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DTCC Confidential DTCC Governance Larry Thompson, Managing Director and General Counsel October 8, 2007 Larry Thompson, Managing Director and General Counsel.

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Presentation on theme: "DTCC Confidential DTCC Governance Larry Thompson, Managing Director and General Counsel October 8, 2007 Larry Thompson, Managing Director and General Counsel."— Presentation transcript:

1 DTCC Confidential DTCC Governance Larry Thompson, Managing Director and General Counsel October 8, 2007 Larry Thompson, Managing Director and General Counsel October 8, 2007

2 DTCC Confidential The Depository Trust & Clearing Corporation (DTCC) National Securities Clearing Corporation (NSCC) DERIV/SERV DTC Solutions LLC EuroCCP Government Securities Division (GSD) Mortgage Backed Securities Division (MBSD) Thomson FinancialDTCC Omgeo 50% DTCC Corporate Structure The Depository Trust Company (DTC) Fixed Income Clearing Corporation (FICC)

3 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

4 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

5 DTCC Confidential Board Committee Structure Note: Audit, Compensation and Governance Committees all must be composed of “independent” members. DTCC/DTC/NSCC/FICC Board of Directors Executive Committee Audit Committee Compliance and Operational Risk Management Committee Market and Credit Risk Management Committee Compensation/ HR Committee Governance Committee (Proposed) International Services Operations and Planning Committee OTC Derivatives Operations and Planning Committee (Proposed) Core Services Operations and Planning Committee

6 DTCC Confidential 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

7 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


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