Municipal Securities Rulemaking Board

“No officer, director, trustee, or key employee has a family relationship or business relationship (as such terms are defined for purposes of form 990) with any other officer, director, trustee, or key employee. As contemplated by the congressionally mandated structure of the msrb's board of directors (which serves as the organization's governing body), and with the msrb being a self-regulatory organization under the federal securities laws, the employers of some members of the board of directors, and such members in their capacities as employees of their employers, from time to time transact business with one another in the ordinary course of their business as participants in the municipal market on the same terms as are generally offered to others in the same line of business.”

“All proposed rule changes adopted by the board of directors of the msrb must be approved by the securities and exchange commission prior to effectiveness, unless otherwise allowed by law.”

“The board of directors of the msrb has an audit and risk committee that is charged with reviewing with management the organization's completed form annually prior to the filing of such form and reporting any findings or conclusions to the board of directors in connection with the board's review of such form. The audit and risk committee conducted its review on 01/25/2022 and the board of directors conducted its review on 01/27/2022.”

“The msrb maintains for its board of directors and its staff: a code of ethics and business conduct policy; a conflicts of interest policy; and a whistleblower policy with complaint handling procedures, which are available on msrb.org. All board members and staff are trained annually on these policies and must sign various acknowledgments. The msrb has a policy requiring that officers, directors and key employees disclose annually interests that could give rise to conflicts, and subsequently disclose updates. In connection with the election of new members of the board of directors, each candidate provides information to the msrb concerning potential conflicts of interest. In addition, certain organizational conflicts are effectively prohibited under section 15b(b)of the securities exchange act of 1934 due to the statutory requirements regarding qualification for membership on the board of directors. In particular, public representatives must be independent of any municipal securities broker, municipal securities dealer or municipal advisor. Msrb rule a-3 defines "independent" as having no material business relationship with any municipal securities broker, municipal securities dealer or municipal advisor, including at a minimum not currently or at any time within the last five years being associated with a municipal securities broker, municipal securities dealer or municipal advisor and not having a relationship with any municipal securities broker, municipal securities dealer or municipal advisor, whether compensatory or otherwise, that reasonably could affect the independent judgment or decision making of the individual. The msrb's general counsel reviews the conflicts of interest acknowledgement and disclosure forms and determines what actions, if any, need to be taken, including asking a board member to recuse him or herself from deliberations or voting on an action.”

“Under the msrb written compensation strategy and program, the finance committee (comprised of members of the board of directors) is responsible for making recommendations and the board of directors is responsible for approving the organization-wide compensation strategy. The annual salary budget is approved by the board of directors. At least once every four years, the compensation strategy and structure are reviewed and approved by the finance committee based on information received from an external salary consultant. Such review was completed and changes were approved by the board effective may 1, 2020. The external salary consultant compares the msrb with comparable peer organizations in the local geographic market and within the industry as appropriate. The full board approves the compensation of the chief executive officer, and the chief executive officer establishes the compensation of the key employees within the parameters and philosophy of the approved compensation strategy. Additionally, the chief executive officer annually provides to the board the salary, benefits, and total compensation of the senior management.”

“The organization's website (www.msrb.org) contains the following: securities exchange act of 1934 section 15b (statute creating the msrb), restated articles of incorporation, by-laws, governance-related administrative rules, board committee charters, code of ethics and business conduct, conflicts of interest policy, risk management program, whistleblower policy, audited financial statements, annual budget, most recent irs form 990 and certain financial policies.”

“The mission of the msrb is to protect and strengthen the municipal bond market, enabling access to capital, economic growth, and societal progress in tens of thousands of communities across the country. - we create trust in our market through informed regulation of dealers and municipal advisors that protects investors, issuers and the public interest. - we build technology systems that power our market and provide transparency for issuers, institutions, and the investing public. - we serve as the steward of market data that empowers better decisions and fuels innovation for the future.”

“Establishing regulations and supporting guidance for municipal advisors and dealers: the msrb was created by congress to regulate securities firms, banks and municipal advisors that engage in municipal securities and municipal advisory activities (collectively "regulated entities") with the goal of protecting investors, municipal entities, obligated persons and the public interest. In fiscal year (fy) 2021, the msrb's regulatory accomplishments included: - retiring 15 pieces of interpretive guidance from the msrb rule book that no longer achieved their intended purpose; - providing regulatory relief to dealers and municipal advisors in light of the continued covid-19 pandemic; and - fully implementing a new professional qualification exam for municipal advisor principals engaged in the management, direction or supervision of the municipal advisory activities of the firm.”

“Providing market transparency and data: the msrb collects municipal market documents and data from regulated entities, municipal entities, obligated persons and/or their agents and makes the information publicly available. The msrb ensures that the market operates transparently and efficiently by making most of this information available to the public, free of charge, on its electronic municipal market access (emma) website at emma.msrb.org. Following an enterprise-wide migration to the cloud in fy 2020, in fy 2021, the msrb focused its efforts on engaging with stakeholders to develop solutions to enhance the emma user experience and improve issuers' ability to manage their issues by the unique security identifier known as a cusip number. As the municipal market's central repository for data, the msrb is modernizing its data platforms in the cloud and has developed an innovation sandbox called emma labs where market stakeholders can help refine prototypes of potential data tools such as an enhanced disclosure search engine and a dynamic market trade data dashboard.”

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