we're going to make this real short we have a new filing it's occ2021007
goddamn get your slideshow going bro so the Ferris wheel can start spinning
Jesus Christ. Okay, Notice of Filing of Proposed Rule Change Concerning the Options
Clearing Corporation's Government Arrangements. Hmm clearing agency's statement of the terms of
substance in this proposed rule change. Basically the proposal changed by occ would provide occ's
board of directors with a discretion to elect either an executive chairman or non-executive
chairman what's the difference Charlie? Well executive chairman is an employee of the company
a non-executive chairman is not an employee of the company they're wanting the ability to have
both or elect either one or the other so that's basically this first one this is going to be very
easy one by the way these occ is a bunch of dicks all terms with initial capitalization that are not
otherwise defined here in you're going to look for them Charlie because we're not going to put them
in here for you you got to go look at occ's bylaws like yeah that's what i want to do f yourself
occ okay and it's filing with the commission occ included statements concerning the purpose of and
basis for the proposed rule change well that's great i mean why wouldn't you uh a lot of word
salad here okay basically an executive chairman is typically employed by the company and may work for
the company on a full-time or part-time basis an executive chairman fulfills responsibilities to
manage the board while also being more involved with management decisions and day-to-day aspects
of the company a non-executive chairman is typically not an employee of the company now it
says typically so that's not saying that it always can be just saying typically is not and focuses on
leading and supporting the board self-regulatory organizations if you don't know what that is by
now come on sros man sros registered with the commission including registry clearing agencies
employ a variety of board of director and management structures with both executive
and non-executive chairmen presiding over the board of directors of sros and it says right
here for example the national securities clearing corporation and fixed income claim corporation
have a non-executive chairman presiding over each of their respective boards of directors
article 3 section 1 of the bylaws currently require that the board be composed of nine
member directors five exchange directors five public directors and an executive chairman who
also serves as management director the board is generally responsible for advising management and
overseeing the management of business and affairs of occ the board performs its oversight role
either directly or indirectly through delegation or through delegating certain authority to its
committees to ensure that occ is managed and operated in a manner consistent with the discharge
of occ's regulatory responsibilities as a systematically important financial market utility
and that occ has the critical capabilities necessary to achieve its objectives and
obligations in a safe and efficient manner damn that was a long sentence
the board is also responsible for electing occ's executive chairman and appointing see
uh certain key officers of occ including but not limited to occ's chief executive officer chief
operating officer um god that got me every time including but not limited to occ's chief executive
officer and chief operating officer each member of occ's executive management team is ultimately
responsible for the day-to-day operations and performance of his or her applicable business area
now occ's board continually evaluates the governance arrangements at occ including the
composition of the board and senior management team occ's board and management structure have
evolved over time in response to changing business conditions and regulatory obligations as well as
to changes in personnel and the knowledge skills and experience of its various board members and
senior officers great so what does this all mean dude it's a lot of word of salad well
basically they were nice and sum this all up for me in one page basically as you all heard
before they're looking to revise the rules so that any chairman whether executive or non-executive
retains the following authority and responsibility currently given to the executive chairman
rule 505 concerning the authority to extend settlement times rule 609 concerning the authority
to waive margin deposits in limited circumstances rule 1006 f concerning the authority to use
clearing fund assets to borrow or otherwise obtain funds from third parties rule 1104
interpretation and policy concerning the authority to elect to use one or more private auctions to
liquidate collateral open positions and or exercise matured contracts of suspended clery
member and then concerning the authority rule one one one zero to appoint an appeals panel
to consider and decided appeals by suspended clearing members so what does this all mean uh
they're changing the bylaws of the occ to to either
appoint non-executive or executive why because the FICC, NSCC, and DTC all do the same thing.
They're also making sure that if the non-executive gets the capability of being a chairman
that they still retain these uh authoritative actions here
now the reason why I'm sharing this one is it is relevant because what word here do we get
brought up uh well force measure right i know i saw it here somewhere where the hell did it go
all right here force measure condition exists now you're probably asking what's force measure well
luckily I've read everything filing this year just about out of these sros and we had these come out
from each subsidiary of the DTCC being dtc ficc and the nscc relating to confidential information
market disruption events and other changes well i remember this uh like it was yesterday it wasn't
that long ago this was filed on June 25th and if we hit control f and we go to Force Majeure
that word's brought up here too now rule 60, Market Disruption and Force Majeure.
The Force Majeure rule contains provisions that identify the events or circumstances that would
be considered a market disruption event including for example events that lead to the suspension or
limitation of trading or banking in the markets in which nscc operates or the unavailability or
failure of any material payment bank transfer wire or security settlement systems under the
Force Majeure rule during the pendency of a market destruction event nscc will be entitled to suspend
the provision of or all services and two take or refrain from taking or require members and
limited members to take or refrain from taking any any actions nscc considers appropriate to address
alleviate or mitigate the event and facilitate the continuation of nscc services as may be
practicable section two of the Force Majeure rule provides that the board of directors may determine
the existence of a market disruption event and the actions to be taken in response there too
however if the board of directors is unable to convene the forced major rule provides that
certain officers may make such determination on an interim basis which determination is then ratified
modified or ascended as soon as practicable by the board of directors
the officers that may make such determination are all senior executive officers of nscc
chief executive officer chief financial officer and group chief risk officer and
general counsel now remember what we just read if we go back to this
occ has the critical capabilities necessary to achieve its objectives and obligations in a safe
and efficient manner the board is also responsible for electing occ's executive chairman and
appointing certain key officers CEO and CEO okay and those executive management team is ultimately
responsible for the day-to-day operations and performance of his or her applicable business area
so basically um the the fact that we have force major
brought up here it's kind of uh hinting at the fact that we may be using this rule soon uh
yeah so what's the Force Majeure rule? In a nutshell well it might jack your tits a little
bit and if there's any females that listen to me I'm so sorry if you find that sexually
harassing I'm not by any means never mind sorry jacket you know it's all good. Force Majeure.
Check this out! As far as law it's unforeseeable circumstances that prevent someone from fulfilling
a contract hmm irresistible compulsion of greater force basically it's uh it's greater force . It's
related to the concept of an act of god an event for which no party can be held accountable such as
a hurricane or tornado or you know moas moas act of god that's occ-007 sorry everyone it's a doozy
and by the way five-year-olds do not understand finance. So I apologize