[Federal Register Volume 78, Number 27 (Friday, February 8, 2013)]
[Notices]
[Pages 9443-9446]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-02846]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-68823; File Nos. SR-BSECC-2012-002; SR-BX-2012-075; SR-
NASDAQ-2012-142; SR-Phlx-2012-142; SR-SCCP-2012-02]


Self-Regulatory Organizations; Boston Stock Exchange Clearing 
Corporation; NASDAQ OMX BX, Inc.; the NASDAQ Stock Market LLC; NASDAQ 
OMX PHLX LLC; Stock Clearing Corporation of Philadelphia; Order 
Approving Proposed Rule Changes With Respect to the Amendment of the 
By-Laws of The NASDAQ OMX Group, Inc.

February 4, 2013.

I. Introduction

    On December 19, 2012, Boston Stock Exchange Clearing Corporation 
(``BSECC''), NASDAQ OMX BX, Inc. (``BX''), the NASDAQ Stock Market LLC 
(``NASDAQ''), NASDAQ OMX PHLX LLC (``Phlx''), and the Stock Clearing 
Corporation of Philadelphia (``SCCP'' and, together with BSECC, BX, 
NASDAQ and Phlx, the ``SROs'' or ``Self-Regulatory Subsidiaries''), 
filed with the Securities and Exchange Commission (``Commission''), 
pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 1934 
(``Act''),\2\ and Rule 19b-4 thereunder,\3\ proposed rule changes with 
respect to the amendment of the by-laws (``NASDAQ OMX By-Laws'') of the 
NASDAQ OMX Group, Inc. (``NASDAQ OMX''), the parent company of the 
SROs. The proposed rule changes were published for comment in the 
Federal Register on December 31, 2012 with respect to the BX, NASDAQ 
and Phlx proposals and on January 2, 2013 with respect to the SCCP and 
BSECC proposals.\4\ The Commission received no comment letters on the 
proposals.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ See Securities Exchange Act Release Nos. 68512 (December 21, 
2012), 77 FR 77168 (December 31, 2012) (SR-NASDAQ-2012-142) 
(``NASDAQ Notice''); 68513 (December 21, 2012), 77 FR 77129 
(December 31, 2012) (SR-Phlx-2012-142); 68514 (December 21, 2012), 
77 FR 77137 (December 31, 2012) (SR-BX-2012-075); 68536 (December 
26, 2012), 78 FR 128 (January 2, 2013) (SR-SCCP-2012-02); 68537 
(December 26, 2012), 78 FR 132 (January 2, 2013) (SR-BSECC-2012-
002).
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    The Commission has reviewed carefully the proposed rule changes and 
finds that the proposed rule changes are consistent with the 
requirements of the Act and the rules and regulations thereunder 
applicable to a national securities exchange in the case of the 
proposals by BX, NASDAQ and Phlx and to a clearing agency in the case 
of the proposals by BSECC and SCCP.\5\ In particular, the Commission 
finds that the proposed rule changes by BX, NASDAQ and Phlx are 
consistent with Section 6(b)(1) of the Act,\6\ which, among other 
things, requires a national securities exchange to be so organized and 
have the capacity to be able to carry out the purposes of the Act and 
to comply, and enforce compliance by its members and persons associated 
with its members, with the provisions of the Act, the rules and 
regulations thereunder and the rules of the exchange. In addition, the 
Commission finds that the proposed rule changes by BX, NASDAQ and Phlx 
are consistent with Section 6(b)(5) of the Act,\7\ which, among other 
things, requires that the rules of the exchange be designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in 
securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest. The Commission also finds 
that the proposed rule changes by BSECC and SCCP are consistent with 
Section 17A of the Act,\8\ which, among other things, requires that the 
rules of a clearing agency are designed to facilitate the prompt and 
accurate clearance and settlement of securities transactions and, to 
the extent applicable, derivative agreements, contracts, and 
transactions, to assure the safeguarding of securities and funds in its 
custody or control or for which it is responsible, and to protect 
investors and the public interest.
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    \5\ In approving the proposed rule changes, the Commission has 
considered their impact on efficiency, competition, and capital 
formation. See 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78f(b)(1).
    \7\ 15 U.S.C. 78f(b)(5).
    \8\ 15 U.S.C. 78q-1(b)(3)(F).
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II. Discussion and Commission Findings

Definitions of Directors
    The SROs are proposing amendments to provisions of the NASDAQ OMX 
By-Laws pertaining to the compositional requirements of the Board of 
Directors of NASDAQ OMX (``NASDAQ OMX Board''). The SROs propose to 
amend the definition of ``Industry Director.'' Under the proposed 
definition, an Industry Director and ``Industry committee member'' \9\ 
will be defined as a Director who: (1) Is, or within the last year was, 
or has an immediately family member \10\ who is, or within the last 
year was, a member of a Self-Regulatory Subsidiary; \11\ (2) is, or 
within the last year was, employed by a member or a member organization 
of a Self-Regulatory Subsidiary; \12\ (3) has an immediate family 
member who is, or within the last year was, an executive officer of a 
member or a member organization \13\ of a Self-Regulatory Subsidiary; 
(4) has within the last year received from any member or member 
organization of a Self-Regulatory

[[Page 9444]]

Subsidiary more than $100,000 per year in direct compensation, or 
received from such members or member organizations in the aggregate an 
amount of direct compensation that in any one year is more than 10 
percent of the Director's annual gross compensation for such year, 
excluding in each case director and committee fees and pension or other 
forms of deferred compensation for prior service (provided such 
compensation is not contingent in any way on continued service); or (5) 
is affiliated, directly or indirectly, with a member or member 
organization of a Self-Regulatory Subsidiary.
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    \9\ The term ``committee member'' in the NASDAQ OMX By-Laws 
refers to membership in the committees authorized under Section 4.13 
of the By-Laws, such as the Executive Committee and the Audit 
Committee. Under the NASDAQ OMX By-Laws and the Delaware General 
Corporation Law, all members of committees with the power and 
authority to act on behalf of the NASDAQ OMX Board in the management 
of the business and affairs of NASDAQ OMX must themselves be 
Directors. Accordingly, the definitions of ``Industry Director'' and 
``Industry committee member'' are coterminous as applied to any 
member of these committees. The NASDAQ OMX By-Laws do not presently 
contemplate any committees with non-Director members.
    \10\ A definition of ``immediate family member'' will be added 
to the NASDAQ OMX By-Laws as follows: `` `Immediate family member' 
means a person's spouse, parents, children and siblings, whether by 
blood, marriage or adoption, or anyone residing in such person's 
home.'' The definition is identical to the definition of ``family 
member'' contained in NASDAQ listing standards, as provided in 
NASDAQ Rule 5605.
    \11\ This provision will apply to an individual that is or was a 
member of Phlx, the only Self-Regulatory Subsidiary that allows 
natural persons to become members.
    \12\ A broker-dealer that is admitted to membership in Phlx is 
referred to as a ``member organization;'' broker-dealers admitted to 
membership in the other Self-Regulatory Subsidiaries are referred to 
as ``members.''
    \13\ An ``Executive Officer'' of a member or member organization 
means those officers covered in Rule 16a-1(f) under the Act, as if 
the member or member organization were an issuer within the meaning 
of such Rule. 17 CFR 240.16a-1(f).
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    According to the SROs, the current definition of Industry Director 
focuses on a Director's affiliation with any broker-dealer, regardless 
of whether the broker-dealer is a member or member organization of a 
Self-Regulatory Subsidiary, and features a three-year ``look-back'' 
period during which a Director formerly associated with a broker-dealer 
would continue to be deemed an Industry Director.\14\ According to the 
SROs, the proposed definition of Industry Director is less restrictive 
than the current definition but will continue to serve the purpose of 
ensuring that members and member organizations of Self-Regulatory 
Subsidiaries \15\--the self-regulatory organizations owned by NASDAQ 
OMX--do not have disproportionate influence on its governance.\16\ 
Moreover, the SROs state that the change is warranted to ensure that 
the definition of Industry Director is appropriately focused on the 
mitigation of potential conflicts of interest associated with Directors 
who are currently or were very recently employed by members or member 
organizations of Self-Regulatory Subsidiaries, or that otherwise have 
material affiliations with such members or member organizations, 
without unnecessarily restricting highly qualified individuals with 
extensive knowledge of the financial services industry from serving on 
the NASDAQ OMX Board.\17\ Further, the SROs note that NASDAQ OMX is 
incorporating concepts from recently-approved changes to the 
Independence Policy of NYSE Euronext.\18\
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    \14\ See, e.g., NASDAQ Notice, 77 FR at 77168.
    \15\ The NASDAQ OMX By-Laws define each of NASDAQ, BX, Phlx, 
BSECC, and SCCP as a ``Self-Regulatory Subsidiary.''
    \16\ See, e.g., NASDAQ Notice, 77 FR at 77168.
    \17\ See id., 77 FR at 77171.
    \18\ See Securities Exchange Act Release No. 67564 (August 1, 
2012), 77 FR 47161) (SR-NYSE-2012-17; SR-NYSEArca-2012-59; SR-
NYSEMKT-2012-07).
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    In addition, the SROs propose changes to other definitions 
applicable to categories of Directors. Specifically, the SROs propose 
to add a definition of ``Staff Director'' as ``an officer of the 
Corporation that is serving as a Director.'' \19\ According to the 
SROs, this change will further restrict the number of possible Staff 
Directors in instances where the NASDAQ OMX Board is smaller than ten 
Directors, while retaining the current limit of two Staff Directors for 
a larger NASDAQ OMX Board.\20\
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    \19\ The SROs note that the definition of ``Industry Director'' 
will continue to exclude Staff Directors, who might otherwise be 
considered Industry Directors by virtue of affiliation with NASDAQ 
Exchange Services LLC and NASDAQ Options Services, LLC, registered 
broker-dealers that are members of NASDAQ and BX and member 
organizations of Phlx. See, e.g., NASDAQ Notice, 77 FR at 77169 
n.12.
    \20\ See, e.g., NASDAQ Notice, 77 FR at 77169.
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    The SROs also propose to add a definition of ``Issuer Director'' 
and ``Issuer committee member'' as ``a Director (excluding any Staff 
Director) or committee member who is an officer or employee of an 
issuer of securities listed on a national securities exchange operated 
by any Self-Regulatory Subsidiary, excluding any Director or committee 
member who is a director of such an issuer but is not also an officer 
or employee of such an issuer.'' According to the SROs, the exclusion 
of Staff Directors from the definition is necessary because NASDAQ OMX 
is listed on NASDAQ, but the purpose of the NASDAQ OMX By-Laws in 
requiring issuer representation to promote a diversity of viewpoints 
among Directors would not be well served by deeming Staff Directors 
also to be Issuer Directors.\21\ The SROs also state that the proposed 
definition of Issuer Director and Issuer committee member would exclude 
persons who are directors of issuers but who are not also officers or 
employees of such issuers, which is intended to make clear that a 
Director is not barred from being considered a Public Director merely 
because the Director serves as an independent director of another 
listed company.\22\
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    \21\ See, e.g., NASDAQ Notice, 77 FR at 77169.
    \22\ See, e.g., id.
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    The SROs also propose to amend the definition of ``Public 
Director'' and ``Public committee member'' to state: ``A Director or 
committee member who (1) is not an Industry Director or Industry 
committee member, (2) is not an Issuer Director or Issuer committee 
member, and (3) has no material business relationship with a member or 
member organization of a Self-Regulatory Subsidiary, the Corporation or 
its affiliates, or FINRA.'' \23\ The current definition covers a person 
who ``has no material business relationship with a broker or dealer, 
the Corporation or its affiliates, or FINRA.'' \24\ According to the 
SROs, the proposed definition makes clear that any Industry Director or 
Issuer Director would not be considered a Public Director, but an 
independent director of an issuer of securities listed on NASDAQ could 
be considered a Public Director.\25\ The SROs also state that in 
keeping with the change to the definition of Industry Director 
discussed above, the final clause of the definition of Public Director 
would be revised to focus on the existence of a material business 
relationship with a member or member organization of a Self-Regulatory 
Subsidiary, rather than any broker or dealer.
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    \23\ See, e.g., id.
    \24\ See, e.g., id.
    \25\ See, e.g., id.
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    In addition, the SROs propose changing the definition of ``Non-
Industry Director'' or ``Non-Industry committee member'' to cover any 
``Director (excluding any Staff Director) or committee member who is 
(1) a Public Director or Public committee member; (2) an Issuer 
Director or Issuer committee member; or (3) any other individual who 
would not be an Industry Director or Industry committee member.'' \26\ 
According to the SROs, this revised definition is generally consistent 
with the current definition, but reflects the new definition of 
``Issuer Director'' and ``Issuer committee member.'' \27\
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    \26\ See, e.g., NASDAQ Notice, 77 FR at 77170.
    \27\ Due to the above described changes and the addition of a 
term ``Issuer Director,'' the SROs proposed making conforming 
changes to the letter designations of paragraphs in the NASDAQ OMX 
By-Laws.
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    The SROs believe that the foregoing definitional changes will 
enhance the clarity of these provisions and will promote a diversity of 
backgrounds and viewpoints on the NASDAQ OMX Board, and will 
collectively promote the capacity of the NASDAQ OMX Board to fulfill 
its responsibilities.\28\
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    \28\ See, e.g., NASDAQ Notice, 77 FR at 77169.
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    The Commission finds that the BX, NASDAQ and Phlx proposals are 
consistent with the Act, particularly Sections 6(b)(1) and (b)(5) of 
the Act. The Commission also finds that the BSECC and SCCP proposals 
are consistent with Section 17A of the Act. The Commission believes 
that these proposed definitional changes to the NASDAQ OMX By-Laws will 
help to ensure that potential conflicts of interest with respect to the 
composition of the NASDAQ OMX Board will continue to

[[Page 9445]]

be mitigated and at the same time will help promote the capacity of 
NASDAQ OMX, which is the parent company of the Self-Regulatory 
Subsidiaries, to fulfill its responsibilities.
Qualifications of Directors
    The SROs propose to amend Section 4.3 of the NASDAQ OMX By-Laws, 
which governs the qualifications and compositional requirements of the 
NASDAQ OMX Board. Specifically, the changes to the composition of the 
NASDAQ OMX Board will (i) increase from one to two the required number 
of Public Directors, (ii) replace the requirement to include at least 
one issuer representative (or at least two issuer representatives if 
the NASDAQ OMX Board consists of ten or more Directors) with a 
requirement to include at least one, but no more than two, Issuer 
Directors and (iii) limit the number of Staff Directors to one, unless 
the Board consists of ten or more Directors, in which case the number 
of Staff Directors cannot exceed two. The NASDAQ OMX By-Laws will 
continue to require that the number of Non-Industry Directors must 
equal or exceed the number of Industry Directors. As previously 
mentioned, because the term ``Issuer Director'' is a new definition, 
the SROs also propose to make a conforming change by adding that term 
to Sections 4.8 and 4.13(h) of NASDAQ OMX's By-Laws, which govern the 
filling of vacancies on the NASDAQ OMX Board and the determination of 
Directors' qualifications by NASDAQ OMX's Secretary.
    The Commission finds that the proposed changes by BX, NASDAQ and 
Phlx regarding the qualifications and compositional requirements of the 
NASDAQ OMX Board are consistent with the Act, particularly Sections 
6(b)(1) and (b)(5) of the Act. The Commission also finds that the 
proposed rule changes by BSECC and SCCP regarding the qualifications 
and compositional requirements of the NASDAQ OMX Board are consistent 
with Section 17A of the Act. The Commission concurs with the SROs that 
the proposals will continue to ensure a diversity of representation 
among Industry, Staff, Issuer, and Public Directors, will place more 
stringent caps on the number of Issuer and Staff Directors, and will 
increase the requirement regarding the number of Public Directors.\29\ 
Further, as noted by the SROs, the proposed rule changes do not alter 
in any respect the compositional requirements imposed by NASDAQ listing 
standards on NASDAQ OMX as a NASDAQ listed issuer, particularly the 
requirement that the NASDAQ OMX Board be composed of a majority of 
independent directors.\30\
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    \29\ See, e.g., NASDAQ Notice, 77 FR at 77170.
    \30\ NASDAQ Rule 5605 requires that the board of directors of a 
company listed on NASDAQ must have a majority of directors that are 
``independent'' within the meaning of that rule. As provided in 
NASDAQ Rule 5605(a)(2) with respect to a company listed on NASDAQ 
(``Company''), ```Independent Director' means a person other than an 
Executive Officer or employee of the Company or any other individual 
having a relationship which, in the opinion of the Company's board 
of directors, would interfere with the exercise of independent 
judgment in carrying out the responsibilities of a director.'' 
NASDAQ Rule 5605 further provides that directors having certain 
defined relationships with a Company may not be considered 
independent. The SROs note that, while Staff Directors are clearly 
not independent within the meaning of NASDAQ Rule 5605, other 
Directors may or may not be considered independent, depending on the 
specific facts of their relationship to NASDAQ OMX.
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Executive Committee
    The SROs propose to amend the compositional requirement of NASDAQ 
OMX's Executive Committee, which is authorized by Section 4.13(d) of 
the NASDAQ OMX By-Laws. Under the proposed rule changes, NASDAQ OMX's 
By-Laws will be amended to require that there be at least two Public 
Directors on the Executive Committee (as opposed to the current 
requirement that the percentage of Public Directors on the Executive 
Committee must be at least as great as the percentage of Public 
Directors on the NASDAQ OMX Board).\31\
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    \31\ See, e.g., NASDAQ Notice, 77 FR at 77170.
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    The Commission finds that this proposal is consistent with the Act, 
particularly Sections 6(b)(1) and (b)(5) of the Act. The Commission 
also finds that the proposed rule changes are consistent with Section 
17A of the Act. The Commission believes that the proposal to amend the 
compositional requirement of NASDAQ OMX's Executive Committee will 
continue to ensure a diversity of representation among Directors 
serving on the Executive Committee and will help to ensure that 
potential conflicts of interest with respect to the composition of the 
NASDAQ OMX Board will continue to be mitigated.
Audit Committee
    The SROs also proposed changes to the composition requirements of 
the NASDAQ OMX Audit Committee. Under the proposed rule changes to the 
compositional requirements of the Audit Committee, Section 4.13(g) of 
NASDAQ OMX's By-Laws will be amended to reflect that the number of Non-
Industry Directors on the Audit Committee must be equal to or exceed 
the number of Industry Directors (as opposed to the current requirement 
that the Audit Committee be composed of a majority of Non-Industry 
Directors). The SROs state that the proposed compositional requirements 
for the Audit Committee with regard to the balance between Industry 
Directors and Non-Industry Directors will be consistent with the 
compositional requirements currently provided for in the NASDAQ OMX By-
Laws with respect to NASDAQ OMX's Executive Committee, Nominating & 
Governance Committee, Management Compensation Committee,\32\ and the 
NASDAQ OMX Board. According to the SROs, this change will provide 
greater flexibility to NASDAQ OMX with regard to populating the Audit 
Committee with Directors having relevant expertise and will ensure that 
the Audit Committee is not too large in relation to the size of the 
NASDAQ OMX Board, while continuing to ensure that Directors associated 
with members and member organizations of the Self-Regulatory 
Subsidiaries do not exert disproportionate influence on the governance 
of NASDAQ OMX.\33\
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    \32\ As a listed company on NASDAQ, NASDAQ OMX must also comply 
with NASDAQ's listing rules, which contain certain provisions that 
require Independent Directors to serve on such company's board of 
directors and on various board committees. See supra note 30 for a 
summary of the definition of Independent Director as set forth in 
NASDAQ Rule 5605(a)(2). Among other requirements in NASDAQ's listing 
rules, a listed company's compensation committee must be comprised 
solely of such Independent Directors. The Commission recently 
approved amendments that NASDAQ proposed in order for NASDAQ to 
comply with Rule 10C-1 under the Act. The new rules require, among 
other things, that members of a listed company's compensation 
committee must meet enhanced independence requirements, in addition 
to having to be Independent Directors as defined in NASDAQ's 
existing listing rules. NASDAQ's listed companies must comply with 
these enhanced independence requirements at the earlier of the 
company's first annual meeting after January 15, 2014 or October 31, 
2014. See NASDAQ Rule 5605(d) and Securities Exchange Act Release 
No. 68640 (January 11, 2013), 78 FR 4554 (January 22, 2013).
    The Commission notes that the SROs' proposed rule changes are 
not intended to address whether a particular Industry or Non-
Industry Director would qualify under the NASDAQ's definition as an 
Independent Director or could qualify as a compensation committee 
member under the newly-adopted enhanced standards of independence 
for compensation committee service. As for any listed company, 
NASDAQ OMX will have to do its own assessment of whether a 
particular director qualifies as an Independent Director for service 
on the listed company's board or board committees, particularly the 
audit, compensation, or nomination committees, under NASDAQ's 
listing standards.
    \33\ See, e.g., NASDAQ Notice 77 FR 77170.
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    The Commission finds that this proposal is consistent with the Act, 
particularly Sections 6(b)(1) and (b)(5) of the Act. The Commission 
also finds that the proposed rule changes are consistent with Section 
17A of the Act.

[[Page 9446]]

The Commission believes that the proposal will help to ensure that 
potential conflicts of interest with respect to the composition of the 
NASDAQ OMX Board will continue to be mitigated and at the same time 
will help promote the capacity of NASDAQ OMX to fulfill its 
responsibilities.
    The Commission notes that the proposed rule changes will not alter 
NASDAQ OMX's obligations under Section 10A of the Act \34\ and SEC Rule 
10A-3 thereunder,\35\ which relate to audit committee requirements of 
listed issuers. According to the SROs, the NASDAQ OMX Audit Committee 
will continue to be composed solely of Directors who are independent 
within the meaning of Section 10A and Rule 10A-3 thereunder. Under 
NASDAQ Rule 5605(c), the NASDAQ OMX Audit Committee is required to be 
comprised of Independent Directors (as defined in NASDAQ's Rule 
5605(a)(2)). The Commission notes that the NASDAQ OMX Audit Committee's 
members also must meet the independence requirements of Section 10A of 
the Act and Rule 10A-3 thereunder.
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    \34\ 15 U.S.C. 78j-1.
    \35\ 17 CFR 240.10A-3.
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III. Conclusion

    For the foregoing reasons, the Commission finds that the proposed 
rule changes are consistent with the Act and the rules and regulations 
thereunder applicable to a national securities exchange in the case of 
BX, NASDAQ and Phlx and with the Act and rules and regulations 
thereunder applicable to a registered clearing agency in the case of 
BSECC and SCCP.
    It is therefore ordered, pursuant to Section 19(b)(2) of the Act 
\36\ that the proposed rule changes (SR-BSECC-2012-02; SR-BX-2012-075; 
SR-NASDAQ-2012-142; SR-Phlx-2012-142; SR-SCCP-2012-02) are approved.
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    \36\ 15 U.S.C. 78f(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\37\
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    \37\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-02846 Filed 2-7-13; 8:45 am]
BILLING CODE 8011-01-P