Appendix A to Part 1273 - Exceptions to the General Disclosure Standards
12:10.0.2.4.52.0.1.10.7 : Appendix A
Appendix A to Part 1273 - Exceptions to the General Disclosure
Standards
A. Related-party transactions. Item 404 of Regulation
S-K, 17 CFR 229.404, requires the disclosure of certain
relationships and related party transactions. In light of the
cooperative nature of the Bank System, related-party transactions
are to be expected, and a disclosure of all related-party
transactions that meet the threshold would not be meaningful.
Instead, the combined annual report will disclose the percent of
advances to members an officer of which serves as a Bank director,
and list the top ten holders of advances in the Bank System and the
top five holders of advances by Bank, with a further disclosure
indicating which of these members had an officer that served as a
Bank director. The combined financial report will also disclose the
top ten holders of advances in the Bank System by holding company,
where the advances of all affiliates within a holding company are
aggregated.
B. Biographical information. The biographical information
required by Items 401 and 405 of Regulation S-K, 17 CFR 229.401 and
405, will be provided only for members of the OF board of
directors, including the Bank presidents, the Chair and Vice-Chair
of the board of directors of each Bank, and the Chief Executive
Officer of OF.
C. Compensation. The information on compensation required
by Item 402 of Regulation S-K, 17 CFR 229.402, will be provided
only for Bank presidents and the CEO of the OF.
D. Submission of matters to a vote of stockholders. No
information will be presented on matters submitted to shareholders
for a vote, as otherwise required by Item 4 of the SEC's form 10-K,
17 CFR 249.310.
E. Exhibits. The exhibits required by Item 601 of
Regulation S-K, 17 CFR 229.601, are not applicable and will not be
provided.
F. Per share information. The statement of financial
information required by Items 301 and 302 of Rule S-K, 17 CFR
229.301 and 302, is inapplicable because the shares of the Banks
are subscription capital that trades at par, and the shares expand
or contract with changes in member assets or advance levels.
G. Beneficial ownership. Item 403 of Rule S-K, 17 CFR
229.403, requires the disclosure of security ownership of certain
beneficial owners and management. The combined financial report
will provide a listing of the ten largest holders of capital stock
in the Bank System and a listing of the five largest holders of
capital stock by Bank. This listing will also indicate which
members had an officer that served as a director of a Bank. The
combined financial report will also disclose the top ten holders of
Bank stock in the Bank System by holding company, where the Bank
stock of all affiliates within a holding company is aggregated.
[75 FR 23161, May 3, 2010, as amended at 81 FR 76299, Nov. 2, 2016]