DTCC Governance Larry Thompson, Managing Director and General Counsel October 8, 2007 DTCC Confidential DTCC Corporate Structure The Depository Trust & Clearing Corporation (DTCC) National Securities Clearing Corporation (NSCC) The.
Download ReportTranscript DTCC Governance Larry Thompson, Managing Director and General Counsel October 8, 2007 DTCC Confidential DTCC Corporate Structure The Depository Trust & Clearing Corporation (DTCC) National Securities Clearing Corporation (NSCC) The.
Slide 1
DTCC Governance
Larry Thompson, Managing Director and General Counsel
October 8, 2007
DTCC Confidential
DTCC Corporate Structure
The Depository Trust & Clearing Corporation
(DTCC)
National Securities
Clearing Corporation
(NSCC)
The Depository Trust
Company
(DTC)
DERIV/SERV
Fixed Income
Clearing Corporation
(FICC)
Government Securities
Division
(GSD)
EuroCCP
DTC
Solutions
LLC
Mortgage Backed
Securities Division
(MBSD)
DTCC
Thomson Financial
50%
50%
Omgeo
DTCC Confidential
Corporate Structure and
Governance
• DTCC – holding company for registered clearing agency
and non-clearing agency subsidiaries
• Clearing agencies
– Functions requiring registration as a clearing agency
– Comprehensive regulation: rules changes subject to
publication for comment and approval by SEC
– Non-clearing agency subsidiaries
• Separate entities for legal and regulatory purposes
DTCC Confidential
Corporate Structure and
Governance
• Regulatory status of DTCC, the holding company
• Exchange Act requirement for “fair representation” of clearing
agency users – implementation in allocation of rights/
obligations to purchase shares and right of shareholders to
vote in election of directors
• 2006 changes in common share ownership
DTCC Confidential
Board Committee Structure
DTCC/DTC/NSCC/FICC
Board of Directors
Compliance and
Operational Risk
Management
Committee
Executive
Committee
Audit
Committee
Compensation/
HR Committee
Market and
Credit Risk
Management
Committee
Note: Audit, Compensation and
Governance Committees all must be
composed of “independent” members.
DTCC Confidential
(Proposed) Core
Services
Operations and
Planning
Committee
Governance
Committee
OTC Derivatives
Operations and
Planning
Committee
(Proposed)
International Services
Operations and
Planning Committee
Board And Committee Structure
• Board size
• Two directors selected by DTCC preferred
shareholders (NYSE and NASD)
• Remaining directors elected by common
shareholders; slate includes two management
directors
• DTCC directors elected as directors of DTC,
NSCC and FICC; Omgeo has its own
management and Board of Directors
DTCC Confidential
Board And Committee
Structure
• Board committees
– Roles of Audit, Compliance and Operational Risk
Management and Credit and Market Risk Management
Committees
– Fair representation – implementation in selection of
non-director members of certain committees
– Other qualifications of non-director committee
members
DTCC Confidential
Slide 2
DTCC Governance
Larry Thompson, Managing Director and General Counsel
October 8, 2007
DTCC Confidential
DTCC Corporate Structure
The Depository Trust & Clearing Corporation
(DTCC)
National Securities
Clearing Corporation
(NSCC)
The Depository Trust
Company
(DTC)
DERIV/SERV
Fixed Income
Clearing Corporation
(FICC)
Government Securities
Division
(GSD)
EuroCCP
DTC
Solutions
LLC
Mortgage Backed
Securities Division
(MBSD)
DTCC
Thomson Financial
50%
50%
Omgeo
DTCC Confidential
Corporate Structure and
Governance
• DTCC – holding company for registered clearing agency
and non-clearing agency subsidiaries
• Clearing agencies
– Functions requiring registration as a clearing agency
– Comprehensive regulation: rules changes subject to
publication for comment and approval by SEC
– Non-clearing agency subsidiaries
• Separate entities for legal and regulatory purposes
DTCC Confidential
Corporate Structure and
Governance
• Regulatory status of DTCC, the holding company
• Exchange Act requirement for “fair representation” of clearing
agency users – implementation in allocation of rights/
obligations to purchase shares and right of shareholders to
vote in election of directors
• 2006 changes in common share ownership
DTCC Confidential
Board Committee Structure
DTCC/DTC/NSCC/FICC
Board of Directors
Compliance and
Operational Risk
Management
Committee
Executive
Committee
Audit
Committee
Compensation/
HR Committee
Market and
Credit Risk
Management
Committee
Note: Audit, Compensation and
Governance Committees all must be
composed of “independent” members.
DTCC Confidential
(Proposed) Core
Services
Operations and
Planning
Committee
Governance
Committee
OTC Derivatives
Operations and
Planning
Committee
(Proposed)
International Services
Operations and
Planning Committee
Board And Committee Structure
• Board size
• Two directors selected by DTCC preferred
shareholders (NYSE and NASD)
• Remaining directors elected by common
shareholders; slate includes two management
directors
• DTCC directors elected as directors of DTC,
NSCC and FICC; Omgeo has its own
management and Board of Directors
DTCC Confidential
Board And Committee
Structure
• Board committees
– Roles of Audit, Compliance and Operational Risk
Management and Credit and Market Risk Management
Committees
– Fair representation – implementation in selection of
non-director members of certain committees
– Other qualifications of non-director committee
members
DTCC Confidential
Slide 3
DTCC Governance
Larry Thompson, Managing Director and General Counsel
October 8, 2007
DTCC Confidential
DTCC Corporate Structure
The Depository Trust & Clearing Corporation
(DTCC)
National Securities
Clearing Corporation
(NSCC)
The Depository Trust
Company
(DTC)
DERIV/SERV
Fixed Income
Clearing Corporation
(FICC)
Government Securities
Division
(GSD)
EuroCCP
DTC
Solutions
LLC
Mortgage Backed
Securities Division
(MBSD)
DTCC
Thomson Financial
50%
50%
Omgeo
DTCC Confidential
Corporate Structure and
Governance
• DTCC – holding company for registered clearing agency
and non-clearing agency subsidiaries
• Clearing agencies
– Functions requiring registration as a clearing agency
– Comprehensive regulation: rules changes subject to
publication for comment and approval by SEC
– Non-clearing agency subsidiaries
• Separate entities for legal and regulatory purposes
DTCC Confidential
Corporate Structure and
Governance
• Regulatory status of DTCC, the holding company
• Exchange Act requirement for “fair representation” of clearing
agency users – implementation in allocation of rights/
obligations to purchase shares and right of shareholders to
vote in election of directors
• 2006 changes in common share ownership
DTCC Confidential
Board Committee Structure
DTCC/DTC/NSCC/FICC
Board of Directors
Compliance and
Operational Risk
Management
Committee
Executive
Committee
Audit
Committee
Compensation/
HR Committee
Market and
Credit Risk
Management
Committee
Note: Audit, Compensation and
Governance Committees all must be
composed of “independent” members.
DTCC Confidential
(Proposed) Core
Services
Operations and
Planning
Committee
Governance
Committee
OTC Derivatives
Operations and
Planning
Committee
(Proposed)
International Services
Operations and
Planning Committee
Board And Committee Structure
• Board size
• Two directors selected by DTCC preferred
shareholders (NYSE and NASD)
• Remaining directors elected by common
shareholders; slate includes two management
directors
• DTCC directors elected as directors of DTC,
NSCC and FICC; Omgeo has its own
management and Board of Directors
DTCC Confidential
Board And Committee
Structure
• Board committees
– Roles of Audit, Compliance and Operational Risk
Management and Credit and Market Risk Management
Committees
– Fair representation – implementation in selection of
non-director members of certain committees
– Other qualifications of non-director committee
members
DTCC Confidential
Slide 4
DTCC Governance
Larry Thompson, Managing Director and General Counsel
October 8, 2007
DTCC Confidential
DTCC Corporate Structure
The Depository Trust & Clearing Corporation
(DTCC)
National Securities
Clearing Corporation
(NSCC)
The Depository Trust
Company
(DTC)
DERIV/SERV
Fixed Income
Clearing Corporation
(FICC)
Government Securities
Division
(GSD)
EuroCCP
DTC
Solutions
LLC
Mortgage Backed
Securities Division
(MBSD)
DTCC
Thomson Financial
50%
50%
Omgeo
DTCC Confidential
Corporate Structure and
Governance
• DTCC – holding company for registered clearing agency
and non-clearing agency subsidiaries
• Clearing agencies
– Functions requiring registration as a clearing agency
– Comprehensive regulation: rules changes subject to
publication for comment and approval by SEC
– Non-clearing agency subsidiaries
• Separate entities for legal and regulatory purposes
DTCC Confidential
Corporate Structure and
Governance
• Regulatory status of DTCC, the holding company
• Exchange Act requirement for “fair representation” of clearing
agency users – implementation in allocation of rights/
obligations to purchase shares and right of shareholders to
vote in election of directors
• 2006 changes in common share ownership
DTCC Confidential
Board Committee Structure
DTCC/DTC/NSCC/FICC
Board of Directors
Compliance and
Operational Risk
Management
Committee
Executive
Committee
Audit
Committee
Compensation/
HR Committee
Market and
Credit Risk
Management
Committee
Note: Audit, Compensation and
Governance Committees all must be
composed of “independent” members.
DTCC Confidential
(Proposed) Core
Services
Operations and
Planning
Committee
Governance
Committee
OTC Derivatives
Operations and
Planning
Committee
(Proposed)
International Services
Operations and
Planning Committee
Board And Committee Structure
• Board size
• Two directors selected by DTCC preferred
shareholders (NYSE and NASD)
• Remaining directors elected by common
shareholders; slate includes two management
directors
• DTCC directors elected as directors of DTC,
NSCC and FICC; Omgeo has its own
management and Board of Directors
DTCC Confidential
Board And Committee
Structure
• Board committees
– Roles of Audit, Compliance and Operational Risk
Management and Credit and Market Risk Management
Committees
– Fair representation – implementation in selection of
non-director members of certain committees
– Other qualifications of non-director committee
members
DTCC Confidential
Slide 5
DTCC Governance
Larry Thompson, Managing Director and General Counsel
October 8, 2007
DTCC Confidential
DTCC Corporate Structure
The Depository Trust & Clearing Corporation
(DTCC)
National Securities
Clearing Corporation
(NSCC)
The Depository Trust
Company
(DTC)
DERIV/SERV
Fixed Income
Clearing Corporation
(FICC)
Government Securities
Division
(GSD)
EuroCCP
DTC
Solutions
LLC
Mortgage Backed
Securities Division
(MBSD)
DTCC
Thomson Financial
50%
50%
Omgeo
DTCC Confidential
Corporate Structure and
Governance
• DTCC – holding company for registered clearing agency
and non-clearing agency subsidiaries
• Clearing agencies
– Functions requiring registration as a clearing agency
– Comprehensive regulation: rules changes subject to
publication for comment and approval by SEC
– Non-clearing agency subsidiaries
• Separate entities for legal and regulatory purposes
DTCC Confidential
Corporate Structure and
Governance
• Regulatory status of DTCC, the holding company
• Exchange Act requirement for “fair representation” of clearing
agency users – implementation in allocation of rights/
obligations to purchase shares and right of shareholders to
vote in election of directors
• 2006 changes in common share ownership
DTCC Confidential
Board Committee Structure
DTCC/DTC/NSCC/FICC
Board of Directors
Compliance and
Operational Risk
Management
Committee
Executive
Committee
Audit
Committee
Compensation/
HR Committee
Market and
Credit Risk
Management
Committee
Note: Audit, Compensation and
Governance Committees all must be
composed of “independent” members.
DTCC Confidential
(Proposed) Core
Services
Operations and
Planning
Committee
Governance
Committee
OTC Derivatives
Operations and
Planning
Committee
(Proposed)
International Services
Operations and
Planning Committee
Board And Committee Structure
• Board size
• Two directors selected by DTCC preferred
shareholders (NYSE and NASD)
• Remaining directors elected by common
shareholders; slate includes two management
directors
• DTCC directors elected as directors of DTC,
NSCC and FICC; Omgeo has its own
management and Board of Directors
DTCC Confidential
Board And Committee
Structure
• Board committees
– Roles of Audit, Compliance and Operational Risk
Management and Credit and Market Risk Management
Committees
– Fair representation – implementation in selection of
non-director members of certain committees
– Other qualifications of non-director committee
members
DTCC Confidential
Slide 6
DTCC Governance
Larry Thompson, Managing Director and General Counsel
October 8, 2007
DTCC Confidential
DTCC Corporate Structure
The Depository Trust & Clearing Corporation
(DTCC)
National Securities
Clearing Corporation
(NSCC)
The Depository Trust
Company
(DTC)
DERIV/SERV
Fixed Income
Clearing Corporation
(FICC)
Government Securities
Division
(GSD)
EuroCCP
DTC
Solutions
LLC
Mortgage Backed
Securities Division
(MBSD)
DTCC
Thomson Financial
50%
50%
Omgeo
DTCC Confidential
Corporate Structure and
Governance
• DTCC – holding company for registered clearing agency
and non-clearing agency subsidiaries
• Clearing agencies
– Functions requiring registration as a clearing agency
– Comprehensive regulation: rules changes subject to
publication for comment and approval by SEC
– Non-clearing agency subsidiaries
• Separate entities for legal and regulatory purposes
DTCC Confidential
Corporate Structure and
Governance
• Regulatory status of DTCC, the holding company
• Exchange Act requirement for “fair representation” of clearing
agency users – implementation in allocation of rights/
obligations to purchase shares and right of shareholders to
vote in election of directors
• 2006 changes in common share ownership
DTCC Confidential
Board Committee Structure
DTCC/DTC/NSCC/FICC
Board of Directors
Compliance and
Operational Risk
Management
Committee
Executive
Committee
Audit
Committee
Compensation/
HR Committee
Market and
Credit Risk
Management
Committee
Note: Audit, Compensation and
Governance Committees all must be
composed of “independent” members.
DTCC Confidential
(Proposed) Core
Services
Operations and
Planning
Committee
Governance
Committee
OTC Derivatives
Operations and
Planning
Committee
(Proposed)
International Services
Operations and
Planning Committee
Board And Committee Structure
• Board size
• Two directors selected by DTCC preferred
shareholders (NYSE and NASD)
• Remaining directors elected by common
shareholders; slate includes two management
directors
• DTCC directors elected as directors of DTC,
NSCC and FICC; Omgeo has its own
management and Board of Directors
DTCC Confidential
Board And Committee
Structure
• Board committees
– Roles of Audit, Compliance and Operational Risk
Management and Credit and Market Risk Management
Committees
– Fair representation – implementation in selection of
non-director members of certain committees
– Other qualifications of non-director committee
members
DTCC Confidential
Slide 7
DTCC Governance
Larry Thompson, Managing Director and General Counsel
October 8, 2007
DTCC Confidential
DTCC Corporate Structure
The Depository Trust & Clearing Corporation
(DTCC)
National Securities
Clearing Corporation
(NSCC)
The Depository Trust
Company
(DTC)
DERIV/SERV
Fixed Income
Clearing Corporation
(FICC)
Government Securities
Division
(GSD)
EuroCCP
DTC
Solutions
LLC
Mortgage Backed
Securities Division
(MBSD)
DTCC
Thomson Financial
50%
50%
Omgeo
DTCC Confidential
Corporate Structure and
Governance
• DTCC – holding company for registered clearing agency
and non-clearing agency subsidiaries
• Clearing agencies
– Functions requiring registration as a clearing agency
– Comprehensive regulation: rules changes subject to
publication for comment and approval by SEC
– Non-clearing agency subsidiaries
• Separate entities for legal and regulatory purposes
DTCC Confidential
Corporate Structure and
Governance
• Regulatory status of DTCC, the holding company
• Exchange Act requirement for “fair representation” of clearing
agency users – implementation in allocation of rights/
obligations to purchase shares and right of shareholders to
vote in election of directors
• 2006 changes in common share ownership
DTCC Confidential
Board Committee Structure
DTCC/DTC/NSCC/FICC
Board of Directors
Compliance and
Operational Risk
Management
Committee
Executive
Committee
Audit
Committee
Compensation/
HR Committee
Market and
Credit Risk
Management
Committee
Note: Audit, Compensation and
Governance Committees all must be
composed of “independent” members.
DTCC Confidential
(Proposed) Core
Services
Operations and
Planning
Committee
Governance
Committee
OTC Derivatives
Operations and
Planning
Committee
(Proposed)
International Services
Operations and
Planning Committee
Board And Committee Structure
• Board size
• Two directors selected by DTCC preferred
shareholders (NYSE and NASD)
• Remaining directors elected by common
shareholders; slate includes two management
directors
• DTCC directors elected as directors of DTC,
NSCC and FICC; Omgeo has its own
management and Board of Directors
DTCC Confidential
Board And Committee
Structure
• Board committees
– Roles of Audit, Compliance and Operational Risk
Management and Credit and Market Risk Management
Committees
– Fair representation – implementation in selection of
non-director members of certain committees
– Other qualifications of non-director committee
members
DTCC Confidential
DTCC Governance
Larry Thompson, Managing Director and General Counsel
October 8, 2007
DTCC Confidential
DTCC Corporate Structure
The Depository Trust & Clearing Corporation
(DTCC)
National Securities
Clearing Corporation
(NSCC)
The Depository Trust
Company
(DTC)
DERIV/SERV
Fixed Income
Clearing Corporation
(FICC)
Government Securities
Division
(GSD)
EuroCCP
DTC
Solutions
LLC
Mortgage Backed
Securities Division
(MBSD)
DTCC
Thomson Financial
50%
50%
Omgeo
DTCC Confidential
Corporate Structure and
Governance
• DTCC – holding company for registered clearing agency
and non-clearing agency subsidiaries
• Clearing agencies
– Functions requiring registration as a clearing agency
– Comprehensive regulation: rules changes subject to
publication for comment and approval by SEC
– Non-clearing agency subsidiaries
• Separate entities for legal and regulatory purposes
DTCC Confidential
Corporate Structure and
Governance
• Regulatory status of DTCC, the holding company
• Exchange Act requirement for “fair representation” of clearing
agency users – implementation in allocation of rights/
obligations to purchase shares and right of shareholders to
vote in election of directors
• 2006 changes in common share ownership
DTCC Confidential
Board Committee Structure
DTCC/DTC/NSCC/FICC
Board of Directors
Compliance and
Operational Risk
Management
Committee
Executive
Committee
Audit
Committee
Compensation/
HR Committee
Market and
Credit Risk
Management
Committee
Note: Audit, Compensation and
Governance Committees all must be
composed of “independent” members.
DTCC Confidential
(Proposed) Core
Services
Operations and
Planning
Committee
Governance
Committee
OTC Derivatives
Operations and
Planning
Committee
(Proposed)
International Services
Operations and
Planning Committee
Board And Committee Structure
• Board size
• Two directors selected by DTCC preferred
shareholders (NYSE and NASD)
• Remaining directors elected by common
shareholders; slate includes two management
directors
• DTCC directors elected as directors of DTC,
NSCC and FICC; Omgeo has its own
management and Board of Directors
DTCC Confidential
Board And Committee
Structure
• Board committees
– Roles of Audit, Compliance and Operational Risk
Management and Credit and Market Risk Management
Committees
– Fair representation – implementation in selection of
non-director members of certain committees
– Other qualifications of non-director committee
members
DTCC Confidential
Slide 2
DTCC Governance
Larry Thompson, Managing Director and General Counsel
October 8, 2007
DTCC Confidential
DTCC Corporate Structure
The Depository Trust & Clearing Corporation
(DTCC)
National Securities
Clearing Corporation
(NSCC)
The Depository Trust
Company
(DTC)
DERIV/SERV
Fixed Income
Clearing Corporation
(FICC)
Government Securities
Division
(GSD)
EuroCCP
DTC
Solutions
LLC
Mortgage Backed
Securities Division
(MBSD)
DTCC
Thomson Financial
50%
50%
Omgeo
DTCC Confidential
Corporate Structure and
Governance
• DTCC – holding company for registered clearing agency
and non-clearing agency subsidiaries
• Clearing agencies
– Functions requiring registration as a clearing agency
– Comprehensive regulation: rules changes subject to
publication for comment and approval by SEC
– Non-clearing agency subsidiaries
• Separate entities for legal and regulatory purposes
DTCC Confidential
Corporate Structure and
Governance
• Regulatory status of DTCC, the holding company
• Exchange Act requirement for “fair representation” of clearing
agency users – implementation in allocation of rights/
obligations to purchase shares and right of shareholders to
vote in election of directors
• 2006 changes in common share ownership
DTCC Confidential
Board Committee Structure
DTCC/DTC/NSCC/FICC
Board of Directors
Compliance and
Operational Risk
Management
Committee
Executive
Committee
Audit
Committee
Compensation/
HR Committee
Market and
Credit Risk
Management
Committee
Note: Audit, Compensation and
Governance Committees all must be
composed of “independent” members.
DTCC Confidential
(Proposed) Core
Services
Operations and
Planning
Committee
Governance
Committee
OTC Derivatives
Operations and
Planning
Committee
(Proposed)
International Services
Operations and
Planning Committee
Board And Committee Structure
• Board size
• Two directors selected by DTCC preferred
shareholders (NYSE and NASD)
• Remaining directors elected by common
shareholders; slate includes two management
directors
• DTCC directors elected as directors of DTC,
NSCC and FICC; Omgeo has its own
management and Board of Directors
DTCC Confidential
Board And Committee
Structure
• Board committees
– Roles of Audit, Compliance and Operational Risk
Management and Credit and Market Risk Management
Committees
– Fair representation – implementation in selection of
non-director members of certain committees
– Other qualifications of non-director committee
members
DTCC Confidential
Slide 3
DTCC Governance
Larry Thompson, Managing Director and General Counsel
October 8, 2007
DTCC Confidential
DTCC Corporate Structure
The Depository Trust & Clearing Corporation
(DTCC)
National Securities
Clearing Corporation
(NSCC)
The Depository Trust
Company
(DTC)
DERIV/SERV
Fixed Income
Clearing Corporation
(FICC)
Government Securities
Division
(GSD)
EuroCCP
DTC
Solutions
LLC
Mortgage Backed
Securities Division
(MBSD)
DTCC
Thomson Financial
50%
50%
Omgeo
DTCC Confidential
Corporate Structure and
Governance
• DTCC – holding company for registered clearing agency
and non-clearing agency subsidiaries
• Clearing agencies
– Functions requiring registration as a clearing agency
– Comprehensive regulation: rules changes subject to
publication for comment and approval by SEC
– Non-clearing agency subsidiaries
• Separate entities for legal and regulatory purposes
DTCC Confidential
Corporate Structure and
Governance
• Regulatory status of DTCC, the holding company
• Exchange Act requirement for “fair representation” of clearing
agency users – implementation in allocation of rights/
obligations to purchase shares and right of shareholders to
vote in election of directors
• 2006 changes in common share ownership
DTCC Confidential
Board Committee Structure
DTCC/DTC/NSCC/FICC
Board of Directors
Compliance and
Operational Risk
Management
Committee
Executive
Committee
Audit
Committee
Compensation/
HR Committee
Market and
Credit Risk
Management
Committee
Note: Audit, Compensation and
Governance Committees all must be
composed of “independent” members.
DTCC Confidential
(Proposed) Core
Services
Operations and
Planning
Committee
Governance
Committee
OTC Derivatives
Operations and
Planning
Committee
(Proposed)
International Services
Operations and
Planning Committee
Board And Committee Structure
• Board size
• Two directors selected by DTCC preferred
shareholders (NYSE and NASD)
• Remaining directors elected by common
shareholders; slate includes two management
directors
• DTCC directors elected as directors of DTC,
NSCC and FICC; Omgeo has its own
management and Board of Directors
DTCC Confidential
Board And Committee
Structure
• Board committees
– Roles of Audit, Compliance and Operational Risk
Management and Credit and Market Risk Management
Committees
– Fair representation – implementation in selection of
non-director members of certain committees
– Other qualifications of non-director committee
members
DTCC Confidential
Slide 4
DTCC Governance
Larry Thompson, Managing Director and General Counsel
October 8, 2007
DTCC Confidential
DTCC Corporate Structure
The Depository Trust & Clearing Corporation
(DTCC)
National Securities
Clearing Corporation
(NSCC)
The Depository Trust
Company
(DTC)
DERIV/SERV
Fixed Income
Clearing Corporation
(FICC)
Government Securities
Division
(GSD)
EuroCCP
DTC
Solutions
LLC
Mortgage Backed
Securities Division
(MBSD)
DTCC
Thomson Financial
50%
50%
Omgeo
DTCC Confidential
Corporate Structure and
Governance
• DTCC – holding company for registered clearing agency
and non-clearing agency subsidiaries
• Clearing agencies
– Functions requiring registration as a clearing agency
– Comprehensive regulation: rules changes subject to
publication for comment and approval by SEC
– Non-clearing agency subsidiaries
• Separate entities for legal and regulatory purposes
DTCC Confidential
Corporate Structure and
Governance
• Regulatory status of DTCC, the holding company
• Exchange Act requirement for “fair representation” of clearing
agency users – implementation in allocation of rights/
obligations to purchase shares and right of shareholders to
vote in election of directors
• 2006 changes in common share ownership
DTCC Confidential
Board Committee Structure
DTCC/DTC/NSCC/FICC
Board of Directors
Compliance and
Operational Risk
Management
Committee
Executive
Committee
Audit
Committee
Compensation/
HR Committee
Market and
Credit Risk
Management
Committee
Note: Audit, Compensation and
Governance Committees all must be
composed of “independent” members.
DTCC Confidential
(Proposed) Core
Services
Operations and
Planning
Committee
Governance
Committee
OTC Derivatives
Operations and
Planning
Committee
(Proposed)
International Services
Operations and
Planning Committee
Board And Committee Structure
• Board size
• Two directors selected by DTCC preferred
shareholders (NYSE and NASD)
• Remaining directors elected by common
shareholders; slate includes two management
directors
• DTCC directors elected as directors of DTC,
NSCC and FICC; Omgeo has its own
management and Board of Directors
DTCC Confidential
Board And Committee
Structure
• Board committees
– Roles of Audit, Compliance and Operational Risk
Management and Credit and Market Risk Management
Committees
– Fair representation – implementation in selection of
non-director members of certain committees
– Other qualifications of non-director committee
members
DTCC Confidential
Slide 5
DTCC Governance
Larry Thompson, Managing Director and General Counsel
October 8, 2007
DTCC Confidential
DTCC Corporate Structure
The Depository Trust & Clearing Corporation
(DTCC)
National Securities
Clearing Corporation
(NSCC)
The Depository Trust
Company
(DTC)
DERIV/SERV
Fixed Income
Clearing Corporation
(FICC)
Government Securities
Division
(GSD)
EuroCCP
DTC
Solutions
LLC
Mortgage Backed
Securities Division
(MBSD)
DTCC
Thomson Financial
50%
50%
Omgeo
DTCC Confidential
Corporate Structure and
Governance
• DTCC – holding company for registered clearing agency
and non-clearing agency subsidiaries
• Clearing agencies
– Functions requiring registration as a clearing agency
– Comprehensive regulation: rules changes subject to
publication for comment and approval by SEC
– Non-clearing agency subsidiaries
• Separate entities for legal and regulatory purposes
DTCC Confidential
Corporate Structure and
Governance
• Regulatory status of DTCC, the holding company
• Exchange Act requirement for “fair representation” of clearing
agency users – implementation in allocation of rights/
obligations to purchase shares and right of shareholders to
vote in election of directors
• 2006 changes in common share ownership
DTCC Confidential
Board Committee Structure
DTCC/DTC/NSCC/FICC
Board of Directors
Compliance and
Operational Risk
Management
Committee
Executive
Committee
Audit
Committee
Compensation/
HR Committee
Market and
Credit Risk
Management
Committee
Note: Audit, Compensation and
Governance Committees all must be
composed of “independent” members.
DTCC Confidential
(Proposed) Core
Services
Operations and
Planning
Committee
Governance
Committee
OTC Derivatives
Operations and
Planning
Committee
(Proposed)
International Services
Operations and
Planning Committee
Board And Committee Structure
• Board size
• Two directors selected by DTCC preferred
shareholders (NYSE and NASD)
• Remaining directors elected by common
shareholders; slate includes two management
directors
• DTCC directors elected as directors of DTC,
NSCC and FICC; Omgeo has its own
management and Board of Directors
DTCC Confidential
Board And Committee
Structure
• Board committees
– Roles of Audit, Compliance and Operational Risk
Management and Credit and Market Risk Management
Committees
– Fair representation – implementation in selection of
non-director members of certain committees
– Other qualifications of non-director committee
members
DTCC Confidential
Slide 6
DTCC Governance
Larry Thompson, Managing Director and General Counsel
October 8, 2007
DTCC Confidential
DTCC Corporate Structure
The Depository Trust & Clearing Corporation
(DTCC)
National Securities
Clearing Corporation
(NSCC)
The Depository Trust
Company
(DTC)
DERIV/SERV
Fixed Income
Clearing Corporation
(FICC)
Government Securities
Division
(GSD)
EuroCCP
DTC
Solutions
LLC
Mortgage Backed
Securities Division
(MBSD)
DTCC
Thomson Financial
50%
50%
Omgeo
DTCC Confidential
Corporate Structure and
Governance
• DTCC – holding company for registered clearing agency
and non-clearing agency subsidiaries
• Clearing agencies
– Functions requiring registration as a clearing agency
– Comprehensive regulation: rules changes subject to
publication for comment and approval by SEC
– Non-clearing agency subsidiaries
• Separate entities for legal and regulatory purposes
DTCC Confidential
Corporate Structure and
Governance
• Regulatory status of DTCC, the holding company
• Exchange Act requirement for “fair representation” of clearing
agency users – implementation in allocation of rights/
obligations to purchase shares and right of shareholders to
vote in election of directors
• 2006 changes in common share ownership
DTCC Confidential
Board Committee Structure
DTCC/DTC/NSCC/FICC
Board of Directors
Compliance and
Operational Risk
Management
Committee
Executive
Committee
Audit
Committee
Compensation/
HR Committee
Market and
Credit Risk
Management
Committee
Note: Audit, Compensation and
Governance Committees all must be
composed of “independent” members.
DTCC Confidential
(Proposed) Core
Services
Operations and
Planning
Committee
Governance
Committee
OTC Derivatives
Operations and
Planning
Committee
(Proposed)
International Services
Operations and
Planning Committee
Board And Committee Structure
• Board size
• Two directors selected by DTCC preferred
shareholders (NYSE and NASD)
• Remaining directors elected by common
shareholders; slate includes two management
directors
• DTCC directors elected as directors of DTC,
NSCC and FICC; Omgeo has its own
management and Board of Directors
DTCC Confidential
Board And Committee
Structure
• Board committees
– Roles of Audit, Compliance and Operational Risk
Management and Credit and Market Risk Management
Committees
– Fair representation – implementation in selection of
non-director members of certain committees
– Other qualifications of non-director committee
members
DTCC Confidential
Slide 7
DTCC Governance
Larry Thompson, Managing Director and General Counsel
October 8, 2007
DTCC Confidential
DTCC Corporate Structure
The Depository Trust & Clearing Corporation
(DTCC)
National Securities
Clearing Corporation
(NSCC)
The Depository Trust
Company
(DTC)
DERIV/SERV
Fixed Income
Clearing Corporation
(FICC)
Government Securities
Division
(GSD)
EuroCCP
DTC
Solutions
LLC
Mortgage Backed
Securities Division
(MBSD)
DTCC
Thomson Financial
50%
50%
Omgeo
DTCC Confidential
Corporate Structure and
Governance
• DTCC – holding company for registered clearing agency
and non-clearing agency subsidiaries
• Clearing agencies
– Functions requiring registration as a clearing agency
– Comprehensive regulation: rules changes subject to
publication for comment and approval by SEC
– Non-clearing agency subsidiaries
• Separate entities for legal and regulatory purposes
DTCC Confidential
Corporate Structure and
Governance
• Regulatory status of DTCC, the holding company
• Exchange Act requirement for “fair representation” of clearing
agency users – implementation in allocation of rights/
obligations to purchase shares and right of shareholders to
vote in election of directors
• 2006 changes in common share ownership
DTCC Confidential
Board Committee Structure
DTCC/DTC/NSCC/FICC
Board of Directors
Compliance and
Operational Risk
Management
Committee
Executive
Committee
Audit
Committee
Compensation/
HR Committee
Market and
Credit Risk
Management
Committee
Note: Audit, Compensation and
Governance Committees all must be
composed of “independent” members.
DTCC Confidential
(Proposed) Core
Services
Operations and
Planning
Committee
Governance
Committee
OTC Derivatives
Operations and
Planning
Committee
(Proposed)
International Services
Operations and
Planning Committee
Board And Committee Structure
• Board size
• Two directors selected by DTCC preferred
shareholders (NYSE and NASD)
• Remaining directors elected by common
shareholders; slate includes two management
directors
• DTCC directors elected as directors of DTC,
NSCC and FICC; Omgeo has its own
management and Board of Directors
DTCC Confidential
Board And Committee
Structure
• Board committees
– Roles of Audit, Compliance and Operational Risk
Management and Credit and Market Risk Management
Committees
– Fair representation – implementation in selection of
non-director members of certain committees
– Other qualifications of non-director committee
members
DTCC Confidential