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Federal Register / Vol. 86, No. 152 / Wednesday, August 11, 2021 / Notices examinations, or findings; and 2 other discrete legal matters approved by the Operating Committee.
d All subcommittees shall prepare minutes of all meetings and make those minutes available to all members of the Operating Committee. In the case of the legal subcommittee, those minutes shall include i attendance at the meeting; ii the subject matter of each item discussed; iii the rationale for referring the matter to the legal subcommittee; iv the privilege or privileges claimed with respect to that item; and v for each matter, if applicable, the basis on which the matter was determined to exclusively affect the SROs.
Section 4.8 Officers.
a In addition to the Chair and Secretary, the MembersExcept as provided in Section 4.4e, the Operating Committee may but need not, from time to time, designate and appoint one or more persons as an Officer of the Company by a majority vote of the Members. Other than the Chair, no Officer need be a Voting Representative. Any Officers so designated shall have such authority and perform such duties as the MembersOperating Committee may, from time to time, delegate to them. Any such delegation may be revoked at any time by a majority vote of the Members in their sole discretion. The Membersthe Operating Committee. The Operating Committee may assign titles to particular Officers. Each Officer shall hold office until such Officers successor shall be duly designated or until such Officers death, resignation, or removal as provided in this Agreement. Any number of offices may be held by the same individual. Officers shall not be entitled to receive salary or other compensation, unless approved by the Members by a majority voteOperating Committee.
b Any Officer may resign at any time.
Such resignation shall be made in writing and shall take effect at the time specified in the notice, or if no time be specified, at the time of its receipt by the MembersOperating Committee. The acceptance of a resignation shall not be necessary to make it effective.
c Any Officer may be removed at any time upon the majority vote of the Membersby the Operating Committee.

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Section 4.9 Commission Access to Information and Records.
Nothing in this Agreement shall be interpreted to limit or impede the rights of the Commission to access information and records of the Company or any of the Members including their employees pursuant to U.S. federal securities laws and the rules and regulations promulgated thereunder.
Section 4.10 Disclosure of Potential Conflicts of Interest; Recusal.
a Disclosure Requirements. The Members including any Member Observers, the Processors, the Administrator, the Non-SRO
Voting Representatives, and each service provider or subcontractor engaged in Company business including the audit of Subscribers data usage that has access to Restricted or Highly Confidential information for purposes of this section, Disclosing
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Parties shall complete the applicable questionnaire to provide the required disclosures set forth in subsection c below to disclose all material facts necessary to identify potential conflicts of interest. The Operating Committee, a Member, Processors, or Administrator may not use a service provider or subcontractor on Company business unless that service provider or subcontractor has agreed in writing to provide the disclosures required by this section and has submitted completed disclosures to the Administrator prior to starting work. If state laws, rules, or regulations, or applicable professional ethics rules or standards of conduct, would act to restrict or prohibit a Disclosing Party from making any particular required disclosure, a Disclosing Party shall refer to such law, rule, regulation, or professional ethics rule or standard and include in response to that disclosure the basis for its inability to provide a complete response. This does not relieve the Disclosing Party from disclosing any information it is not restricted from providing.
i A potential conflict of interest may exist when personal, business, financial, or employment relationships could be perceived by a reasonable objective observer to affect the ability of a person to be impartial.
ii Updates to Disclosures. Following a material change in the information disclosed pursuant to Section 4.10a, a Disclosing Party shall promptly update its disclosures.
Additionally, a Disclosing Party shall update annually any inaccurate information prior to the Operating Committees first quarterly meeting of a calendar year.
iii Public Dissemination of Disclosures.
The Disclosing Parties shall provide the Administrator with its disclosures and any required updates. The Administrator shall ensure that the disclosures are promptly posted to the Companys website.
iv The Company will arrange for Disclosing Parties that are not Members or Non-SRO Voting Representatives to comply with the required disclosures and recusals under this Section 4.10 and Exhibit B in their respective agreements with either the Company, a Member, the Administrator, or the Processors.
b Recusal.
i A Disclosing Party that is a Member may not appoint as its Voting Representative, alternate SRO Voting Representative, or Member Observer, a person that is responsible for or involved with the procurement for, or development, modeling, pricing, licensing, or sale of, PDP offered to customers of the CT Feeds if the person has a financial interest including compensation that is tied directly to the Disclosing Partys market data business or the procurement of market data and if that compensation would cause a reasonable objective observer to expect the compensation to affect the impartiality of the representative.
ii A Disclosing Party including its representatives, employees, and agents will be recused from participating in Company activities if it has not submitted a required disclosure form or the Operating Committee votes that its disclosure form is materially
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deficient. The recusal will be in effect until the Disclosing Party submits a sufficiently complete disclosure form to the Administrator.
iii A Disclosing Party, including its representatives, and its Affiliates and their representatives, are recused from voting on matters in which it or its Affiliate i is seeking a position or contract with the Company or ii have a position or contract with the Company and whose performance is being evaluated by the Company.
iv All recusals, including a persons determination of whether to voluntarily recuse himself or herself, shall be reflected in the meeting minutes.
c Required Disclosures. As part of the disclosure regime, the Members, the Processors, the Administrator, Non-SRO
Voting Representatives, and service providers and subcontractors must respond to questions that are tailored to elicit responses that disclose the potential conflicts of interest as set forth in Exhibit B.
d If the Commissions approval order of the conflicts of interest policies filed by the CQ Plan, CTA Plan, or UTP Plan is stayed or overturned by a Governmental Authority, the requirements of this Section 4.10 and Exhibit B shall not apply.
Section 4.11

Confidentiality Policy.

a The Members and Non-SRO Voting RepresentativesAll Covered Persons are subject to the Confidentiality Policy set forth in Exhibit C to the Plan. The Company will arrange for Covered Persons that are not MembersSRO Voting Representatives, Member Observers, or Non-SRO Voting Representatives to comply with the Confidentiality Policy under their respective agreements with either the Company, a Member, the Administrator, or the Processors.
b If the Commissions approval order of the confidentiality policy filed by the CQ
Plan, CTA Plan, or UTP Plan is stayed or overturned by a Governmental Authority, the requirements of this Section 4.11 and Exhibit C shall not apply.
Article V.
THE PROCESSORS; INFORMATION;
INDEMNIFICATION
Section 5.1 General Functions of the Processors.
Subject to the general direction of the Operating Committee, as more fully set forth in the agreement to be entered into between the Company and the Processors the Processor Services Agreements, the Company shall require the Processors to perform certain processing functions on behalf of the Company. Among other things, the Company shall require the Processors to collect from the Members, and consolidate and disseminate to Vendors and Subscribers, Transaction Reports and Quotation Information in Eligible Securities in a manner designed to assure the prompt, accurate, and reliable collection, processing, and dissemination of information with respect to all Eligible Securities in a fair and non-discriminatory manner.

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