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of the board of directors of an issuer, executive compensation, or any other significant matter, as determined by the Commis- sion, by rule, and does not include a vote with respect to the uncontested election of a member of the board of directors of any investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80b–1 et seq.). ‘‘(C) Nothing in this paragraph shall be construed to pro- hibit a national securities exchange from prohibiting a member that is not the beneficial owner of a security registered under section 12 from granting a proxy to vote the security in connec- tion with a shareholder vote not described in subparagraph (A).’’.

Subtitle F—Improvements to the Manage- ment of the Securities and Exchange Commission

SEC. 961. REPORT AND CERTIFICATION OF INTERNAL SUPERVISORY 15 USC 78d–6. CONTROLS. (a) ANNUAL REPORTS AND CERTIFICATION.—Not later than 90 days after the end of each fiscal year, the Commission shall submit a report to the Committee on Banking, Housing, and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives on the conduct by the Commission of examinations of registered entities, enforcement investigations, and review of corporate financial securities filings. (b) CONTENTS OF REPORTS.—Each report under subsection (a) shall contain— (1) an assessment, as of the end of the most recent fiscal year, of the effectiveness of— (A) the internal supervisory controls of the Commis- sion; and (B) the procedures of the Commission applicable to the staff of the Commission who perform examinations of registered entities, enforcement investigations, and reviews of corporate financial securities filings; (2) a certification that the Commission has adequate internal supervisory controls to carry out the duties of the Commission described in paragraph (1)(B); and (3) a summary by the Comptroller General of the United States of the review carried out under subsection (d). (c) CERTIFICATION.— (1) SIGNATURE.—The certification under subsection (b)(2) shall be signed by the Director of the Division of Enforcement, the Director of the Division of Corporation Finance, and the Director of the Office of Compliance Inspections and Examina- tions (or the head of any successor division or office). (2) CONTENT OF CERTIFICATION.—Each individual described in paragraph (1) shall certify that the individual— (A) is directly responsible for establishing and maintaining the internal supervisory controls of the Divi- sion or Office of which the individual is the head; LAWS (B) is knowledgeable about the internal supervisory controls of the Division or Office of which the individual is the head;PUBLIC with on anorris VerDate Nov 24 2008 03:41 Aug 28, 2010 Jkt 089139 PO 00203 Frm 00533 Fmt 6580 Sfmt 6581 E:\PUBLAW\PUBL203.111 GPO1 PsN: PUBL203