[Federal Register Volume 85, Number 223 (Wednesday, November 18, 2020)]
[Notices]
[Pages 73553-73556]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-25441]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90416; File No. SR-OCC-2020-806]


Self-Regulatory Organizations; the Options Clearing Corporation; 
Notice of Filing of Advance Notice Related to Proposed Changes To 
Update the Options Clearing Corporation's Recovery and Orderly Wind-
Down Plan

November 13, 2020.
    Pursuant to Section 806(e)(1) of Title VIII of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act, entitled Payment, Clearing 
and Settlement Supervision Act of 2010 (``Clearing Supervision Act'') 
\1\ and Rule 19b-4(n)(1)(i) \2\ under the Securities Exchange Act of 
1934 (``Act'' or ``Exchange Act''),\3\ notice is hereby given that on 
October 20, 2020, the Options Clearing Corporation (``OCC'') filed with 
the Securities and Exchange Commission (``Commission'') an advance 
notice as described in Items I, II and III below, which Items have been 
prepared by OCC. The Commission is publishing this notice to solicit 
comments on the advance notice from interested persons.
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    \1\ 12 U.S.C. 5465(e)(1).
    \2\ 17 CFR 240.19b-4(n)(1)(i).
    \3\ 15 U.S.C. 78a et seq.
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I. Clearing Agency's Statement of the Terms of Substance of the Advance 
Notice

    This advance notice is submitted in connection with a proposed 
change to update OCC's Recovery and Orderly Wind-Down Plan (``RWD 
Plan'' or ``Plan''), adopted pursuant to the requirement in Rule 17Ad-
22(e)(3)(ii),\4\ to reflect: (i) Changes to OCC's capital structure 
resulting from the disapproval of OCC's previously approved ``Capital 
Plan'' \5\ and the subsequent approval of OCC's ``Capital Management 
Policy,'' \6\ and (ii) changes made to each chapter of the Plan during 
OCC's annual internal review and update of the Plan, as required by 
OCC's internal governance.
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    \4\ 17 CFR 240.17Ad-22(e)(3)(ii).
    \5\ Securities Exchange Act Release No. 85121 (Feb. 13, 2019), 
84 FR 5157 (Feb. 20, 2019) (SR-OCC-2015-02).
    \6\ Securities Exchange Act Release No. 86725 (Aug. 21, 2019), 
84 FR 44952 (Aug. 27, 2019) (SR-OCC-2019-007).
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    The RWD Plan is included as confidential Exhibit 5 to SR-OCC-2020-
806. Material proposed to be added is marked by underlining and 
material proposed to be deleted is marked by strikethrough text.\7\ The 
proposed changes are described in detail in Item II below. All terms 
with initial capitalization not defined herein have the same meaning as 
set forth in OCC's By-Laws and Rules.\8\
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    \7\ OCC has also filed a proposed rule change with the 
Commission in connection with this proposal. See SR-OCC-2020-013.
    \8\ OCC's By-Laws and Rules can be found on OCC's public 
website: https://www.theocc.com/Company-Information/Documents-and-Archives/By-Laws-and-Rules.
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Advance Notice

    In its filing with the Commission, OCC included statements 
concerning the purpose of and basis for the advance notice and 
discussed any comments it received on the advance notice. The text of 
these statements may be examined at the places specified in Item IV 
below. OCC has prepared summaries, set forth in sections A and B below, 
of the most significant aspects of these statements.

(A) Clearing Agency's Statement on Comments on the Advance Notice 
Received From Members, Participants or Others

    Written comments were not and are not intended to be solicited with 
respect to the advance notice and none have been received. OCC will 
notify the Commission of any written comments received by OCC.

(B) Advance Notices Filed Pursuant to Section 806(e) of the Payment, 
Clearing, and Settlement Supervision Act

Description of the Proposed Change
Background
    On August 23, 2018, the Commission approved OCC's proposed rule 
change to formalize and update OCC's RWD Plan, consistent with the 
requirements of Rule 17Ad-22(e)(3)(ii).\9\ As approved, the RWD Plan 
incorporated key pieces of OCC's previously approved Capital Plan, 
including but not limited to the Capital Plan's provision for 
``Replenishment Capital.'' \10\ In OCC's RWD Plan, Replenishment 
Capital was one of the tools by which OCC could have recapitalized in 
certain of its recovery and wind-down scenarios.
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    \9\ Securities Exchange Act Release No. 83918 (Aug. 23, 2018), 
83 FR 44091 (Aug. 29, 2018) (SR-OCC-2017-021).
    \10\ Securities Exchange Act Release No. 74452 (Mar. 6, 2015), 
80 FR 13058 (Mar. 12, 2015) (SR-OCC-2015-02). The Capital Plan was a 
previously approved plan for raising additional capital under which 
the securities options exchanges that own equity in OCC committed to 
contributing additional capital to OCC under certain conditions and 
provided for the provision of further Replenishment Capital in 
certain circumstances.
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    On February 13, 2019, the Commission disapproved OCC's Capital 
Plan.\11\ The disapproval of the Capital Plan left OCC's RWD Plan with 
several invalid references to the Capital Plan or to certain of its 
component parts, including references to Replenishment Capital as one 
of OCC's identified tools for recovery and wind-down and references to 
a trigger event within the Capital Plan as one of OCC's recovery 
triggers. As a result of the disapproval of the Capital Plan, OCC 
subsequently proposed the ``Capital Management Policy,'' which among 
other things establishes a new mechanism for funding OCC's 
replenishment capital and changes OCC's ``default waterfall'' (i.e., 
the resources available to OCC in the event of a Clearing Member's 
suspension).\12\ These changes to OCC's replenishment capital and 
default waterfall necessitated changes to existing passages concerning 
the same in the RWD Plan.
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    \11\ See supra note 5.
    \12\ See supra note 6.
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    In addition, OCC has made changes to its RWD Plan as a result of 
its annual review and update process. As adopted, the RWD Plan itself 
recognizes OCC's internal governance requirement to review and update 
the Plan at least every twelve months. Accordingly, during the first 
several months of 2019

[[Page 73554]]

and 2020, an internal, cross-disciplinary working group within OCC 
conducted a review and recommended numerous changes to the RWD Plan, 
which were approved by OCC's management, the Risk Committee of OCC's 
Board of Directors (``Board'') and OCC's Board. The changes resulting 
from the adoption of the Capital Management Policy and the changes from 
OCC's annual review process are discussed in greater detail below.
Proposed Changes
    The proposed rule change would update each of the eight chapters of 
the RWD Plan.\13\ A summary description of the types of changes 
proposed to each of the eight chapters of the RWD Plan is provided 
below:
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    \13\ In addition to the changes summarized below, OCC would also 
make administrative changes throughout the Plan to update various 
OCC internal policy and procedure names.
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Chapter 1: Executive Summary
    Chapter 1 of the RWD Plan provides an executive summary and 
overview of OCC's proposed Plan. The proposed changes to Chapter 1 of 
the Plan would simply align the executive summary and overview to the 
changes made throughout subsequent chapters of the Plan.
Chapter 2: OCC Overview
    Chapter 2 of the RWD Plan provides information that OCC believes 
would be essential to relevant authorities for purposes of recovery and 
orderly wind-down planning, as well as to provide readers of the Plan 
with necessary context for the subsequent discussion and analysis of 
OCC's ``Critical Services'' and ``Critical Support Functions'' in 
Chapter 4 (discussed below) and of OCC's wind-down process in Chapter 6 
(discussed below). The proposed rule change would update several 
figures and factual discussions to reflect changes since the Plan's 
initial approval by the Commission. The types of changes being made to 
Chapter 2 would include: (i) Updated figures and numbers about market 
share and contract volume; (ii) updated lists of securities options 
exchanges and futures exchanges cleared by OCC; (iii) updated 
organizational charts, headcount numbers, discussions of OCC's 
management structure and descriptions of management roles and 
responsibilities; (iv) updated descriptions of OCC's Board's 
responsibilities and procedures, lists of Board members, and 
descriptions of OCC's Board committees' roles and responsibilities; 
\14\ (v) revised descriptions that would acknowledge certain program 
changes that have occurred since the initial 2018 approval of the RWD 
Plan (e.g., changes to OCC's cross-margining arrangements, changes in 
credit facilities and changes concerning investment counterparties, 
exchanges and vendors); (vi) updated graphs of OCC's Clearing Fund 
total monthly deposits; and (vii) updated discussions of OCC's 
retirement plan obligations. In addition to these updated figures and 
factual discussions, the proposed rule change would (i) revise Chapter 
2 to remove excerpts from OCC's most recent annual report (which would 
be relocated to one of the appendices); (ii) replace a lengthy overview 
of OCC's risk management program with a more concise summary; (iii) 
update a summary description of OCC's interconnections with external 
vendors and a list of vendors that provide OCC critical technology and 
information reporting services; and (iv) revise a fee management 
discussion to align with changes resulting from the implementation of 
the Capital Management Policy.\15\
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    \14\ Securities Exchange Act Release No. 84473 (Oct. 23, 2018), 
83 FR 54385 (Oct. 29, 2018) (SR-OCC-2018-012).
    \15\ The changes to the fee management discussion concern the 
potential for OCC's Board to lower the direct costs of participation 
if OCC's shareholder equity exceeds 110% of a predetermined ``Target 
Capital Requirement.'' See Securities Exchange Act Release No. 86725 
(Aug. 21, 2019), 84 FR 44944 (Aug. 27, 2019) (SR-OCC-2019-007).
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Chapter 3: Support Functions
    Chapter 3 of the RWD Plan identifies each of OCC's different 
internal support functions and provides a brief description of the 
activities performed by each such support function. For purposes of the 
RWD Plan, ``internal support functions'' are the various departments 
within OCC that are necessary for OCC to provide its services to 
Clearing Members and other participants. Since the initial 2018 
approval of the RWD Plan, OCC has added two additional internal support 
functions and expanded its Office of the Chief Executive Officer, 
renamed the ``Corporate'' support function, to include OCC's executive 
officers and administrative support staff. Accordingly, the proposed 
rule change would add two new internal support functions (and 
descriptions thereof) and replace the Office of the Chief Executive 
Officer with the Corporate support function, bringing the total number 
of internal support functions from 14 to 16. Since the initial 2018 
approval of the RWD Plan, OCC also has modified and updated its 
administrative descriptions of the roles and responsibilities of the 14 
internal support functions that were discussed in the initial 2018 
approval of the RWD Plan. Accordingly, the proposed rule change would 
update the descriptions of all OCC's internal support functions so they 
align with the modified and updated internal administrative 
descriptions of such functions.
Chapter 4: Critical Services and Critical Support Functions
    Chapter 4 of the RWD Plan identifies OCC's ``Critical Services'' 
\16\ and ``Critical Support Functions.'' \17\ The proposed rule change 
would group two previously identified Critical Services into a single 
Critical Service (i.e., the changes would simply use a single term to 
refer to two services that were previously listed separately). The 
proposed rule change also would update dated factual references and 
make other minor changes to OCC's description of its evaluations of 
Critical Services and Critical Support Functions, notably to recognize 
the consolidation of the two previously identified Critical Services 
into a single Critical Service and recalibrate the evaluation of an OCC 
service in considering whether it is a Critical Service. The proposed 
rule change also would change the mapping of Critical Services to 
Support Functions to recognize the ``primary,'' ``secondary,'' or 
``non-critical'' nature of each Support Function, which better aligns 
with OCC's internal taxonomy.
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    \16\ A ``Critical Service,'' as defined in the proposed Plan, 
would be a service provided by OCC that, if interrupted, would 
likely have a material negative impact on participants or 
significant third parties, give rise to contagion, or undermine the 
general confidence of markets the FMU serves.
    \17\ A ``Critical Support Function,'' as defined in the proposed 
Plan, would be a function within OCC that must continue in some 
capacity in order for OCC to be able to continue providing its 
Critical Services.
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Chapter 5: Recovery Plan
    Chapter 5 of OCC's proposed Plan constitutes OCC's recovery plan. 
The proposed rule change would make conforming edits to references to 
certain former provisions within OCC's By-Laws that have since been 
relocated to OCC's Rules.\18\ The proposed rule change also would 
revise the inventory and description of OCC's available ``Enhanced Risk 
Management Tools'' and ``Recovery Tools'' to (i) replace references to 
and discussions of Replenishment Capital with references to and 
descriptions of the replenishment

[[Page 73555]]

structure under the adopted Capital Management Policy; (ii) replace 
references to and discussions of the discretionary use of OCC's current 
and/or retained earnings with references to and discussions of the 
mandatory contribution--immediately following the use of margin, 
deposits in lieu of margin and the Clearing Fund deposits of the 
suspended Clearing Member--of OCC's current and retained earnings 
greater than 110% of OCC's annually-established ``Target Capital 
Requirement,'' as implemented by the Capital Management Policy; (iii) 
update the description of how OCC could increase the minimum required 
cash contribution to the Clearing Fund to reflect enhancements to OCC's 
liquidity risk management framework that the Commission approved in 
2020; \19\ (iv) include a discussion of the mandatory contribution of 
any unvested portions of OCC's Executive Deferred Compensation Plan 
(``EDCP''), in proportion to any charges against the mutualized portion 
of OCC's Clearing Fund, as implemented by the Capital Management 
Policy; and (v) update the governance of the Recovery Tools to include 
OCC's Chief Executive Officer and Chief Operating Officer in various 
communications to OCC's Executive Chairman. The proposed rule change 
also would revise the list of ``Recovery Trigger Events'' in the 
recovery plan to (i) delete one of the Recovery Trigger Events that was 
derived from a defined term in the Capital Plan, (ii) consolidate two 
other Recovery Trigger Events into a single, operational loss-related 
recovery trigger, and (iii) add a qualification onto an existing 
liquidity loss-related recovery trigger. The proposed rule change would 
also delete unnecessary historical data on business volumes from the 
hypothetical stress scenarios in Chapter 5 that illustrate how OCC 
could use its recovery tools.
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    \18\ See Securities Exchange Act Release No. 83735 (Jul. 27, 
2018), 83 FR 37855 (Aug. 2, 2018) (SR-OCC-2010-008).
    \19\ See Securities Exchange Act Release No. 89014 (Jun. 4, 
2020), 85 FR 35446 (Jun. 10, 2020) (SR-OCC-2020-003).
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Chapter 6: Wind-Down Plan
    Chapter 6 of OCC's RWD Plan constitutes OCC's orderly wind-down 
plan. The proposed rule change would revise the list of Wind-Down Plan 
Trigger Events (``WDP Triggers'') to consolidate two current WDP 
Triggers into a single WDP Trigger related to OCC's financial resource 
requirements, and consolidate two other current WDP Triggers into a 
single WDP Trigger related to operational disruption. The proposed rule 
change would also update discussions of the tools by which OCC could 
have recapitalized in certain of its recovery and wind-down scenarios. 
As revised, these discussions would describe replenishment capital 
available under the adopted Capital Management Policy, deleting 
descriptions of Replenishment Capital available under the former 
Capital Plan. The proposed rule change also would update certain of the 
references to OCC's internal support functions and certain references 
to headcount in Chapter 6.
Chapter 7: RWD Plan Governance
    Chapter 7 of OCC's RWD Plan section details the governance of OCC's 
RWD Plan. The proposed rule change would revise the lists of OCC staff 
involved in the completion of the plan (largely to give effect to the 
fact that the titles of certain offices changed since the RWD Plan's 
proposal in 2017).
Chapter 8: Appendices
    Chapter 8 of OCC's RWD Plan is comprised of several appendices. The 
proposed rule change would update several lists within the appendices 
to reflect changes that have occurred since the Plan's initial approval 
by the Commission. The types of changes being made to Chapter 8 would 
include: (i) Updated lists of OCC's clearing membership; (ii) updated 
lists of participation on OCC's Board; (iii) updated lists of 
settlement banks and letter of credit banks; (iv) updated lists of 
vendors and service providers that would be necessary to support a 
recovery or wind-down of OCC; (v) updates to the extreme hypothetical 
scenarios designed by OCC that, if such scenarios occurred, could cause 
OCC to activate the RWD Plan; and (vi) updated lists of the key 
agreements to be maintained during recovery and wind-down efforts.
Expected Effect on and Management of Risk
    OCC believes that the proposed change would reduce the nature and 
level of risk presented to OCC by maintaining and updating plans 
designed to enhance OCC's ability to address extreme stress events and 
minimize the risks of contagion to OCC's Clearing Members, market 
participants or to the wider financial system, including other FMIs. 
More specifically, the RWD Plan is designed to enhance OCC's ability to 
address extreme stresses or crises by establishing a framework that OCC 
could use to navigate the use its Enhanced Risk Management Tools and 
Recovery Tools, with the aim of maintaining OCC's viability as a going 
concern. In the event that OCC's recovery efforts are not successful, 
the wind-down plan would seek to improve the possibility that a 
resolution of OCC's operations can be conducted in an orderly manner, 
thereby minimizing the disruption to Clearing Members and market 
participants and improving the likelihood of minimizing the risk of 
contagion to the broader financial system. In this regard, OCC believes 
its maintenance and updating of the RWD Plan improves the possibility 
of maintaining market and public confidence during a time of 
unprecedented stress.
Consistency With the Payment, Clearing, and Settlement Supervision Act
    The stated purpose of the Clearing Supervision Act is to mitigate 
systemic risk in the financial system and promote financial stability 
by, among other things, promoting uniform risk management standards for 
systemically important financial market utilities and strengthening the 
liquidity of systemically important financial market utilities.\20\ 
Section 805(a)(2) of the Clearing Supervision Act \21\ also authorizes 
the Commission to prescribe risk management standards for the payment, 
clearing and settlement activities of designated clearing entities, 
like OCC, for which the Commission is the supervisory agency. Section 
805(b) of the Clearing Supervision Act \22\ states that the objectives 
and principles for risk management standards prescribed under Section 
805(a) shall be to:
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    \20\ 12 U.S.C. 5461(b).
    \21\ 12 U.S.C. 5464(a)(2).
    \22\ 12 U.S.C. 5464(b).
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     Promote robust risk management;
     promote safety and soundness;
     reduce systemic risks; and
     support the stability of the broader financial system.
    The Commission has adopted risk management standards under Section 
805(a)(2) of the Clearing Supervision Act and the Act in furtherance of 
these objectives and principles, including those standards adopted 
pursuant to the Commission rules cited below.\23\ For the reasons set 
forth below, OCC believes that the proposed change is consistent with 
the risk management standards promulgated under Section 805(a) of the 
Clearing Supervision Act.\24\
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    \23\ 17 CFR 240.17Ad-22. See Securities Exchange Act Release 
Nos. 68080 (October 22, 2012), 77 FR 66220 (November 2, 2012) (S7-
08-11) (``Clearing Agency Standards''); 78961 (September 28, 2016), 
81 FR 70786 (October 13, 2016) (S7-03-14) (``Standards for Covered 
Clearing Agencies''). OCC is a ``covered clearing agency'' as 
defined in Rule 17Ad-22(a)(5) and therefore is subject to section 
(e) of Rule 17Ad-22.
    \24\ 12 U.S.C. 5464(b)(1) and (4).

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[[Page 73556]]

    As stated above, the RWD Plan is designed to enhance OCC's ability 
to address extreme stresses or crises by establishing a framework that 
OCC could use to navigate the use of its Enhanced Risk Management Tools 
and Recovery Tools, with the aim of maintaining OCC's viability as a 
going concern. In the event that OCC's recovery efforts are not 
successful, the RWD Plan would seek to improve the possibility that a 
resolution of OCC's operations can be conducted in an orderly manner, 
thereby minimizing the disruption to Clearing Members and market 
participants and improving the likelihood of minimizing the risk of 
contagion to the broader financial system. Accordingly, OCC believes 
the updates to the RWD Plan would improve the possibility of OCC's 
effectively addressing a variety of potential risks, thereby improving 
OCC's ability to ultimately maintain market and public confidence 
during a time of unprecedented stress. In this regard, OCC believes the 
proposed change would promote robust risk management and safety and 
soundness and thereby reduce systemic risks and support the stability 
of the broader financial system.
    OCC also believes that the proposed change is consistent with 
Exchange Act Rule 17Ad-22(e)(3)(ii), which requires each covered 
clearing agency to establish, implement, maintain and enforce written 
policies and procedures reasonably designed to include plans for the 
recovery and orderly wind-down of the covered clearing agency 
necessitated by credit losses, liquidity shortfalls, losses from 
general business risk, or any other losses.\25\ As stated above, the 
RWD Plan would describe OCC's plans to recover from, or orderly resolve 
its operations as a result of, severe stress brought about by credit 
losses, liquidity shortfalls, losses from general business risk or 
other losses.\26\ The proposed updates to the RWD Plan would improve 
the accuracy of the inventory of OCC's Recovery Tools and improve OCC's 
evaluation of scenarios which may potentially prevent OCC from 
providing its Critical Services as a going-concern, as well as OCC's 
plans for recovery or orderly wind-down. Further, the proposed changes 
to the Plan would update and improve the information that a resolution 
authority may reasonably anticipate as necessary for purposes of 
recovery and orderly wind-down planning.\27\ In this regard, OCC 
believes the proposed change is consistent with Rule 17Ad-
22(e)(3)(ii).\28\
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    \25\ 17 CFR 240.17Ad-22(e)(3)(ii).
    \26\ 17 CFR 240.17Ad-22(e)(3)(ii).
    \27\ See 81 FR at 70810.
    \28\ 17 CFR 240.17Ad-22(e)(3)(ii).
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III. Date of Effectiveness of the Advance Notice and Timing for 
Commission Action

    The proposed change may be implemented if the Commission does not 
object to the proposed change within 60 days of the later of (i) the 
date the proposed change was filed with the Commission or (ii) the date 
any additional information requested by the Commission is received. OCC 
shall not implement the proposed change if the Commission has any 
objection to the proposed change.
    The Commission may extend the period for review by an additional 60 
days if the proposed change raises novel or complex issues, subject to 
the Commission providing the clearing agency with prompt written notice 
of the extension. A proposed change may be implemented in less than 60 
days from the date the advance notice is filed, or the date further 
information requested by the Commission is received, if the Commission 
notifies the clearing agency in writing that it does not object to the 
proposed change and authorizes the clearing agency to implement the 
proposed change on an earlier date, subject to any conditions imposed 
by the Commission.
    OCC shall post notice on its website of proposed changes that are 
implemented. The proposal shall not take effect until all regulatory 
actions required with respect to the proposal are completed.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the advance 
notice is consistent with the Clearing Supervision 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-OCC-2020-806 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-OCC-2020-806. 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 advance notice that are filed with the 
Commission, and all written communications relating to the advance 
notice 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 the filing also will be available for inspection 
and copying at the principal office of the self-regulatory 
organization.
    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-OCC-2020-806 and 
should be submitted on or before December 3, 2020.

    By the Commission.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-25441 Filed 11-17-20; 8:45 am]
BILLING CODE 8011-01-P