart M of this part and 5 CFR part 2635. He or she 
serves as Counselor to the Commission and its staff with regard to

[[Page 71450]]

ethical and conflicts of interest questions and acts as the 
Commission's liaison on such matters with the Office of Administrative 
and Personnel Management, the Office of the Inspector General and the 
Department of Justice.'';
0
b. In paragraph (b), remove the phrase ``Subject to the oversight of 
the General Counsel or his or her delegate, the'' and add in its place 
the word ``The'';

Subpart M--Regulation Concerning Conduct of Members and Employees 
and Former Members and Employees of the Commission

0
4. The authority citation for Part 200, Subpart M, continues to read as 
follows:

    Authority: 15 U.S.C. 77s, 77sss, 78w, 80a-37, 80b-11; E.O. 
11222, 3 CFR, 1964-1965 Comp., p. 36; 5 CFR 735.104 and 5 CFR 2634; 
and 5 CFR 2635, unless otherwise noted.


0
5. In Sec.  200.735-11, remove the words ``Commission's Office of the 
General Counsel's'' in paragraphs (c), (d) and (e);
0
6. In Sec.  200.735-15:
0
(a) In paragraphs (a), (b), (c), and (d), remove the words ``General 
Counsel'' wherever they appear and add in their place the words 
``Ethics Counsel'';
0
(b) In paragraphs (b), (e), and (f), remove the phrase ``Commission's 
Office of the General Counsel's''.
0
7. In Sec.  200.735-17, remove the phrase ``Under the general direction 
of the General Counsel, the'', and add in its place the word ``The''.

     Dated: November 14, 2011.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-29802 Filed 11-17-11; 8:45 am]
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