New York Stock Exchange Regulation is strictly dedicated to strengthening market integrity and investor protection. All, the directors in the NYSE Regulation’s board of directors is comprised of a majority of directors unaffiliated with any other NYSE board. As a result, NYSE Regulation is independent in its decision-making. The organization consists of three divisions: Market Surveillance, Enforcement, and Listed Company Compliance. NYSE Regulation protects investors by enforcing marketplace rules and federal securities laws. NYSE Regulation also ensures that companies listed on the NYSE and on NYSE Arca meet our financial and corporate-governance listing standards.
The NYSE Regulation Board has the following committees: (1) the Human Resources and Compensation Committee; (2) the Nominating and Governance Committee; and (3) the Committee for Review. The Human Resources and Compensation Committee is appointed by the Board and is charged with duties relating to NYSE Regulation’s human resources policies and procedures, employee benefit plans, compensation and disclosure. The NYSE Regulation Board of Directors is comprised of three NYSE Euronext directors, six otherwise unaffiliated with NYSE Euronext, and the NYSE Regulation Chief Executive Officer.
The CEO of NYSE Regulation has primary responsibility for the regulatory oversight of the U.S. market subsidiaries within NYSE Euronext and reports solely to the NYSE Regulation board of directors. The Regulation Board oversees all compensation decisions for Regulation employees and the nomination of directors to the Board of Regulation. When it comes to disciplinary actions, the decisions of NYSE Regulation and its Board of Directors are final, although subject to appeal to the SEC.
NYSE Regulation performs regulatory responsibilities for the New York Stock Exchange and NYSE Arca. It is comprised of a Market Surveillance division that monitors trading activities and investigates trading abuses by member organizations on the Floor and away from the Exchange, an Enforcement division that investigates and prosecutes related disciplinary actions, and a Listed Company Compliance division that ensures that companies listed on NYSE and on NYSE Arca meet their financial and corporate governance listing standards. Market Surveillance is the division responsible for monitoring trading activities on the Floor and trading “upstairs” by member firms, both on a real-time basis and after the fact.
Enforcement cases include: books and records deficiencies,supervisory violations,misconduct on the trading floor,insider trading,market manipulation, and other abusive trading practices. The trading of securities in the U.S. is subject to vigorous regulation. The principal laws governing trading are the Securities Act of 1933 (“the 1933 Act”) and the Securities Exchange Act of 1934 (“1934 Act”).
NYSE rules apply to NYSE member organizations, as well as past and present representatives, and are designed to protect investors and foster fair dealings with customers. Federal Reserve Board Rules apply to the entire banking sector for the regulation of borrowing and lending requirements. Individual states in the U.S. have their own state securities laws. Any offering of securities in the U.S. must be made in accordance with state as well as federal regulations.
Whether Dick Grasso’s compensation was “reasonable” is a matter of opinion. There are some former directors who still declare adamantly that he deserved all he was paid. Most of the world probably thinks differently. He got a payout of $139.5 million in retirement compensation and other benefits. According to insiders Grassos ran the NYSE like a private fiefdom. Mr. Grasso’s friends and allies on the board contributed a lot to the NYSE but the same lot became a symbol of corporate governance gone bad when it was revealed that those same people doled out his big pay package.
The SEC has found that during Mr. Grasso’s reign, specialists repeatedly traded for their own benefit in the place of customers who were ready to trade at the same price. This spurt of questionable trading may have cost investors at least $155 million, according to the SEC staff. That said, it would be a mistake to understate Mr. Grasso’s contributions to the NYSE. His imperious style helped hold together the exchange’s many, often-bickering, constituencies.
Thanks to his spending on additional technology, the NYSE easily handled the high volume and volatility of the recent bull and bear markets, no small task. But in the end it is pertinent to mention that NYSE was a non-profit organization and under no circumstance the Chairman can be considered as a CEO of a big multi national. His primary duty was to protect the national interest and was entitled to get the best compansation comparable to a higher government official and not the huge retirement package that he got.