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NYSE Seeks New Independence Policy for its Board
June 7, 2012
[ by Howard Haykin ]
Proposes certain amendments to the Independence Policy of the Board of Directors of NYSE Euronext and create a new independence policy for the boards of directors of the Exchange and NYSE MKT LLC and NYSE Market Inc and NYSE Regulation Inc.
The NYSE submitted to the SEC a proposal to amend the Independence Policy of the Board of Directors of NYSE Euronext (the "NYSE Euronext Director Independence Policy") and to create a new independence policy (the "Subsidiary Director Independence Policy") for the boards of directors of the Exchange, NYSE MKT LLC ("NYSE MKT"), NYSE Market, Inc. ("NYSE Market") and NYSE Regulation, Inc. ("NYSE Regulation"). NYSE Euronext indirectly owns 100% of the equity interests of the Exchange, NYSE MKT, NYSE Market, NYSE Market and NYSE Regulation (each, a "Regulated Subsidiary").
As proposed, the rule change would include:
1. Proposed Amendments to NYSE Euronext Director Independence Policy. The NYSE Euronext Director Independence Policy would be amended to reflect the following changes: (i) a majority (as opposed to 75%) of the board of directors of NYSE Euronext (the "Board") would be required to be independent; (ii) executive officers of listed companies would no longer be prohibited from being considered independent for purposes of the Board; (iii) the "additional independence requirements" at the end of the current NYSE Euronext Director Independence Policy, which provide that executive officers of foreign private issuers, executive officers of NYSE Euronext and directors of affiliates of member organizations must together comprise no more than a minority of the total Board, would be eliminated; (iv) references to certain European regulatory authorities would be updated, because their names have changed; (v) references to NYSE Alternext US LLC and NYSE Amex LLC would refer instead to NYSE MKT LLC, because of this entity’s previous name changes; and, (vi) footnote 2 would be deleted because the NYSE Euronext Director Independence Policy would not be applicable to the Regulated Subsidiaries, each of which is proposed to have its own director independence policy.
2. Proposed Subsidiary Director Independence Policy. Currently, the independent directors of the Regulated Subsidiaries must satisfy the requirements of the NYSE Euronext Director Independence Policy. As proposed, each of these entities would have its own independence policy in the form of a Subsidiary Director Independence Policy, in lieu of the NYSE Euronext Director Independence Policy.
3. Proposed Conforming Modifications to Organizational Documents. As proposed, the Amended and Restated Bylaws of NYSE Euronext, the Amended and Restated Bylaws of NYSE Market, Inc., the Third Amended and Restated Bylaws of NYSE Regulation, Inc., the Third Amended and Restated Operating Agreement of New York Stock Exchange LLC and the Second Amended and Restated Operating Agreement of NYSE MKT LLC (collectively the "Organizational Documents") would be modified to reflect the following changes: (i) references therein to the NYSE Euronext Director Independence Policy would be modified to refer instead to the applicable Subsidiary Director Independence Policy; (ii) references therein to NYSE Alternext US LLC and NYSE Amex LLC would be amended to refer instead to NYSE MKT LLC, because of this entity’s previous name changes; and (iii) Section 3.4 of the Amended and Restated Bylaws of NYSE Euronext would be modified to provide that a majority (rather than 3/4's) of the Board members would be required to be independent.
The NYSE Rule Filing is 129 short.
For further details, you are welcome to go to: [NYSE Rule Filing 12-17, 6/6/12].

