FR 2025-01848

The document is a notice from the Securities and Exchange Commission (SEC) regarding proposed changes to the By-Laws of Miami International Securities Exchange, LLC (MIAX). These changes are aimed at restructuring some of the regulatory and governance processes within the organization and have been filed for immediate effectiveness. The SEC is soliciting public comments on these adjustments.

General Summary

The proposed amendments focus on eliminating the requirement for a Compensation Committee and a Quality of Markets Committee within MIAX's Board of Directors. Additionally, they intend to revise the processes used by the Regulatory Oversight Committee (ROC) to determine the compensation and handle personnel actions concerning the Chief Regulatory Officer (CRO) and other senior regulatory staff. The document also mentions non-substantive clarifying changes, potentially to streamline or update the existing language or structure of the By-Laws.

Significant Issues or Concerns

One primary concern is the elimination of key committees such as the Compensation and Quality of Markets Committees. These bodies generally play a vital role in ensuring oversight, fostering transparency, and maintaining checks and balances within an organization. Removing them could raise questions regarding the robustness of internal governance and accountability.

Additionally, the adjustments to ROC processes concentrate significant authority in determining compensation and personnel actions, which may lead to a potential imbalance of power. Without clear details and checks on this power, stakeholders may be concerned about reduced transparency and accountability.

The document doesn't provide explicit reasons for these changes, making it challenging to assess their necessity or potential positive or negative impacts. Furthermore, the language describing the non-substantive clarifying changes remains vague, leaving readers without a clear understanding of the specific enhancements or corrections being implemented.

The absence of detail about how the compensation of officers, other than the CRO, will be determined could bring about concerns regarding fairness and consistency. Finally, there's a mention of "MIAX Sapphire" without context, which could confuse readers as it's unclear if this is an error or an indication of another entity within the MIAX structural framework.

Public Impact

For the general public, especially those interested or invested in the operations of MIAX, these changes might lead to concerns regarding the effectiveness of governance and regulatory oversight within the organization. The removal of committees could be seen as reducing the layers of oversight, possibly affecting confidence in the organization’s operational integrity.

Impact on Stakeholders

For stakeholders within MIAX, such as employees and members, the redistribution of responsibilities and changes in governance could affect internal processes and transparency. Those whose positions or compensation might be influenced by these changes might face uncertainty or changes in their work environment and expectations.

External stakeholders, including investors and regulatory bodies, may respond critically to a perceived reduction in governance oversight or the concentration of authority in newly formed procedural structures. This might lead to heightened scrutiny or demand for further clarification on how these changes will ensure continued accountability and transparency.

In summary, while the proposed amendments aim to streamline and update organizational processes within MIAX, they could also provoke concerns about the potential diminishment of oversight and transparency. The impact on internal governance and stakeholder confidence will depend on how well these changes are implemented and communicated.