[Federal Register: January 11, 2006 (Volume 71, Number 7)]
[Notices]
[Page 1781-1782]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr11ja06-63]
[[Page 1781]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-53051; File No. SR-MSRB-2005-17]
Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing and Immediate Effectiveness of Proposed Rule
Change Relating to Amendments to Administrative Rules (Rules A-3(f) and
A-6(c)) Relating to Board Member Compensation
January 4, 2006.
Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on December 16, 2005, the Municipal Securities Rulemaking Board
(``MSRB'' or ``Board''), filed with the Securities and Exchange
Commission (``Commission'' or ``SEC'') the proposed rule change as
described in Items I, II and III below, which Items have been prepared
by the MSRB. The MSRB has filed the proposal pursuant to section
19(b)(3)(A)(iii) of the Act,\3\ and Rule 19b-4(f)(3) thereunder,\4\
which renders the proposal effective upon filing with the Commission.
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(3).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The MSRB is filing with the Commission a proposed rule change
consisting of amendments to Rules A-3(f) and A-6(c) relating to Board
member compensation. The text of the proposed rule change is available
on the MSRB's Web site (http://www.msrb.org), at the MSRB's principal
office, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the MSRB 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. The MSRB has prepared summaries, set forth in sections
A, B, and C below, of the most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The MSRB has been reviewing its Administrative Rules (``A-Rules'')
to make sure that they are consistent with Virginia law (where the MSRB
is incorporated) and current good corporate governance practices. Rule
A-3(f), on compensation and expenses, and Rule A-6(c), on committees of
the Board, both pertain to Board member compensation practices. These
two provisions are somewhat outdated and do not allow the Board
appropriate administrative flexibility to implement improved
compensation and reimbursement practices consistent with the Board's
corporate governance practices. To accomplish this goal, the Board
determined that Rule A-6(c) should be deleted and Rule A-3(f) should be
modeled on a provision found in the NASD and Nasdaq By-Laws \5\ such
that the Board has a general grant of authority to provide for
reasonable compensation and/or reimbursement to Board and committee
members.
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\5\ See NASD By-Law Sec. 9.1, on Compensation of Board, Council,
and Committee Members (Amended by SR-NASD-97-71 eff. Jan 15, 1998.);
and Nasdaq By-Law Sec. 6.1, on Compensation of Board, Council, and
Committee Members (Amended by SR-NASD-97-71 eff. Jan 15, 1998.)
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2. Statutory Basis
The MSRB believes that the proposed rule change is consistent with
section 15B(b)(2)(I) of the Act,\6\ which provides that MSRB rules
shall ``provide for the operation and administration of the Board,
including the selection of a Chairman from among the members of the
Board, the compensation of the members of the Board, and the
appointment and compensation of such employees, attorneys, and
consultants as may be necessary or appropriate to carry out the Board's
functions under this section.'' \7\ The MSRB believes that the proposed
rule change is consistent with these provisions in that it relates to
the operation and administration of the Board and the compensation of
members of the Board.
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\6\ 15 U.S.C. 78o-4(b)(2)(I).
\7\ Id.
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B. Self-Regulatory Organization's Statement on Burden on Competition
The MSRB does not believe that the proposed rule change will result
in any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act since it would apply solely to
internal operational and administrative matters.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The proposed rule change has become effective pursuant to section
19(b)(3)(A) of the Act \8\ and Rule 19b-4(f)(3) thereunder \9\ because
it is concerned solely with the administration of the MSRB. At any time
within 60 days of the filing of the proposed rule change, the
Commission may summarily abrogate 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.\10\
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(3).
\10\ See section 19(b)(3)(C) of the Act, 15 U.S.C. 78s(b)(3)(C).
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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 (http://www.sec.gov/rules/sro.shtml.
); or Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-MSRB-2005-17 on the subject line.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, Station Place, 100 F
Street, NE., Washington, DC 20549-9303.
All submissions should refer to File Number SR-MSRB-2005-17. This file
number should be included on the subject line if e-mail 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 Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments, all
written statements
[[Page 1782]]
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 inspection and copying in the
Commission's Public Reference Room. Copies of such filing also will be
available for inspection and copying at the principal office of the
MSRB. All comments received will be posted without change; the
Commission does not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-
MSRB-2005-17 and should be submitted on or before February 1, 2006.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
[FR Doc. E6-135 Filed 1-10-06; 8:45 am]
BILLING CODE 8010-01-P