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jbell on DSKJLSW7X2PROD with NOTICES2

Federal Register / Vol. 86, No. 152 / Wednesday, August 11, 2021 / Notices transmitted to the Operating Committee or any subcommittee, as well as discussions occurring at a meeting of the Operating Committee or any subcommittee.
ii This Policy applies to all Covered Persons. All Covered Persons must adhere to the principles set out in this Policy and all Covered Persons that are natural persons may not receive Company data and information until they affirm in writing that they have read this Policy and undertake to abide by its terms.
iii Covered Persons may not disclose Restricted, Highly Confidential, or Confidential information except as consistent with this Policy and directed by the Operating Committee.
iv The Administrator and Processors will establish written confidential information policies that provide for the protection of information under their control and the control of their Agents, including policies and procedures that provide systemic controls for classifying, declassifying, redacting, aggregating, anonymizing, and safeguarding information, that is in addition to, and not less than, the protection afforded herein. Such policies will be reviewed and approved by the Operating Committee pursuant to Section 4.3, publicly posted, and made available to the Operating Committee for review and approval every two years thereafter or when changes are made, whichever is sooner.
v Information will be classified solely based on its content.
b Procedures.
i General A The Administrator and Processors will be the custodians of all documents discussed by the Operating Committee and will be responsible for maintaining the classification of such documents pursuant to this Policy.
B The Administrator may, under delegated authority, designate documents as Restricted, Highly Confidential, or Confidential, which will be determinative unless altered by an affirmative vote of the Operating Committee pursuant to Section 4.3.
C The Administrator will ensure that all Restricted, Highly Confidential, or Confidential documents are properly labeled and, if applicable, electronically safeguarded.
D All contracts between the Company and its Agents shall require Company information to be treated as Confidential Information that may not be disclosed to third parties, except as necessary to effect the terms of the contract or as required by law, and shall incorporate the terms of this Policy, or terms that are substantially equivalent or more restrictive, into the contract.
ii Procedures Concerning Restricted Information. Except as provided below, Covered Persons in possession of Restricted Information are prohibited from disclosing it to others, including Agents. This prohibition does not apply to disclosures to the staff of the SEC or as otherwise required by Applicable Law, or to other Covered Persons as expressly provided for by this Policy.
Restricted Information will be kept in confidence by the Administrator and Processors and will not be disclosed to the Operating Committee or any subcommittee
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thereof, or during Executive Session, except as follows:
A If the Administrator determines that it is appropriate to share a customers financial information with the Operating Committee or a subcommittee thereof, the Administrator will first anonymize the information by redacting the customers name and any other information that may lead to the identification of the customer.
B The Administrator may disclose the identity of a customer that is the subject of Restricted Information in Executive Session only if the Administrator determines in good faith that it is necessary to disclose the customers identity in order to obtain input or feedback from the Operating Committee or a subcommittee thereof about a matter of importance to the Company. In such an event, the Administrator will change the designation of the information at issue from Restricted Information to Highly Confidential Information, and its use will be governed by the procedures for Highly Confidential Information in subparagraph iii below.
C If it determines that doing so is in furtherance of the interests of the Plan, the Operating Committee may authorize the disclosure of specified Restricted Information to specific Covered Persons or third parties.
Covered Persons and third parties authorized by the Operating Committee that receive or have access to Restricted Information must segregate the information, retain it in confidence, and use it only in a manner consistent with the terms of this policy.
Authorization shall be on a case-by-case basis, unless the Operating Committee grants standing approval to disclose specified recurring information to specific Covered Persons.
iii Procedures Concerning Highly Confidential Information A Disclosure of Highly Confidential Information:
1 Highly Confidential Information may be disclosed in Executive Session of the Operating Committee or to the subcommittee established pursuant to Section 4.7c.
Covered Persons in possession of Highly Confidential Information are prohibited from disclosing it to others, including Agents, except to other Covered Persons who need the Highly Confidential Information to fulfill their responsibilities to the Companyas provided below. This prohibition does not apply to disclosures to the staff of the SEC
or as otherwise required by law such as those required to receive the information to ensure the Member complies with its regulatory obligations, or to other Covered Persons authorized to receive it.
2 Highly Confidential Information may be disclosed, as required by Applicable Law.
3 Highly Confidential Information may be disclosed to the staff of the SEC, unless it is protected by the Attorney-Client Privilege or the Work Product Doctrine. Any disclosure of Highly Confidential Information to the staff of the SEC will be accompanied by a FOIA
Confidential Treatment request.
4 SRO Voting Representatives may share the following types of Highly Confidential Information with officers of their Member SRO who have direct or supervisory
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responsibility for the SROs participation in the Companyor with Agents for that Memberprovided that such information may not be used in the development, modeling, pricing, licensing, or sale of PDP:
Information regarding the Companys contract negotiations with the Processors or Administrator; communications with, and work-product of, counsel to the Company;
and information concerning personnel matters that affect the employees of the SRO
or of the Company. Each SRO Voting Representative that shares Highly Confidential Information pursuant to this subparagraph 4 shall maintain a log reflecting each instance of such sharing, including the information shared, the persons receiving the information, and the date the information was shared. Covered Persons who receive or have access to Highly Confidential Information pursuant to this subparagraph 4 must segregate the information, retain it in confidence, and use it only in a manner consistent with the terms of this policy.
5 The Operating Committee may authorize the disclosure of specified Highly Confidential Information to specific third parties acting as Agents of the Company.
Third parties authorized by the Operating Committee that receive or have access to Highly Confidential Information must segregate the information, retain it in confidence, and use it only in a manner consistent with the goals of this policy.
Authorization shall be on a case-by-case basis, unless the Operating Committee grants standing approval to allow disclosure of specified recurring information to specific third parties.
36 Apart from the foregoing, the Operating Committee has no power to authorize any other disclosure of Highly Confidential Information.
B In the event that a Covered Person is determined by an affirmative vote of the Operating Committee pursuant to this Policy to have disclosed Highly Confidential Information, the Operating Committee will determine the appropriate remedy for the breach based on the facts and circumstances of the event. For an SRO Voting Representative or Member Observer, remedies include a letter of complaint submitted to the SEC, which may be made public by the Operating Committee. For a Non-SRO Voting Representative, remedies include removal of that Non-SRO Voting Representative.
iv Procedures Concerning Confidential Information A Confidential Information may be disclosed during a meeting of the Operating Committee or any subcommittee thereof.
Additionally, a Covered Person may disclose Confidential Information only to other persons who need to allow such other personsreceive such information to fulfill their responsibilities to the CompanyPlan, including oversight of the Plan. The recipient must segregate the information, retain it in confidence, and use it only in a manner consistent with the terms of this policy. A
Covered Person also may disclose Confidential Information to the staff of the SEC, as authorized by the Operating
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