Interim Final Rule with Request for Public Comment on Section 12(i) of the Securities Exchange Act

Federal Reserve Bank Of Dallas

Informations

• Publié par: Ziom
• Nombre de lectures: 21
• Langue: English

Extrait

Federal Reserve Bank
ll★K
of Dallas
DALLAS, TEXAS
October 2, 2002 75265-5906
Notice 02-52
TO: The Chief Executive Officer of each
financial institution and others concerned
in the Eleventh Federal Reserve District
SUBJECT
Interim Final Rule with Request for
Public Comment on Section 12(i) of the Securities Exchange Act of 1934
DETAILS
The Board of Governors of the Federal Reserve System has modified its regulations
implementing section 12(i) of the Securities Exchange Act of 1934. These amendments
•R eflect the amendments made to section 12(i) by the Sarbanes-Oxley Act of 2002
and
•V est the Board with the authority to administer and enforce several of the en-
hanced reporting, disclosure, and corporate governance obligations imposed by
the Sarbanes-Oxley Act regarding state member banks that have a class of securi-
ties registered under the Securities Exchange Act of 1934.
Because some of the relevant provisions of the Sarbanes-Oxley Act to be adminis-
tered by the Board are effective already, or will become effective shortly, the Board has adopted
the rule on an interim basis and made the rule effective immediately. The Board requests com-
ment on all aspects of the interim rule and will modify the rule as appropriate in light of the
comments received.
The Board must receive comments by October 15, 2002. Please address comments to
Jennifer J. Johnson, Secretary, Board of Governors of the Federal Reserve System, 20th Street
and Constitution Avenue, N.W., Washington, DC 20551. Also, you may mail comments elec-
tronically to [e-mail]. All comments should refer to Docket No.
R-1129.
For additional copies, bankers and others are encouraged to use one of the following toll-free numbers in contacting the Federal
Reserve Bank of Dallas: Dallas Office [phone]; El Paso Branch Intrastate [phone], Interstate [phone];
Houston Branch Intrastate [phone], Interstate [phone]; San Antonio Branch Intrastate [phone].- 2 -
AT TACHMENT
A copy of the Board’s notice as it appears on pages 57938–41, Vol. 67, No. 178 of the
Federal Register dated September 13, 2002, is attached.
MORE INFORMATION
For more information, please contact Daniel Kirkland, Banking Supervision Depart-
ment, [phone]. Paper copies of this notice or previous Federal Reserve Bank notices can
be printed from our web site at http://www.dallasfed.org/banking/notices/index.html.Friday
September 13, 2002
Board of Governors of the
Federal Reserve System
Interim Final Rule with Request for Public
Comment on Section 12(i) of the Securities
Exchange Act of 1934
Docket No. R-1129
Interim final rule with request for comments
Federal Register57938 Federal Register/Vol. 67, No. 178/Friday, September 13, 2002/Rules and Regulations
requests comment on all aspects of the Exchange Act, but requires registered
interim rule, and will modify the rule as banks to file any reports or forms
appropriate in light of the comments required by such regulations with the
received. Board (rather than the SEC) and
substitutes the ‘‘Board’’ for the ‘‘SEC’’
DATES: The interim rule is effective on
each place that term appears in the September 13, 2002. Comments on the
SEC’s rules and forms.rule must be received by October 15,
2002. Description of Interim Rule
ADDRESSES: Comments should refer to On July 30, 2002, President Bush
Docket No. R–1129, and should be signed into law the Sarbanes-Oxley Act
mailed to Ms. Jennifer J. Johnson, of 2002 (occasionally referred to
2Secretary, Board of Governors of the hereafter as the ‘‘Act’’). Titles III and IV
Federal Reserve System, 20th Street and of the Sarbanes-Oxley Act include a
Constitution Avenue, NW., Washington, number of provisions that are designed
DC 20551 or mailed electronically to to improve the corporate governance
[e-mail]. and financial disclosures of issuers that
Comments addressed to Ms. Johnson have a class of securities registered
also may be delivered to the Board’s under sections 12(b) or 12(g) of the
mail facility in the west courtyard of the Exchange Act, or that are required to file
Eccles Building, located on 21st Street periodic reports with the SEC under
between Constitution Avenue and C section 15(d) of the Exchange Act
Street, NW. Members of the public may (public issuers).
The Sarbanes-Oxley Act also inspect comments in Room MP–500 of
amended section 12(i) of the Exchange the Martin Building, between 9 a.m. and
Act to vest the Board with the authority 5 p.m. weekdays, in accordance with
to administer and enforce several of the the Board’s Rules Regarding the
Act’s new corporate governance and Availability of Information (12 CFR part
disclosure requirements with respect to 261).
3registered banks. In particular, this FOR FURTHER INFORMATION CONTACT:
amendment provides that the Board Kieran J. Fallon, Senior Counsel (202–
shall be the appropriate agency to 452–5270), or Walter R. McEwen,
administer and enforce the following Counsel (202–452–3321), Legal
sections of the Act with respect to FEDERAL RESERVE SYSTEM Division; Terrill Garrison, Supervisory
registered banks. (The effective date of Financial Analyst (202–452–2712),
the relevant section, as well as any 12 CFR Part 208 Division of Banking Supervision and
required timeframe for the SEC to adopt Regulation. Users of [Regulation H; Docket No. R–1129] implementing rules, are indicated Telecommunication Device for Deaf
parenthetically.)(TTD) only, call (202) 263–4869.Reporting and Disclosure
• Section 301, which establishes
Requirements for State Member Banks SUPPLEMENTARY INFORMATION:
certain oversight, independence,
With Securities Registered Under the
Background funding and other requirements for the
Securities Exchange Act of 1934
audit committees of public issuers, and Section 12(i) of the Securities
AGENCY: Board of Governors of the requires the SEC to issue rules that Exchange Act (15 U.S.C. 78l(i))
Federal Reserve System. prohibit any national securities (Exchange Act) vests the Board with the
exchange or national securities ACTION: Interim final rule with request authority to administer and enforce the
association from listing the securities of for public comment. disclosure and reporting requirements
an issuer that fails to comply with these of sections 12, 13, 14(a), 14(c), 14(d), SUMMARY: The Board has modified its audit committee requirements. (The SEC 14(f) and 16 of the Exchange Act with regulations implementing section 12(i) must adopt rules implementing the respect to state member banks that have of the Securities Exchange Act of 1934 4listing prohibition by April 26, 2003.)a class of securities registered under to reflect the amendments made to • Section 302, which mandates that
section 12(b) or 12(g) of the Exchange section 12(i) by the Sarbanes-Oxley Act the SEC adopt rules that require the
1Act (registered banks). Section 208.36 of 2002. These amendments vest the principal executive officer(s) and
of the Board’s Regulation H (12 CFR part Board with the authority to administer principal financial officer(s) of public
208.36) implements the reporting and and enforce several of the enhanced issuers to include certain certifications
disclosure provisions of sections 12, 13, reporting, disclosure and corporate in the issuer’s annual and quarterly
14(a), 14(c), 14(d), 14(f) and 16 of the governance obligations imposed by the reports filed under the Exchange Act.
Exchange Act for registered banks. As a Sarbanes-Oxley Act with respect to state (The SEC issued final rules
general matter, Regulation H requires member banks that have a class of implementing this section on August 28,
registered banks to comply with the securities registered under the 52002.)
rules, regulations and forms adopted by Securities Exchange Act of 1934.
the Securities and Exchange Because some of the relevant provisions 2 Pub. L. 102–204 (2002).
Commission (SEC) under sections 12, 3of the Sarbanes-Oxley Act to be See Sarbanes-Oxley Act at § 3(b)(4) (amending
13, 14(a), 14(c), 14(d), 14(f) and 16 of the 15 U.S.C. 78l(i)).administered by the Board are effective
4 These audit committee and listing requirements already, or will become effective
1 were enacted as a new subsection (m) to section As of June 30, 2002, 19 state member banks had shortly, the Board has adopted the rule 10A of the Exchange Act. See 15 U.S.C. 78f(m).a class of securities registered under sections 12(b)
on an interim basis and made the rule 5or 12(g) of the Exchange Act and, thus, are See Exchange Act Rel. No. 34–46427 (Aug. 28,
effective immediately. The Board considered registered banks. 2002), available at http://www.sec.gov/rules/
VerDate Sep<04>2002 17:02 Sep 12, 2002 Jkt 197001 PO 00000 Frm 00002 Fmt 4700 Sfmt 4700 E:\FR\FM\13SER1.SGM 13SER1Federal Register/Vol. 67, No. 178/Friday, September 13, 2002/Rules and Regulations 57939
7• Section 303, which requires the or 15(d) of the Exchange Act to include Sarbanes-Oxley Act. If the rules or
SEC to issue rules prohibiting the certain statements and assessments forms issued by the SEC under these
officers and directors of public issuers, related to the issuer’s internal control sections require issuers to file
and persons acting under their structures and procedures for financial documents with the SEC