Governance and NYPC’s Board of Directors

NYPC is organized as a Delaware limited liability company and is jointly owned in equal proportion by NYSE Euronext (NYSE) and The Depository Trust & Clearing Corporation (DTCC).

 

NYPC Board of Directors and Bios

The business and affairs of NYPC are managed by the NYPC Board of Directors. In appointing directors, individuals are selected based on their appropriate skills and qualifications, particularly with respect to risk management.

 

NYPC's Board of Directors are as follows: 

Board of Directors

MICHAEL C. BODSON, Chief Operating Officer of DTCC and Chief Operating Officer and President of three DTCC subsidiaries: The Depository Trust Company (DTC), National Securities Clearing Corporation (NSCC) and Fixed Income Clearing Corporation (FICC). See full profile »

 

MURRAY POZMANTER, Managing Director in charge of Fixed Income Product Development for The Depository Trust & Clearing Corporation (DTCC). See full profile »

 

LARRY E. THOMPSON, Managing Director and General Counsel of The Depository Trust & Clearing Corporation (DTCC). See full profile »

 

THOMAS F. CALLAHAN, Executive Vice President and Chief Executive Officer of NYSE Liffe U.S., the U.S. futures exchange of NYSE Euronext. See full profile »

 

LYNN MARTIN, Chief Operating Officer of the NYSE Liffe U.S. and Senior Vice President, NYSE Euronext. See full profile »

 

SAMUEL H. STEPHENSON, Director of Global Operations, DRW Holdings, LLC. See full profile »

 

Independent Directors

BERNARD "BERNIE" DAN, President of Sun Holdings, LLC, parent of Sun Trading, a registered U.S. broker-dealer focused on market making activities across a range of asset classes. See full profile »

 

RICHARD PRAGER, Managing Director and Global Head of BlackRock’s Trading and Capital Markets for Fixed Income. See full profile »

 

TOM WIPF, Managing Director and global head of Bank Resource Management (BRM) for Morgan Stanley. See full profile »

 

Any action, determination or judgment taken by the Board of Directors requires the affirmative vote or consent of a majority of the DTCC Directors and a majority of the NYSE Directors present and voting.  In addition, decisions involving risk management, regulatory compliance or similar decisions require the approval of a majority of the NYSE Directors, a majority of the DTCC Directors and a majority of the Independent Directors present and voting.

 

If the Directors are unable to reach agreement regarding a matter before the Board of Directors, the NYPC LLC Agreement sets forth a series of steps that may be undertaken to resolve the matter, including the submission of the matter to the Chief Executive Officers of NYSE and DTCC and, if still not resolved thereafter, to non-binding mediation by the Independent Directors.

 

 

NYPC Board Committees

NYPC has three Board Committees:  the Executive Committee, the Risk Committee and the Regulatory Oversight and Audit Committee.

 

Executive Committee

The Executive Committee is comprised of a member from DTCC and NYSE Euronext.  The Executive Committee is empowered to exercise all authorities of the Board of Directors in the event that an emergency or other time-sensitive matter arises and it is not practicable to assemble the entire Board of Directors, or if applicable, the Risk Committee or the Regulatory Oversight and Audit Committee.  The Chairman of the Committee shall report to the Board of Directors on any actions taken by the Executive Committee for ratification by the Board of Directors. 

 

Risk Committee

The Risk Committee is composed of not less than 5 members (including the Chairman of the Committee), and the majority of the members and the Chairman of the Committee are required to be Independent Directors.  The Risk Committee is responsible for providing oversight of NYPC’s assessment and management of risk, including credit, market, liquidity, operational, systemic and reputational risk.  In such capacity, the Risk Committee reviews and approves NYPC’s risk management policies, provides oversight for informational technology security and risk, and reviews systems, processes, structures and personnel responsible for finance and risk functions. 

 

Regulatory Oversight and Audit Committee

The Regulatory Oversight and Audit Committee is composed of not less than 5 members (including the Chairman of the Committee).  Three of the members are Independent Directors.  The Regulatory Oversight and Audit Committee is responsible for overseeing the regulatory compliance and audit functions of NYPC, including:

  • providing independent oversight of core regulatory functions and trends, including financial surveillance;
  • overseeing the relationship of NYPC with regulatory authorities having jurisdiction over it;
  • assisting the Board of Directors in minimizing potential conflicts of interests of NYPC to allow NYPC to administer effectively its self-regulatory obligations;
  • ensuring that core regulatory functions are administered in a manner that is fair and impartial to all NYPC Clearing Members;
  • providing oversight of the integrity of NYPC’s internal controls and financial statements; and
  • providing oversight of the performance of the internal audit function and the effectiveness of NYPC’s processes for monitoring compliance with applicable laws, regulations and the NYPC Code of Ethics and Business Conduct.
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Risk Advisory Committee

The Board of Directors has also established a Risk Advisory Committee.  The members of the Risk Advisory Committee are appointed by the Board of Directors, in consultation with the Chief Executive Officer and Chief Risk Officer, and shall be comprised of not less than 5 members (including the Chairman of the Committee) who are not affiliated with NYPC or members of the Board of Directors.  Members of the Risk Advisory Committee shall include representatives of Clearing Members and market participants who have experience in the management of the risks associated with the trading and/or clearing of interest rate instruments, including futures contracts and options on futures contracts.