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Federal Register / Vol. 86, No. 209 / Tuesday, November 2, 2021 / Notices
FRM to CFRO, OCC proposes updating all uses of EVPFRM within the Model Risk Management Policy to CFRO. OCC proposes updating three references to the First Vice President title within the document to Executive Director. Finally, OCC proposes to allow the CFRO to select a delegate for reviewing and approving Risk Model documentation. The purpose of this change is to allow the CFRO to select the person best suited to review and approve Risk Model documentation.
Risk Management Framework Policy OCC proposes to remove from its Risk Management Framework Policy a redundant use of the document title, the owner listed in the header as well as the revision history section. The policy owner and revision history do not constitute a rule and will continue to be reflected in an internal system of record that OCC uses to manage its policy governance. OCC believes maintaining this information in a single system of record is appropriate, efficient and will reduce the potential for confusion that could arise from maintaining this information in both the system of record and the policy. OCC also proposes to make several administrative changes to the Risk Management Framework Policy, including correcting typographical errors and updating several cross-references to other policies and procedures.

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Third-Party Risk Management Framework OCC proposes to remove from its Third-Party Risk Management Framework the owner, document type and rule-filed designation listed in the header as well as the revision history section. The policy owner, document type, rule-filed designation and revision history do not constitute a rule and will continue to be reflected in an internal system of record that OCC uses to manage its policy governance. OCC
believes maintaining this information in a single system of record is appropriate, efficient and will reduce the potential for confusion that could arise from maintaining this information in both the system of record and the policy. OCC
also proposes updating one reference to the Vice President title within the document to instead refer to Article IV
Officers of OCCs By-Laws.
Changes to the RWD Plan OCC also proposes to make corresponding changes to its RWD Plan to implement the title changes described above. This includes: Updating references to Treasurer to Chief Financial Officer; updating references
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to Vice President to Managing Directors, Executive Directors, or Executive Principals; revising reference to the members of OCCs Corporate Department to refer to members of OCCs Management Committee, rather than the title of Senior Vice President; updating references to Executive Vice PresidentFinancial Risk Management and EVPFRM to Chief Financial Risk Officer; removing references to EVP and SVP that are no longer included in titles of OCCs officers with Chief in their title; removing reference to the SVP, Corporate Communications as a direct report to the Executive Chairman as the leader of Corporate Communications now reports to the Chief External Relations Officer;
updating references to General Counsel to Chief Legal Officer and General Counsel; updating reference to VP Business Continuity to Business Continuity Department; and revising exhibits 24, 25, and 26 to reflect revisions to titles as well as reorganization of certain reporting lines.
The proposed revisions promote clarity regarding the responsibilities of OCCs officers and will help ensure that the RWD Plan accurately reflects the titles and reporting lines for OCCs staff.
2 Statutory Basis OCC believes the proposed rule change is consistent with Section 17A of the Exchange Act 14 and the rules thereunder applicable to OCC. Section 17Ab3F of the Exchange Act 15
requires, among other things, that the rules of a clearing agency be designed to promote the prompt and accurate clearance and settlement of securities transactions and, to the extent applicable, derivative agreements, contracts, and transactions and to assure the safeguarding of securities and funds which are in the custody or control of the clearing or agency or for which it is responsible. The proposed rule change is designed to align the OCC By-Laws, Rules, and Rule-Filed Policies with OCCs governance structure and otherwise enhance the accuracy, clarity, and consistency of the Rule-Filed Policies. The proposed changes would, among other things, help effectuate an organizational design process that OCC
has undertaken to enhance the effective operation of OCCs core clearance, settlement, and risk management activities. By ensuring that the OCC ByLaws, Rules, and Rule-Filed Policies accurately reflect the titles and responsibilities for OCCs officers, the
proposed changes will support the improved efficacy that this process is expected to achieve. In turn, Exchange Act Rules 17Ad22e2i and iv 16
require each covered clearing agency to establish, implement, maintain, and enforce written policies and procedures reasonably designed to provide for governance arrangements that are clear and transparent and specify clear and direct lines of responsibility. OCC
believes that the proposed revisions would help promote clear and transparent governance arrangements in OCCs By-Laws, Rules, and Rule-Filed Policies. OCC aims to achieve this by restructuring the four titles of officers who currently serve as Vice Presidents to three titles. OCC also proposes to recognize in the By-Laws the role of OCCs Chief Financial Officer instead of the roles of Treasurer or Controller to represent the structure of its Corporate Finance Department more clearly.
Additionally, OCC believes that it can avoid potential future confusion by removing from its Rule-Filed Policies information that OCC maintains in its system of record and that does not constitute substantive content of the Rule-Filed Policies. These changes involve elements of Rule-Filed Policies that are neither rules nor stated policies, practices or interpretations and removing this information from the Rule-Filed Policies will eliminate inconsistencies that could arise from maintaining it in multiple places with different approval processes. In this way, OCC believes that the proposed rule change is therefore designed, in general, to promote the prompt and accurate clearance and settlement of securities and derivatives transactions and assure the safeguarding of securities and funds which are in the custody or control of OCC or for which it is responsible in accordance with the requirements of Section 17Ab3F of the Exchange Act 17 and Rules 17Ad 22e2i and iv thereunder.18
In addition, Exchange Act Rule 17Ad 22e3ii requires that a covered clearing agency establish, implement, maintain, and enforce written policies and procedures reasonably designed to maintain a sound risk management framework for comprehensively managing legal, credit, liquidity, operational, general business, investment, custody, and other risks that arise in or are borne by the covered clearing agency, which includes plans for the recovery and orderly winddown of the covered clearing agency 16 17

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