Rule 17Ad-25 - Clearing Agency Governance and Conflicts of Interest

Forms and Documents

Forms and supporting documents for this ICR

Document	Type	Status	Availability
Rule 17Ad-25 Propsal PRA Supporting Statement.pdf	Supporting Statement A	Uploaded 2022-10-28	Repair queued

IC Document Collections

Information collection document groups

IC ID	Collection	Type	Status	Form
256545	17Ad-25(j)		New
256544	17Ad-25(i)		New
256543	17Ad-25(h)		New
256542	17Ad-25(g)		New
256541	17Ad-25(d)		New
256540	17Ad-25(c)		New
256539	17Ad-25(b)		New

ICR Details

OMB Control No: 3235-0800	ICR Reference No: 202210-3235-029
Status: Historical Inactive	Previous ICR Reference No:
Agency/Subagency: SEC	Agency Tracking No:
Title: Rule 17Ad-25 - Clearing Agency Governance and Conflicts of Interest
Type of Information Collection: New collection (Request for a new OMB Control Number)	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Comment filed on proposed rule	Conclusion Date: 01/13/2023
Retrieve Notice of Action (NOA)	Date Received in OIRA: 10/28/2022
Terms of Clearance: Pursuant to 5 CFR 1320.11(c), OMB files this comment on this information collection request (ICR). This OMB action is not an approval to conduct or sponsor an information collection under the Paperwork Reduction Act of 1995. This action has no effect on any current approvals. If OMB has assigned this ICR a new OMB Control Number, the OMB Control Number will not appear in the active inventory. For future submissions of this information collection, reference the OMB Control Number provided. The agency shall examine public comment in response to the NPRM and will describe in the supporting statement of its next collection any public comments received regarding the collection as well as why (or why it did not) incorporate the commenter’s recommendation. The next submission to OMB must include the draft final rule.

table that charts list comparision

	Inventory as of this Action	Requested	Previously Approved
Expiration Date		36 Months From Approved
Responses	0	0	0
Time Burden (Hours)	0	0	0
Cost Burden (Dollars)	0	0	0

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Abstract: The Commission is proposing new Rule 17Ad-25, which consists of paragraphs (a) through (j), to help improve the governance of registered clearing agencies and reduce the likelihood that conflicts of interest may influence the board of directors of a registered clearing agency. Specifically, proposed Rule 17Ad-25 would: (i) define independence in the context of a director serving on the board and require that a majority of directors on the board be independent, unless a majority of the voting rights distributed to shareholders of record are directly or indirectly held by participants of the clearing agency, in which case at least 34 percent of the board must be independent directors; (ii) establish requirements for a nominating committee, including with respect to the composition of the committee, fitness standards for serving on the board, and the process for evaluating board nominees; (iii) establish requirements for the function, composition, and reconstitution of the risk management committee; (iv) require policies and procedures that identify, mitigate or eliminate, and document the identification and mitigation or elimination of conflicts of interest; (v) require policies and procedures that obligate directors to report potential conflicts promptly; (vi) require policies and procedures for the board to oversee relationships with service providers for critical services; and (vii) require policies and procedures to solicit, consider, and document the clearing agency’s consideration of the views of its participants and other relevant stakeholders regarding its governance and operations.

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Authorizing Statute(s): US Code: 15 USC 78q-1 Name of Law: Securities and Exchange Act of 1934, Section 17A - National system for clearance and settlement of s
   US Code: 15 USC 78w(a) Name of Law: Securities and Exchange Act of 1934, Section 23(a) - Rules, regulations, and orders; annual reports
   US Code: 15 USC 8343 Name of Law: Section 765 of the Dodd-Frank Act - Rulemaking on conflict of interest
   US Code: 12 USC 5464 Name of Law: Section 805 of the Clearing Supervision Act - Standards for systemically important financial market
   US Code: 15 USC 78q(a) Name of Law: Securities and Exchange Act of 1934, Section 17(a) - Records and reports
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AK74	Proposed rulemaking	87 FR 51812	08/23/2022

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 7

table that charts list of burden

IC Title	Form No.	Form Name
17Ad-25(b)
17Ad-25(c)
17Ad-25(d)
17Ad-25(g)
17Ad-25(h)
17Ad-25(i)
17Ad-25(j)

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Burden increases because of Program Change due to Agency Discretion: Yes

Burden Increase Due to: Changing Regulations

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: The Commission has proposed a rule that would include several new collections of information with hour burdens. These are discussed in more detail in the attached Supporting Statement.

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Annual Cost to Federal Government:

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     No

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? Yes

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 10/28/2022

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