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 01/18/2023 and the board of directors conducted its review on 01/26/2023.”

“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 requires officers, directors and key employees to 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 april 22, 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), 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) 2022, the msrb's regulatory accomplishments included: - issuing a request for comment to explore whether the time might be right to consider shortening what constitutes "real-time" trade reporting in the municipal market from 15 minutes to as soon as practicable, but no later than within one minute of the time of trade; - providing additional regulatory relief for dealers in light of the ongoing impact of the pandemic, extending temporary permissions under rule g-27 to conduct office inspections remotely until june 30, 2023; - proposing and implementing amendments to rule g-34 to better align requirements for obtaining cusip numbers with current market practices; - proposing a standalone rule for solicitor municipal advisors that would establish the core standards of conduct for such municipal advisors, codify certain interpretive guidance and better align solicitor municipal advisor obligations with those applicable to certain other regulated financial professionals; - publishing a request for comment on draft amendments to rule g-32 to streamline the deadlines for submitting information on form g-32 and make other changes to improve the readability of the rule; - authorizing proposed amendments to rule g-40 that would allow municipal advisors to use testimonials, subject to limitations, in alignment with those applicable to sec-registered investment advisers; - proposing a rule change to amend rule g-3 continuing education program requirements to harmonize with industry-wide changes; - proposing applying regulation best interest requirements to municipal securities activities of bank dealers under rule g-19; and - amending certain rates of assessment for rate card fees under rules a-11 and a-13 and implemented a new rate card process for future rate amendments.”

“Providing market transparnecy 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. The msrb is working to take advantage of its investment in enterprise cloud technology with a view to constantly improving the transparency that emma provides. As part of this multi-year initiative, the msrb delivered a number of near-term user improvements, including: - removing unused cusip numbers from emma as part of an overall effort to improve emma's data and information; - adding the ice municipal aaa yield curve to emma; and - adding a esg indicator on emma's new issue calendar the msrb also redesigned its msrb.org website to make it more intuitive and easier to use, with a more user-friendly design, more intuitive navigation, dynamic pages that consolidate related content, and more powerful search capabilities. 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. In early 2022, the msrb launched emma labs to the public, debuting with two active labs-an advanced keyword search engine that unlocks information contained in tens of thousands of disclosures submitted to the msrb as unstructured pdfs, and a market analysis dashboard that empowers users to visualize market trends.”

“Upholding the public trust: as the municipal securities market's self regulatory organization, the msrb is committed to prudent stewardship of the revenue it receives from regulated entities. Following a thorough evaluation of the way it assesses fees on regulated entities and after careful consideration of input from stakeholders, in 2022 the msrb established a nimbler and more sustainable fee model. The new annual rate card process, which became operative for the 2023 fiscal year, annually adjusts fee rates to account for prior year results, eliminating the potential for significant over-accumulation of reserves as had happened in the past, and allowing the msrb to more effectively and efficiently manage reserves levels over time.”