[Federal Register Volume 78, Number 79 (Wednesday, April 24, 2013)]
[Pages 24281-24282]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-09630]



[Release No. 34-69402; File No. SR-NASDAQ-2013-032]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Designation of a Longer Period for Commission Action on 
Proposed Rule Change To Require That Listed Companies Have an Internal 
Audit Function

April 18, 2013.
    On February 20, 2013, The NASDAQ Stock Market LLC (``Nasdaq'') 
filed with the Securities and Exchange Commission (``Commission''), 
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to 
require that listed companies have an internal audit function. The 
proposed rule change was published for comment in the Federal Register 
on March 8, 2013.\3\ The Commission received 38 comments on the 

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 69030 (March 4, 
2013), 78 FR 15075.
    \4\ See letters to Elizabeth M. Murphy, Secretary, Commission 
from William F. Derbyshire, dated March 5, 2013; Rainer Lenz, Ph.D., 
dated March 9, 2013; Raymond A. Link, Chief Financial Officer, FEI 
Company, dated March 11, 2013; Ann Marie Kim, dated March 12, 2013; 
Jeff A. Killian, Chief Financial Officer, Cascade Microtech, Inc., 
dated March 14, 2013; Matthew Hogan, dated March 18, 2013; Ann 
Rhoads, Chief Financial Officer, Zogenix, dated March 18, 2013; 
Daniel P. Penberthy, Chief Financial Officer, Rand Capital 
Corporation, dated March 19, 2013; Jeff Andreson, dated March 19, 
2013; Gary R. Fairhead, dated March 19, 2013; Roger Hawley, Chief 
Executive Officer, Zogenix, dated March 20, 2013; Vernon A. LoForti, 
Vice President and Chief Financial Officer, InfoSonics Corporation, 
dated March 20, 2013; Howard K. Kaminsky, Chief Financial Officer, 
Sport Chalet, Inc., dated March 21, 2013; Stanley P. Wirtheim, Chief 
Financial Officer, Smartpros.Ltd., dated March 25, 2013; Simon J. 
Parker, Head of Business Assurance, Innospec Inc., dated March 26, 
2013; John H. Lowry III, Chief Financial Officer; Perceptron, Inc., 
dated March 27, 2013; David L. Nunes, President and Chief Executive 
Officer, Pope Resources, dated March 27, 2013; Don Tracy, Chief 
Financial Officer, MGP Ingredients, Inc., dated March 27, 2013; 
Vickie Reed, Sr. Director and Controller, Zogenix, Inc., dated March 
27, 2013; Jay Biskupski, Chief Financial Officer, Peregrine 
Semiconductor Corporation, dated March 27, 2013; Alan F. Eisenberg, 
Executive Vice President, Emerging Companies and Business 
Development, Biotechnology Industry Organization (BIO), dated March 
28, 2013; Mary Kay Fenton, Senior Vice President and Chief Financial 
Officer, Achillion Pharmaceuticals, Inc., dated March 28, 2013; 
Robert D. Shallish, Jr., Executive Vice President--Finance and Chief 
Financial Officer, CONMED Corporation, dated March 28, 2013; Dorothy 
M. Donohue, Deputy General Counsel--Securities Regulation, 
Investment Company Institute, dated March 28, 2013; Richard F. 
Chambers, President and Chief Executive Officer, The Institute of 
Internal Auditors, dated March 28, 2013; Daniel C. Regis, Chairman, 
Cray Inc. Audit Committee, Cray, Inc., dated March 29, 2013; Kenneth 
Bertsch, President and Chief Executive Officer, Society of Corporate 
Secretaries & Governance Professionals, dated March 29, 2013; Paul 
R. Oldham, Chief Financial Officer and Vice President Finance 
Administration, Electro Scientific Industries, dated March 29, 2013; 
Joseph D. Hill, Chief Financial Officer, Metabolix, Inc., dated 
March 29, 2013; Grant Thornton LLP, dated March 29, 2013; Michael 
McConnell, Executive Vice President and Chief Financial Officer, 
Digimarc Corporation, dated March 29, 2013; Elizabeth L. Hougen, 
Chief Financial Officer, Isis Pharmaceuticals, Inc., dated March 29, 
2013; Julia Reigel, Wilson Sonsini Goodrich & Rosati, dated March 
29, 2013; Sharon Barbari, Executive Vice President Finance and Chief 
Financial Officer, Cytokinetics, Inc., dated March 29, 2013; Michael 
G. Zybala, General Counsel, The InterGroup Corporation, dated April 
3, 2013; Ramy R. Taraboulsi, Chairman and Chief Executive Officer, 
SyncBASE Inc., dated April 6, 2013; Matthew C. Wolsfeld, Chief 
Financial Officer, NTIC, dated April 10, 2013; and Barbara Russell, 
Chief Financial Officer, TOR Minerals International Inc., dated 
April 17, 2013.


[[Page 24282]]

    Section 19(b)(2) of the Act \5\ provides that, within 45 days of 
the publication of notice of the filing of a proposed rule change, or 
within such longer period up to 90 days as the Commission may designate 
if it finds such longer period to be appropriate and publishes its 
reasons for so finding or as to which the self-regulatory organization 
consents, the Commission shall either approve the proposed rule change, 
disapprove the proposed rule change, or institute proceedings to 
determine whether the proposed rule change should be disapproved. The 
45th day for this filing is April 22, 2013.

    \5\ 15 U.S.C. 78s(b)(2).

    The Commission is extending the 45-day time period for Commission 
action on the proposed rule change. The Commission finds that it is 
appropriate to designate a longer period within which to take action on 
the proposed rule change so that it has sufficient time to consider the 
Exchange's proposal, as described above, and the comments received.
    Accordingly, pursuant to Section 19(b)(2) of the Act,\6\ the 
Commission designates June 6, 2013, as the date by which the Commission 
should either approve or disapprove or institute proceedings to 
determine whether to disapprove the proposed rule change (File No. SR-

    \6\ 15 U.S.C. 78s(b)(2).
    \7\ 17 CFR 200.30-3(a)(31).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\7\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-09630 Filed 4-23-13; 8:45 a.m.]