SEC Open Meeting Agenda
Wednesday, October 8, 2003, 9:30 a.m.

Agenda as of the afternoon of October 7, 2003. Note that Open Meeting agendas are subject to last-minute changes.

Item 1:	Security Holder Access to the Nomination Process Office:  Division of Corporation Finance Staff:  Lillian C. Brown, Grace K. Lee
Item 2:	Supervised Investment Bank Holding Companies Alternative Net Capital Requirements for Broker-Dealers that are Part of Consolidated Supervised Entities Office:  Division of Market Regulation Staff:  Robert L. D. Colby, Thomas K. McGowan, Catherine McGuire, Michael A. Macchiaroli, Rose R. Wells, Lourdes Gonzalez, Bonnie Gauch, Linda Stamp Sundberg, David Lynch

Item 1: Security Holder Access to the Nomination Process

The Commission will consider whether to propose amendments to certain Rules, Schedules and Forms under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 that would require companies, under certain circumstances, to include in their proxy materials security holder nominees for election as director.

For further information, please contact Lillian Cummins Brown at (202) 942-2900.

Item 2: Supervised Investment Bank Holding Companies

Alternative Net Capital Requirements for Broker-Dealers that are Part of Consolidated Supervised Entities

The Commission will consider whether to propose rule amendments and new rules under the Securities Exchange Act of 1934 (the "Exchange Act") that would establish two separate voluntary regulatory frameworks for the Commission to supervise broker-dealers and their affiliates on a consolidated basis.

One proposal would establish an alternative method to compute certain net capital charges for broker-dealers that are part of a holding company that manages risks on a group-wide basis and whose holding company consents to group-wide Commission supervision. The broker-dealer's holding company and its affiliates, if subject to Commission supervision, would be referred to as a "consolidated supervised entity" or "CSE." The alternative method the broker-dealer would be allowed to use to compute certain market and credit risk capital charges would involve the use of internal mathematical models that the broker-dealer uses to measure its risk. The CSE would be required to comply with rules regarding its group-wide internal risk management control system and would have to periodically provide the Commission with consolidated computations of allowable capital and risk allowances (or other capital assessment) consistent with the Basel Standards. Commission supervision of the CSE would include recordkeeping, reporting, and examination requirements. Modifications to some of these requirements would be available for functionally regulated affiliates.

The other proposal would implement Section 17(i) of the Exchange Act, which created a new structure for consolidated supervision of holding companies of broker-dealers, or "investment bank holding companies" ("IBHCs") and their affiliates. Pursuant to the Act, an IBHC that meets certain specified criteria may voluntarily register with the Commission as a supervised investment bank holding company ("SIBHC") and be subject to supervision on a group-wide basis. Pursuant to the proposed rules, registration as an SIBHC is limited to IBHCs that are not affiliated with certain types of banks and that have a substantial presence in the securities markets. The proposed rules would provide an IBHC with an application process to become supervised by the Commission as an SIBHC, and would establish regulatory requirements for those SIBHCs. Commission supervision of an SIBHC would include recordkeeping, reporting and examination requirements. Further, the SIBHC also would be required to comply with rules regarding its group-wide internal risk management control system and would have to periodically provide the Commission with a consolidated computations of allowable capital and risk allowances (or other capital assessment) consistent with the Basel Standards.

The proposals would also include technical and conforming amendments to the risk assessment rules (Exchange Act Rules 17h-1T and 17h-2T). In addition, the SIBHC proposal would adjust the audit requirements for OTC derivative dealers to allow accountants to use agreed-upon procedures when conducting audits of risk management control systems.

For further information, please contact Lourdes Gonzalez or Linda Stamp Sundberg at (202) 942-0073 or Bonnie Gauch (202) 942-0765 or Rose Russo Wells at (202) 942-0143.