[Federal Register Volume 89, Number 103 (Tuesday, May 28, 2024)]
[Notices]
[Pages 46205-46210]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-11572]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100194; File No. SR-OCC-2024-005]


Self-Regulatory Organizations; The Options Clearing Corporation; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change by 
The Options Clearing Corporation Concerning Modifications to Its Board 
Charter and Risk Committee Charter To Align With Recently Adopted CFTC 
Governance Requirements for Derivatives Clearing Organizations

May 21, 2024.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Exchange Act'' or ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice 
is hereby given that on May 8, 2024, The Options Clearing Corporation 
(``OCC'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared primarily by OCC. OCC 
filed the proposed rule change pursuant to Section 19(b)(3)(A) \3\ of 
the Act and Rule 19b-4(f)(6) \4\ thereunder. The Commission is 
publishing this notice to solicit comments on the proposed rule change 
from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    This proposed rule change would make modifications to its Board of 
Directors Charter and Corporate Governance Principles (``Board 
Charter'') and Risk Committee Charter (``Risk Committee Charter'') to 
comply with recently adopted governance requirements \5\ by the 
Commodity Futures Trading Commission (``CFTC'') for derivatives 
clearing organizations (``DCOs'') that became effective on July 13, 
2023, and with which DCOs, like OCC, must comply by July 12, 2024.
---------------------------------------------------------------------------

    \5\ See 88 FR 44675 (July 13, 2023) (``CFTC Adopting Release''), 
https://www.govinfo.gov/content/pkg/FR-2023-07-13/pdf/2023-14361.pdf.
---------------------------------------------------------------------------

    The proposed changes to OCC's Board Charter are included [sic] as 
Exhibit 5A to File No. SR-OCC-2024-005 and proposed changes to the Risk 
Committee Charter are included [sic] as Exhibit 5B to File No. SR-OCC-
2024-005. Material proposed to be added is underlined and material 
proposed to be deleted is marked in strikethrough text.

[[Page 46206]]

    All terms with initial capitalization that are not defined herein 
have the same meaning as set forth in the OCC By-Laws and Rules.\6\
---------------------------------------------------------------------------

    \6\ 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.
---------------------------------------------------------------------------

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

    In its filing with the Commission, OCC included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. 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), 
(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

    OCC is the sole clearing agency registered with the Commission for 
standardized equity options listed on national securities exchanges. 
OCC also clears and settles certain stock loan transactions and 
transactions in futures and options on futures. In connection with its 
clearance and settlement of transactions in securities, OCC is a 
``covered clearing agency'' \7\ regulated by the Commission. In 
connection with its clearance and settlement activities for 
transactions in futures and options on futures, OCC is a DCO regulated 
by the CFTC. OCC is also designated as a systemically important 
financial market utility by the Financial Stability Oversight Council 
pursuant to Title VIII of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act of 2010.
---------------------------------------------------------------------------

    \7\ The term ``covered clearing agency'' is defined in Exchange 
Act Rule 17Ad-22(a)(5) to mean ``a registered clearing agency that 
provides the services of a central counterparty or central 
securities depository.''
---------------------------------------------------------------------------

    As a covered clearing agency and DCO, OCC maintains a robust 
governance structure that is designed to comply with existing 
requirements of the Commission and the CFTC. Recently, the CFTC adopted 
new regulations regarding governance requirements for DCOs that 
supplement the existing governance requirements applicable to OCC as a 
DCO (``Governance Rules'').\8\ The CFTC Governance Rules require, among 
other things, that: (i) DCOs establish and consult with a risk 
management committee on all matters that could materially affect the 
risk profile of the DCO; (ii) DCOs implement certain composition, 
rotation, and documentation requirements for the risk management 
committee; and (iii) DCOs establish a risk advisory working group that 
must convene at least two times per year, and adopt written policies 
and procedures related to the formation and role of the risk management 
working group. While OCC's current governance structure meets many of 
the requirements of the Governance Rules, OCC is proposing to clarify: 
(i) a smaller subset of OCC's existing Financial Risk Advisory 
Committee (``FRAC'') will serve as a non-Board-level risk management 
committee described in the Governance Rules; (ii) the entire FRAC will 
serve as a non-Board-level risk advisory working group described in the 
Governance Rules; and (iii) governance charters to reflect the 
requirements in the Governance Rules described above. DCOs, including 
OCC, are required to comply with these new regulations by July 12, 
2024.
---------------------------------------------------------------------------

    \8\ See 88 FR 44675 (July 13, 2023) (``CFTC Adopting Release''), 
https://www.govinfo.gov/content/pkg/FR-2023-07-13/pdf/2023-14361.pdf.
---------------------------------------------------------------------------

1. Purpose
    The purpose of this proposed rule change by OCC is to modify its 
Board Charter and Risk Committee Charter to implement changes that are 
designed to comply with certain of the Governance Rules. The Governance 
Rules are found in CFTC Regulation 39.24.\9\ As part of the Governance 
Rules, DCOs are required to establish one or more risk management 
committees that meet certain composition requirements and to require 
the DCO's board of directors to consult with such risk management 
committee(s) on all matters that could materially affect the risk 
profile of the DCO and to consider and respond to input from the risk 
management committee(s) on such matters. In the CFTC Adopting Release, 
the CFTC clarifies that a DCO may structure the required risk 
management committee as either a non-Board-level advisory committee or 
as a Board-level committee.\10\ In this proposed rule change, OCC 
intends to structure the required risk management committee as a non-
Board-level committee. Therefore, OCC is revising its Board Charter and 
Risk Committee Charter to articulate the role of the non-Board-level 
committee and its responsibility to provide OCC's existing Board-level 
Risk Committee with pertinent information to be disseminated, as 
appropriate, for the Board's review and consideration on all matters 
that could materially affect OCC's risk profile.
---------------------------------------------------------------------------

    \9\ 17 CFR 39.24.
    \10\ See CFTC Adopting Release at 44678.
---------------------------------------------------------------------------

    As described below, OCC already maintains a robust governance 
structure that is designed to promote clear and transparent governance 
arrangements that, among other things, help effectively manage risks 
that arise in or are borne by OCC as a covered clearing agency and DCO. 
This structure is shaped by existing Commission and CFTC requirements, 
which are also described in part below. Within OCC's existing 
governance structure, the FRAC serves a similar purpose as the risk 
management committee and risk advisory working group described in the 
Governance Rules. OCC intends to make modifications to the FRAC to 
satisfy both the risk management committee and risk advisory working 
group Governance Rules requirements by designating a rotating smaller 
group of FRAC members to comprise the non-Board-level risk management 
committee, and the FRAC will function as the risk advisory working 
group. The changes that OCC is proposing to its Board Charter and Risk 
Committee Charter to address the Governance Rules for DCOs would become 
one facet of OCC's larger and overall governance structure. Because OCC 
treats the Board Charter and Risk Committee Charter as ``rules'' for 
purposes of Section 19(b) of the Exchange Act, it is therefore 
submitting the changes in connection with this proposed rule 
change.\11\
---------------------------------------------------------------------------

    \11\ OCC intends to implement written policies and procedures to 
comply with the remaining requirements in the new CFTC requirements 
for DCOs, and OCC believes that those written policies and 
procedures will not require separate rule filings with the 
Commission or the CFTC.
---------------------------------------------------------------------------

    OCC believes that the material aspects of its operations will 
appropriately comply with the new Governance Rules by including the 
proposed provisions in OCC's Board Charter and Risk Committee Charter. 
As detailed below, these proposed provisions include requiring the 
Board and the Risk Committee to consult with and respond to input from 
a new, non-Board-level risk management committee on all matters that 
could materially affect OCC's risk profile.
Existing Governance Structure
    As part of OCC's existing governance structure, OCC already 
maintains a Board-level Risk Committee. Therefore, the new non-Board-
level risk management committee is not and will not be the only aspect 
of OCC's governance structure that is designed to provide appropriate 
consideration and supervision over matters that could materially affect 
OCC's risk profile.

[[Page 46207]]

Rather, such governance structure mechanisms are already in place at 
OCC and compliance with the new Governance Rules will supplement those 
existing mechanisms.
    For example, as specified in the Risk Committee Charter, the duties 
of the Risk Committee in discharging oversight include, but are not 
limited to, reviewing the adequacy of OCC's management of risks related 
to credit exposures (including margin and clearing fund methodologies), 
overseeing OCC's risk models and risk model validation process, 
reviewing and approving new products that materially impact OCC's 
established risk profile (and referring such products to the Board for 
potential approval), overseeing OCC's framework for membership of 
Clearing Members, and considering and discussing input and guidance 
from the FRAC relating to financial risk issues.\12\
---------------------------------------------------------------------------

    \12\ As described in more detail below, the participants in the 
FRAC include members of OCC's management as well as representatives 
of parties that participate in the markets that OCC serves, such as 
Clearing Members, customers of Clearing Members, exchanges, and 
other stakeholders.
---------------------------------------------------------------------------

    The Risk Committee is also just one part of the more robust overall 
governance structure that OCC maintains to promote best practices and 
to comply with existing Commission and CFTC regulatory requirements 
that apply to OCC as a covered clearing agency and as a DCO. Certain of 
these regulatory requirements concerning OCC's governance structure are 
described in more detail below to provide greater context about the 
existing regulatory landscape to which the new Governance Rules are 
being added.
    In connection with OCC's existing Board and Board committee 
structure, OCC maintains charters for the Board and all Board 
committees, Fitness Standards for Directors, Clearing Members and 
Others (``Fitness Standards''), and a Code of Conduct for OCC Directors 
(``Code of Conduct''). The charters, Fitness Standards, and Code of 
Conduct are all publicly available on OCC's website.\13\ The Board is 
composed of directors who are Public Directors,\14\ Exchange 
Directors,\15\ Member Directors,\16\ and a Management Director.\17\ In 
this way, the directors serving on the Board represent a range of 
different stakeholders from the markets that OCC serves. In addition, 
the Board oversees six Board-level committees that are composed of 
certain Board directors and that assist the Board in carrying out its 
supervisory responsibilities. Aside from the Risk Committee, the other 
committees are the Audit Committee, Compensation and Performance 
Committee, Governance and Nominating Committee, Regulatory Committee, 
and Technology Committee. OCC also maintains the FRAC that operates as 
a forum in which OCC seeks feedback on financial risk initiatives. 
Members of OCC management participate in the FRAC along with 
representatives of parties that participate in the markets that OCC 
serves, such as Clearing Members, customers of Clearing Members, 
exchanges, and other stakeholders.
---------------------------------------------------------------------------

    \13\ See Board Charters, Board Committee Charters and Other 
Governance Documents, available at https://www.theocc.com/company-information/documents-and-archives/board-charters.
    \14\ Terms regarding service by Public Directors are set forth 
in OCC's By-Laws and in OCC's Fitness Standards. For example, a 
Public Director must have no affiliation with any national 
securities exchange, national securities association, designated 
contract market, futures commission merchant, or broker or dealer in 
securities. See e.g., OCC By-Laws Article III, Section 6A; Fitness 
Standards at ``Additional Criteria for the Public Directors''.
    \15\ Terms regarding service by Exchange Directors are set forth 
in OCC's By-Laws and in OCC's Fitness Standards. For example, the 
exchange nominating the Exchange Director must own common stock of 
OCC. See e.g., OCC By-Laws Article III, Section 6; Fitness Standards 
at ``Additional Criteria for Exchange Directors''.
    \16\ Terms regarding service by Member Directors are set forth 
in OCC's By-Laws and in OCC's Fitness Standards. See e.g., OCC By-
Laws Article III, Section 2; Fitness Standards at ``Additional 
Criteria for Member Directors''.
    \17\ Terms regarding service by the Management Director are set 
forth in OCC's By-Laws and in OCC's Fitness Standards. For example, 
the Management Director must be an OCC employee. See e.g., OCC By-
Laws Article III, Section 7.
---------------------------------------------------------------------------

Existing Regulatory Requirements Regarding OCC's Governance Structure
    OCC's existing governance structure, as partially described above, 
is already shaped by significant regulatory requirements under the 
Exchange Act and the Commodity Exchange Act (``CEA'') that apply to OCC 
as a covered clearing agency and DCO. Accordingly, the Governance Rules 
for DCOs are supplementary to these existing regulatory obligations 
applicable to OCC's governance structure.
    For example, the DCO core principles in the CEA already require OCC 
to have governance arrangements that are transparent to permit the 
consideration of the views of owners and participants.\18\ Similarly, 
because OCC is a registered clearing agency its rules must assure a 
fair representation of its shareholders and participants in the 
selection of its Directors and the administration of its affairs.\19\ 
Part 39.24 of the CFTC's regulations for DCOs also requires OCC to have 
governance arrangements that, among other things, are clear and 
documented, describe the structure in which the board of directors, 
committees, and management operate, and clearly specify the roles and 
responsibilities of the board of directors and its committees.\20\ 
Similarly, Exchange Act Rules 17Ad-22(e)(2) and (3) require OCC as a 
covered clearing agency to have governance arrangements that, among 
other things, provide for governance arrangements that are clear and 
transparent, specify clear and direct lines of responsibility, consider 
the interests of Clearing Members' customers and other relevant 
stakeholders, and that establish a risk management committee of the 
board of directors and an independent audit committee of the board of 
directors.\21\ These obligations work in coordination with a further 
obligation to maintain a sound risk management framework for managing 
risks that arise in or are borne by OCC and for Board review and 
approval of related policies and procedures.\22\ In addition, 
provisions in the CEA and CFTC regulations and Commission rules under 
the Exchange Act obligate OCC to have fitness standards for Board 
directors, Clearing Members and others.\23\ OCC's governance structure 
currently reflects all of these requirements.
---------------------------------------------------------------------------

    \18\ 7 U.S.C. 7a-1(c)(2)(O)(i)(II).
    \19\ 15 U.S.C. 78q-1(b)(3)(C).
    \20\ 17 CFR 39.24(b)(1), (3), (5).
    \21\ 17 CFR 240.17Ad-(22)(e)(2)(i), (v), (vi), (3)(iv) and (v).
    \22\ 17 CFR 240.17Ad-(22)(e)(3)(i).
    \23\ 7 U.S.C. 7a-1(c)(2)(O)(ii); 17 CFR 240.17Ad-22(e)(2)(iv); 
17 CFR 240.17Ad-25(c)(3).
---------------------------------------------------------------------------

New CFTC DCO Governance Requirements and Creation of a Non-Board-Level 
Risk Management Committee
    As part of OCC's approach to comply with the Governance Rules, OCC 
will create a separate, non-Board-level risk management committee. As 
noted above, OCC already has a Risk Committee that is a Board-level 
committee. Creation of the new risk management committee as a non-
Board-level advisory committee will be consistent with the CFTC 
Adopting Release guidance that a DCO may structure the required risk 
management committee as either a non-Board-level

[[Page 46208]]

advisory committee or as a Board-level committee.
    While OCC's existing governance structure, including the 
consideration of the FRAC's input on risk initiatives, is robust and 
meets the CFTC's overall objective in requiring governance arrangements 
that are transparent, fulfill the public interest, and permit the 
consideration of the views of owners and participants, OCC's existing 
FRAC requires slight modifications to ensure continued compliance with 
the Governance Rules. Specifically, modifications are required to OCC's 
existing FRAC that are important to include within OCC's Risk 
Committee's delegation. These modifications, as outlined in the 
proposed Risk Committee Charter, (i) codify the required oversight and 
consultation between OCC's existing Board-level Risk Committee and the 
non-Board-level risk management committee, and (ii) establish the 
responsibility of OCC's existing Board-level Risk Committee to provide 
the Board with pertinent information for the Board's review and 
consideration for all matters that could materially affect OCC's risk 
profile from the non-Board-level risk management committee. 
Furthermore, modifications to OCC's existing FRAC are required to 
codify a regular rotation of membership and refine the current 
membership composition. By proposing modifications to OCC's existing 
FRAC to create a non-Board-level risk management committee and a risk 
advisory working group, OCC will satisfy the membership composition and 
rotation requirements outlined in the Governance Rules.
    The operation of the non-Board-level risk management committee will 
be controlled by written policies and procedures that OCC will design 
to ensure compliance with the new DCO requirements. For example, the 
DCO must maintain written policies and procedures to make certain that 
the risk management committee consultation process is described in 
detail and to include requirements for the DCO to document the board's 
consideration of and response to risk management committee input.\24\ A 
DCO is also required to have written policies and procedures related to 
the creation and maintenance of minutes for each risk management 
committee meeting.\25\
---------------------------------------------------------------------------

    \24\ 17 CFR 39.24(b)(11)(i).
    \25\ Id.
---------------------------------------------------------------------------

    The changes that OCC is proposing to its Board Charter and Risk 
Committee Charter to comply with part of the Governance Rules are 
described below, and they are designed to ensure that the Risk 
Committee and the Board work in coordination to consult with the new 
non-Board-level risk management committee and to respond to input from 
that committee on all matters that could materially affect OCC's risk 
profile. Consistent with the descriptions above of OCC's existing 
governance structure and the current Commission and CFTC requirements 
that already shape it, the proposed changes to the Board Charter and 
Risk Committee Charter would become part of the larger overall 
governance structure that OCC maintains to promote clear and 
transparent governance arrangements and to effectively manage risks 
that arise within or are borne by OCC as a covered clearing agency and 
DCO.
Proposed Changes to Board Charter
    OCC proposes to modify the Board Charter to provide two new aspects 
of how the Board fulfills its oversight role. Specifically, the Board 
Charter would state that the Board would oversee OCC's process for 
consultation with the new, non-Board-level risk management committee 
and the consideration of, and responses to, input from the non-Board-
level risk management committee by the Board through reports from the 
Risk Committee. The Board would provide oversight of this process and 
would review and consider the discussions with the Risk Committee 
regarding the Risk Committee's consultation with the non-Board-level 
risk management committee.\26\ The Board would also become more 
directly involved in the consultation and response process led by the 
Risk Committee as it determines appropriate in its business judgment.
---------------------------------------------------------------------------

    \26\ The oversight process will be documented in OCC's FRAC 
Guiding Principles Document.
---------------------------------------------------------------------------

    In addition to the proposed changes described above, OCC proposes 
to incorporate several non-substantive changes to the Board Charter, 
including but not limited to, using initial capitalization for the term 
``Executive Session'' consistently throughout the document, eliminating 
unnecessary words, and adding minor grammatical updates and terms for 
clarity.
Proposed Changes to Risk Committee Charter
    OCC also proposes to modify the Risk Committee Charter in a manner 
consistent with the proposed changes to the Board Charter. 
Specifically, the Risk Committee Charter would be revised to state that 
the Risk Committee would have responsibility for consulting with the 
non-Board-level risk management committee \27\ and for considering and 
responding to input from that committee on all matters that could 
materially affect OCC's risk profile. It would also state that the Risk 
Committee would provide relevant non-Board-level risk management 
committee input to the Board for its review and consideration.
---------------------------------------------------------------------------

    \27\ As of the July 12, 2024, CFTC compliance date, OCC's FRAC 
will act as the non-Board-level risk management committee. Although 
not anticipated, changes to the name of the committee serving as the 
non-Board-level risk committee could happen in the future.
---------------------------------------------------------------------------

    In addition to the proposed changes described above, OCC proposes 
to incorporate several non-substantive changes to the Risk Committee 
Charter, including but not limited to, eliminating unnecessary words, 
and adding minor grammatical updates and terms for clarity and 
consistency.
2. Statutory Basis
    Section 17A(b)(3)(F) of the Exchange Act requires, among other 
things, that the rules of a clearing agency must be designed to promote 
the prompt and accurate clearance and settlement of securities 
transactions, safeguard securities and funds in its custody or control 
or for which it is responsible, and, in general, protect investors and 
the public interest.\28\ In addition, Rule 17Ad-22(e)(3) requires OCC, 
as a covered clearing agency, to maintain a sound risk management 
framework for comprehensively managing legal, credit, liquidity, 
operational, general business, investment, custody, and other risks 
that arise in or are borne by the covered clearing agency.\29\
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78q-1(b)(3)(F).
    \29\ 17 CFR 240.17Ad-22(e)(3).
---------------------------------------------------------------------------

    OCC believes that the proposed rule changes are consistent with 
these requirements because the proposed rule change is designed to 
modify OCC's Board Charter and Risk Committee Charter to reflect how 
the Board and Risk Committee would work in coordination to consult with 
and consider input from a new, non-Board-level risk management 
committee on all matters that could materially affect OCC's risk 
profile and to consider and respond to input from the non-Board-level 
risk management committee on such matters. Implementation of these 
proposed changes would promote OCC's compliance with the new Governance 
Rules,\30\ which all DCOs much comply with by July 12, 2024. Compliance 
with applicable CFTC regulations is part of OCC's sound risk management 
framework to manage legal and regulatory risk. In addition,

[[Page 46209]]

implementing the proposed duties of the Board and Risk Committee within 
the Board Charter and Risk Committee Charter would promote management 
of risk consistent with the requirements in Rule 17Ad-22(e)(3) \31\ and 
OCC's prompt and accurate clearance and settlement of securities 
transactions, safeguarding of securities and funds in its custody or 
control or for which it is responsible, and the protection of investors 
consistent with 17A(b)(3)(F) of the Exchange Act \32\ because it would 
involve the new, non-Board-level risk management committee in OCC's 
process of assessing and managing risks that could materially affect 
OCC's risk profile in a way that supplements OCC existing process for 
managing such risks, including through oversight by the Risk Committee 
and the Board.
---------------------------------------------------------------------------

    \30\ 17 CFR 39.24.
    \31\ 17 CFR 240.17Ad-22(e)(3).
    \32\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

    In addition, OCC believes the proposed changes are consistent with 
Rule 17Ad-22(e)(2). Specifically, Rule 17Ad-22(e)(2) requires OCC to, 
among other things, provide for governance arrangements that are clear 
and transparent, clearly prioritize the safety and efficiency of the 
covered clearing agency and specify clear and direct lines of 
responsibility. Modifying the Board Charter and Risk Committee Charter 
through the proposed changes described above would be consistent with 
these requirements because the changes would document in a clear, 
direct and transparent way the material aspects of the process through 
which the Board and Risk Committee would work in coordination to 
consult with and consider input from a new, non-Board-level risk 
management committee on all matters that could materially affect OCC's 
risk profile and to consider and respond to input from the non-Board-
level risk management committee on such matters.

(B) Clearing Agency's Statement on Burden on Competition

    Section 17A(b)(3)(I) of the Exchange Act \33\ requires that the 
rules of a clearing agency not impose any burden on competition not 
necessary or appropriate in furtherance of the purposes of the Exchange 
Act. OCC does not believe that the proposed rule changes to modify the 
Board Charter and Risk Committee Charter to comply with the Governance 
Rules would impact or impose any burden on competition. The proposed 
changes would promote OCC's compliance with the Governance Rules that 
OCC must comply with by July 12, 2024. The proposed changes to the 
Board Charter and Risk Committee Charter are designed to clearly, 
directly and transparently document the material aspects of the process 
through which the Board and Risk Committee would work in coordination 
to consult with and consider input from a new, non-Board-level risk 
management committee on all matters that could materially affect OCC's 
risk profile and to consider and respond to input from the non-Board-
level risk management committee on such matters. These changes to OCC's 
governance structure would apply to all Clearing Members equally and 
would not disadvantage or favor any particular user in relation to 
another user. Therefore, OCC believes that the proposed changes would 
not impose any burden on competition.
---------------------------------------------------------------------------

    \33\ 15 U.S.C. 78q-1(b)(3)(I).
---------------------------------------------------------------------------

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

    Written comments were not and are not intended to be solicited with 
respect to the proposed rule change and none have been received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not:
    (i) significantly affect the protection of investors or the public 
interest;
    (ii) impose any significant burden on competition; and
    (iii) become operative for 30 days from the date on which it was 
filed, or such shorter time as the Commission may designate, it has 
become effective pursuant to Section 19(b)(3)(A) of the Act \34\ and 
Rule 19b-4(f)(6) \35\ thereunder.
---------------------------------------------------------------------------

    \34\ 15 U.S.C. 78s(b)(3)(A).
    \35\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.
    The proposal shall not take effect until all regulatory actions 
required with respect to the proposal are completed.\36\
---------------------------------------------------------------------------

    \36\ Notwithstanding its immediate effectiveness, implementation 
of this rule change will be delayed until this change is deemed 
certified under CFTC Regulation 40.6.
---------------------------------------------------------------------------

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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-OCC-2024-005 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-OCC-2024-005. 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 (https://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 
a.m. and 3 p.m. Copies of such filing also will be available for 
inspection and copying at the principal office of OCC and on OCC's 
website at https://www.theocc.com/Company-Information/Documents-and-Archives/By-Laws-and-Rules.
    Do not include personal identifiable information in submissions; 
you should submit only information that you wish to make available 
publicly. We may redact in part or withhold entirely from publication 
submitted material that is obscene or subject to copyright protection.
    All submissions should refer to file number SR-OCC-2024-005 and 
should be submitted on or before June 18, 2024.


[[Page 46210]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\37\
---------------------------------------------------------------------------

    \37\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-11572 Filed 5-24-24; 8:45 am]
BILLING CODE 8011-01-P