Disclosure Framework for. Securities Settlement Systems

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1 Disclosure Framework for Securities Settlement Systems Updated version December 2014

2 Table of Contents Introduction... 3 I. Basic information... 4 II. Rules and procedures of the SSS III. Relationships with participants IV. Relationship with other SSSs and commercial intermediaries V. Securities transfers, funds transfers and linkages between transfers VI. Default procedures VII. Securities overdrafts, securities lending and back-to-back transactions VIII. Risk control measures IX. Operational risks Glossary

3 Introduction The following document consists of the responses made by Depozitarul Central to the Disclosure Framework for Securities Settlement Systems. The Disclosure Framework was developed under the auspices of the Committee on Payment and Settlement Systems and the International Organization of Securities Commissions. The sections below are intended to elicit important information from SSSs in the areas of organizational structure and market context, ownership arrangements, rules and procedures, relationships with participants, links to other SSSs and intermediaries, procedures for funds and securities transfers, default procedures, settlement of back-to back transactions, risk control measures and operational risks. Consistent with the purpose of the Disclosure Framework, Depozitarul Central s response provides only a general overview on how Depozitarul Central approaches certain risk management issues. Therefore, this document should not be relied upon Depozitarul Central participants or others as a complete discussion of these matters. The present Depozitarul Central s Disclosure Framework for Securities Settlement Systems is drafted in line with CPSS IOSCO Recommendations disclosure template in force before the end of

4 I. Basic information This section addresses a number of fundamental features of the SSS, and provides the market context for its operation. The questions establish the basic functions of the SSS, including the securities for which it provides settlement services, as well as whether the SSS offers other services. Questions on the organizational and ownership structure of the SSS elicit information on its legal basis and corporate governance. A wide variety of organizational structures and business functions are possible for SSSs. For example, systems may be owned by central banks, by their participants or by an independent private sector entity that may or may not be operated for profit. It is helpful to distinguish the type of ownership, the organizational and decision making structure of the SSS and the financial resources of the SSS, as well as the supervisory oversight to which the system is subject, as a first step in clarifying the respective responsibilities of all relevant parties. A. What is the name of the SSS? Name of the Romanian SSS: Short name: DEPOZITARUL CENTRAL S.A. DEPOZITARUL CENTRAL B. Where and in which time zone is the SSS located? DEPOZITARUL CENTRAL is located in Central-Eastern Europe, Bucharest, no Carol 1 Boulevard, Floor 8, District 2, Bucharest , Romania. The applicable time zone is Eastern European Time (EET) that is GMT+2 hour standard. C. What functions does the SSS perform? Depozitarul Central provides safekeeping, settlement and registration services for securities traded on the regulated markets or alternative trading systems. It also performs other collateral operations in accordance with the Law 297/ 2004 regarding the capital market, acting also as the administrator of the settlement securities payment system which ensures the clearing of funds and the settlement of trades, according to the National Bank of Romania (NBR) regulations. As Association of National Numbering Agencies (ANNA) member, Depozitarul Central is the sole institution within Romania authorised to allocate and manage International Securities Identification Number (ISIN) and Classification of Financial Instruments (CFI) codes. 4

5 Depozitarul Central provides clearing and settlement services for the following trading venues: - Bucharest Stock Exchange (regular spot market) - Alternative Trading System (ATS) which has two components: local and international - RASDAQ - Unlisted market Additionally, Depozitarul Central provides cross-border settlement and custody services (both for local and foreign investors) and also provides registry and paying agent services for several issuers. For cross-border operations, Depozitarul Central has established direct/indirect DvP links with 20 markets, in 13 different currencies. 1. Does the SSS serve as a securities depository and/or provide securities settlement services? Depozitarul Central serves as securities depository and provides securities settlement services for the stock exchange and also off-exchange market. (a) What types of instrument are eligible for deposit at the SSS (e.g. debt, equities, warrants, etc.)? The following instruments are eligible for deposit at Depozitarul Central: equities, subscription and pre-emptive rights debts instruments (government securities, municipal and corporate bonds) investment fund, exchange traded funds (ETFs) index certificates, structured products All securities issued to the public in Romania are eligible for deposit at Depozitarul Central. In general, foreign securities in book entry form are also eligible but acceptance is subject to the issue s eligibility at one of Depozitarul Central s foreign depository service providers (Clearstream Banking Luxembourg, Citibank London UK). (b) What types of instrument are eligible for transfer within the SSS? All securities eligible for deposit are also eligible for transfer within Depozitarul Central; see C1.a). 5

6 (c) Please describe whether eligible securities are dematerialised, immobilised or transferred physically. Depozitarul Central processes exclusively dematerialised securities and transfers by book-entry. Financial instruments issued in materialised form will be immobilised and dematerialised before registering them in Depozitarul Central s system. (d) Does the SSS provide safekeeping for physical certificates? No, Depozitarul Central does not provide safekeeping services for physical certificates. 2. Does the SSS provide cash accounts and/or provide funds transfers in conjunction with securities transfers? If so, in what currencies? Depozitarul Central does not provide cash accounts. Payment (settlement) banks must have their RON cash accounts directly with the Central Bank (NBR), so in their case the cash leg of settlements (credits/debits) is performed on these NBR accounts. NBR, which owns the national electronic payment system (ReGIS), acts as Depozitarul Central s agent for the transfer of funds between payment (settlement) banks. Depozitarul Central is able to directly instruct the payment of funds through the RTGS system (ReGIS) managed by the NBR. Also, Depozitarul Central provides limited cash services in other currencies for all participants primarily in connection with cross-border transactions. 3. Does the SSS provide a trade matching service? Do others provide such services for securities settled in the SSS? Yes, Depozitarul Central matches FOP and DVP settlement instructions of off-exchange trading between Depozitarul Central s participants for off-exchange transactions. On receipt of a settlement instruction from a Depozitarul Central s participant, mandatory fields are compared against those entered by the counterparty (e.g. trade date, identification of securities and counterparties, total amount, settlement day, etc.). If they do not match then the trade will not be considered for settlement and will be reported as unmatched. This will be reflected to customers on various reports sent by Depozitarul Central via the RoClear Connect or RoClear SWIFT communication channels. 6

7 Depozitarul Central also performs the settlement of securities trades concluded on the Bucharest Stock Exchange, but receives already matched transactions so it is the Exchange itself who performs the matching. 4. Does the SSS provide a trade netting service (as distinct from undertaking the settlement of securities transfers on a net basis)? Do others provide such services for securities settled at the SSS? In either case, what types of netting (bilateral or multilateral), if any, are performed? Depozitarul Central provides netting services on the cash leg of settlement at the participant level while the security leg of settlement is settled on a gross basis. Depozitarul Central is the sole provider of trade netting services for all transactions concluded on the Exchange. Off-exchange transactions are settled on a gross basis. 5. Does the SSS offer a securities lending or borrowing programme? Depozitarul Central offers a securities Borrowing & Lending service beginning of All securities loan operations are based on a contract drafted according to Global Master Securities Lending Agreement (GMSLA). The collateral management, and its evaluation, is performed by Depozitarul Central, as agent, or by the participants to the RoClear system, depending on the type of entities performing the lending. Depozitarul Central verifies that the securities submitted as collateral comply with the eligibility criteria. 6. Does the SSS provide custodial and/or related services such as the collection of interest, dividends, principal or withholding tax reclamation? Which type of service are provided? Depozitarul Central is authorised to perform central security depository services, notary and central maintenance services with reference to all financial instruments admitted into the system. In addition, it provides corporate actions services for issuers of financial instruments, general meeting and other communication services related to the exercise of shareholders rights. For the processing of dividends, the issuer can choose Depozitarul Central or other entity (an agent). The Dividend National Service, launched by Depozitarul Central, began operations in July 2010 enabling a more efficient dividends payment. Depozitarul Central does not provide withholding tax reclamation or proxy voting services. 7

8 7. Does the SSS act as a central counterparty or principal to transactions with its participants? Depozitarul Central does not act as a CCP or as a principal. There is no CCP for spot market in Romania. 8. Other? Please specify. Not applicable. D. What type of organization is the SSS? Depozitarul Central is a joint stock company and it is 69% owned by the Bucharest Stock Exchange (BSE). Depozitarul Central provides safekeeping, settlement and registration services for securities traded on the BSE or on alternative trading systems. Depozitarul Central also performs other collateral operations in accordance with the Law 297/ 2004 regarding the capital market, and also acts as the administrator of the securities settlement system which ensures the clearing of funds and the settlement of trades, according to the NBR regulations. The Central Depository s system is called RoClear (Romanian Clearing Settlement, Custody, Depository and Registry System). Depozitarul Central started its activity on January 3rd, Since 2007, Depozitarul Central Central took over clearing-settlement, custody, safekeeping and registry operations from the Bucharest Stock Exchange, SNCDD depository and the independent registrars, thus offering one single point of access for the participants (brokers and custodian banks) and trading venues to the post-trading operations in the Romanian capital market. 1. Please indicate whether the SSS is a public sector or private sector entity. Depozitarul Central is a private sector entity. 2. Please indicate whether the SSS is organised on a for-profit or a non-profit basis. Depozitarul Central is organised on a for-profit basis. 3. What is the legal basis for the establishment of the SSS and for securities transfers made through it? The legal basis for the establishment and operation of the CSD is provided by: 8

9 Law no 297 of June 28 th, 2004 of the capital market (Capital Market Act) Law no. 253 of June 16 th, 2004 on settlement finality in payment and securities settlement systems Regulation no. 13/2005, regarding the authorization and the functioning of the central depository, of the clearing houses and central counterparties issued by Romanian National Securities Commission (presently, Financial Supervisory Authority) Regulation No 1/2005 issued by the National Bank of Romania The Law 297/2004 provides the post-trading activities to be externally of the stock exchange and the establishment of Depozitarul Central. Securities transfers are governed by the above mentioned acts and the Rulebook of Depozitarul Central approved by Financial Supervisory Authority FSA (in Romanian Autoritatea de Supraveghere Financiara) and NBR. E. Please describe and provide a diagram outlining the organizational and ownership structure of the SSS. The organizational structure of Depozitarul Central is as follows: Board of Governors Audit and Internal Control Department CEO CEO s Secretariat Legal Manager IT Manager Legal Departament Sales Department Compliance Departament Administr,Security Policies &CommunicationsDepartam ent Administrare, Politici Securitate si Comunicatii Counselors Development IT System Department Deputy General Manager Registry Operations Manager Registry Operations Issuer Department Registry Operations Participants DepartmentaHolders&Detin atori & Arhiva Registry Customers Relations Department Settlement Operations Manager Strategies, Development and Communication Manager Financial Manager Settlement & Risk Management Department Cross-border Operations Department Members&Settlement Customer Depatment Decontare Strategies and International Relations Department New Products Development Department Public Relations and Marketing Department Financial and Accounting Department Administrative Department Human Resources Department 9

10 1. Who are the owners of the SSS? Depozitarul Central is owned by: The Bucharest Stock Exchange (69%) Major issuers (19%) Credit institutions, investment firms and others (12%) 2. What entity or entities operate the SSS? Which functions of the SSS, if any, are outsourced to third parties? Depozitarul Central operates its own system. Depozitarul Central uses service suppliers such as communications networks to support Depozitarul Central s provision of services to its customers. 3. Does the SSS have a Board of Directors? Yes, Depozitarul Central has a Board of Directors. (a) What is its composition? The structure of the Board of Directors is determined by the shareholders, who made the proposals, according to the Company Law 31/1990 republished and updated. The General Meeting of shareholders of Depozitarul Central elects the Board of Directors. There are 9 members of the Board of Directors. All are non-executive members. Currently, the Board of Directors members represent the local participants, investment firms and credit institutions. All members must be authorised by the FSA after their election by the General meeting of shareholders of Depozitarul Central. (b) What are its responsibilities? The following matters shall fall within the main competence of the Board of Directors: notifying the FSA regarding any breach of Capital Market Law of the regulations issued by the National Securities Commission/FSA and the rules of Depozitarul Central, as well as the measures taken in this respect. approving the regulations and procedures issued by the Depozitarul Central 10

11 supervising the activity of the Depozitarul Central s Managers adopting IT security and control mechanisms in order to keep safe the stored data and information, the files and databases, including in case of special events appointing, dismissing and deciding the salary of the Depozitarul Central s Managers, also approving their job description checking the compliance with the integrity and professional experience requirements by the persons with management or control positions within the Depozitarul Central adopting the Company s draft budget, presents the Board of Directors report deciding the Company s main activity and development directions and submits them to the Ordinary General Shareholders Meeting for approval deciding the accounting and financial control system and approves financial planning The daily management of Depozitarul Central is delegated by the Board of Directors to the Executive Management, which determines and co-ordinates the day-to-day management of the different departments. F. Please describe the financial resources of the SSS. 1. Amount of paid-in capital and retained earnings? As at 31 December 2013, the share capital of Depozitarul Central is RON million consists of ordinary shares with a nominal value of RON 0.1 per share, all fully paid. Depozitarul Central s own financial resources at year-end 2013 consist of shareholder equity of RON million (EUR million) broken down into: Share capital - RON million Reserves - RON 1.13 million Share premium RON 1.10 million Revaluation differences - RON 1.6 million 2. Guarantees, insurance coverage or other similar arrangements? Depozitarul Central has insurances that cover both IT equipment, data loses and directors and officers. 3. Credit lines or letters of credit? 11

12 Depozitarul Central has no agreement for credit lines or letters of credit. 4. Powers to assess participants or equity holders? Pursuant to law and under its rules, Depozitarul Central is entitled to assess and verify that the participants have sufficient economic operating conditions. G. Please describe whether the SSS or its operator is subject to authorisation, supervision or oversight by an external authority. Depozitarul Central is authorised, regulated and oversight by the Financial Supervisory Authority (FSA) and the National Bank of Romania (NBR). Following its internal rules, the FSA carries out planned and targeted inspections of the Depozitarul Central operations and their compliance with laws and regulations. 12

13 II. Rules and procedures of the SSS It is important that SSSs have clear rules and procedures governing all major aspects of their operations. If participants have access to these rules and procedures, they will be able to form clear expectations about the actions of the SSS and will be able to use their understanding to make decisions on that basis. This is particularly important with regard to the resolution of failures to settle or other potential disruptions to the operation of the SSS. The rules and procedures also typically describe the structures and processes for taking decisions that are at the core of any organization s corporate governance. For SSS operators, the integrity of the decision-making processes and the means for communicating decisions is important to the level of confidence participants have in the system s ability to manage risk fairly and effectively. The questions below focus broadly on how participants can obtain copies of the SSS s rules and procedures, how participants can provide input to the rules and procedures, how they are notified of changes, the applicability of the rules and procedures to the SSS as well as its participants, and the circumstances under which the rules and procedures can be overridden. Taken together, the questions are intended to provide participants with an understanding of the role that the system s rules and procedures play within the operation of the SSS. A. Does the SSS maintain a complete list of the rules and procedures governing the rights and obligations of participants and the duties of the SSS? The rights and obligations of Depozitarul Central s participants are determined in the Rulebook of Depozitarul Central. The relation between participants and Depozitarul Central is governed by contractual agreements. Standard agreements are published on the company website. Depozitarul Central had implemented all necessary internal procedures related to its own duties and in relation with the rights and obligations and duties of the participants. The internal procedures are revised and updated on regular basis and every time is necessary. The most relevant aspects, with direct impact on the rights and obligations of the participants, are provided in the Depozitarul Central Rulebook, published on the company website. 1. How can participants obtain a copy of the rules and procedures? The Rulebook is available from Depozitarul Central s proprietary communication system, its official website or directly from the company both in Romanian and English. 13

14 Before becoming a Depozitarul Central s participant, customers are provided with all necessary documentation. 2. Does other documentation provided to participants (e.g. user guides) have the same status as the rules and procedures? Yes. Other documentation (for example technical procedures) provided to participants does have the same status as the Rules. 3. Describe the process for changing rules and procedures, including any need for regulatory approval. (a) What authority is required, and how does this differ depending on the type of change involved? Depozitarul Central s Rulebook is subject to the approval of the Board of Directors, Financial Supervisory Authority (FSA) and the National Bank of Romania (NBR). In case of amendments there is the same approval procedure to be followed. (b) How are participants notified of changes in rules and procedures? All amendments are published through Depozitarul Central s proprietary communication channel and website. The amendments of the Rulebook are also published in the FSA Official Gazette. (c) Is there a procedure for participants or others to comment on proposed rule changes? Depending on the type of rules or procedures being amended and on the urgency of the change, participants may or may not be able to comment on changes prior to their becoming definitive. The securities players participate in users groups like National Market Practice Group (RO NMPG), Romanian Market Implementation Group (RO-MIG) and T2S Romanian National User Group (RO-NUG). According to the topic of each user group, the key - staff of investments firms, custodian agents and issuers are involved in the setting up the market practices for settlement and reconciliation, corporate actions and in the implementation of European Standards in the Romanian market. 14

15 B. Are the rules and procedures binding on the SSS as well as its participants? Under what conditions and on whose authority can written rules and procedures be waived or suspended by the SSS? Rules and procedures are binding on both Depozitarul Central and its participants. Since all the applicable rules and procedures issued by Depozitarul Central are prior approved by FSA and/or NBR, all the waivers or suspension period should be submitted to the same authorities before entering in force. Usually, these measures are considered when transitional periods are needed in order to implement new rules, standards or other technical developments as a result of changes in the secondary legislation. 15

16 III. Relationships with participants In evaluating SSSs, it is essential that participants understand the nature of the relationships that the systems have with their participants. The different types of membership that are available as well as the requirements for admission as a participant should be understood. A knowledge of the account structure of the SSS is also important for an informed evaluation of the system. Participants should understand whether this structure allows or require the segregation of their customers cash or securities in separate account or sub- accounts at the SSS. This section addresses the issues as well as the procedures for and consequences of terminating participation in the SSS. Because of loss-sharing or other arrangements, termination of membership may not extinguish all obligations of participants with respect to the SSS. General limitation on SSS liability to participants are the subject of the final question in this section. These questions are obviously important in enabling participants to establish the magnitude of their exposures to different risks associated with the SSS. Although these questions provide the basic framework of the relationship between participants and the SSS, many of the most important aspects of these relationships concern the resolution of failures to settle or events of default. Specific questions on these topics are discussed in Section VII below. A. Please describe the types of membership offered by the SSS. Depozitarul Central s participants and members are of the following types: intermediaries (investment firms and credit institutions), custodian agents, payment (settlement) banks, CSDs, central banks. There are also issuers which are clients of Depozitarul Central but are not considered members in this sense. 1. How do the types differ? Payment (settlement) banks are credit institutions authorised by the NBR or by another supervision authority of another member state which participate in the funds settlement of transactions with securities carried out within the trading systems and where intermediaries (investment firms as participants to the clearing-settlement and registry system managed by Depozitarul Central) are holders of cash settlement accounts. 16

17 Intermediaries are participants to the clearing-settlement and registry system and are defined according to Law 297/2004 regarding the capital market, art. 2, point 14, which concluded a contract for participating to Depozitarul Central s system. Custodian Agents are intermediaries registered in the FSA Register, intermediaries section, the object of activity of which includes the service mentioned at art. 7 par. (1) point 6, letter a) of Government Emergency Ordinance no. 99/2006, approved by Law no. 227/2007, carrying out securities custody and administration services for clients that empowered it accordingly and that concluded a contract for the participation to Depozitarul Central s system based on the specific custody regulations issued by Depozitarul Central. 2. Within each membership category, are all participants subject to the same rules and procedures? Please describe important exceptions, including both differences in rules across participants and the rationale for these differences. All members within the same membership level are subject to the same rules and procedures. B. Can participants establish accounts for their customers assets that are segregated from their own asset accounts at the SSS? Participant s asset accounts are segregated from their customers asset accounts. 1. If so, is this accomplished through a single omnibus customer account or through a multiplicity of accounts and/or sub-accounts? The direct participants in the Depozitarul Central system (i.e. intermediaries and custodians) open proprietary and client global accounts at the Depozitarul Central level. The sub-accounts of global accounts in the name of participant s clients are opened at the participant level. 2. Is the segregation optional or compulsory? The segregation between proprietary and client assets is compulsory by law. 3. Does the fact that a sub-account at the SSS bears the name of a third party give any rights to that third party as a participant under the rules of the system? There are no sub-accounts at the SSS. Depozitarul Central does not recognize this type of indirect relationship with such third parties. 17

18 C. Please describe participant requirements for each type of membership. 1. Are participants required to be domiciled or resident in a particular jurisdiction? Participants are not required to be domiciled or resident in a particular jurisdiction. 2. Are participants required to be subject to a supervisory regime? If so, please describe. The primary criterion of membership within Depozitarul Central is a valid license from a relevant supervisory authority. The FSA cooperates with supervisory bodies of the EU Member States for the supervision of companies providing investment services resident in the EU offering services in Romania. Intermediaries have to be authorized by the FSA and Depozitarul Central, or registered in the FSA Public Registry and authorized by Depozitarul Central. 3. Are participants required to hold an equity stake in the SSS? No, there is no requirement for its participants to hold an equity stake in Depozitarul Central. 4. Are there financial, economic, personal or other requirements (e.g. minimum capital requirements, "fit and proper" tests)? If so, please describe. Depozitarul Central membership is open to any party that is eligible for membership according to the law. When an institution applies for becoming Depozitarul Central s participant it has to meet a list of criteria (operational, technical, minimum capital requirements etc) such as: technical terms requested by Depozitarul Central (hardware and software minimal configuration), respectively the minimal technical requirements in order to run the client application of Depozitarul Central s system at least two agents participating in the clearing-settlement and registry system authorized by Depozitarul Central; paying the fee for admission as Participant; concluding of a set of standards documents made available by Depozitarul Central (e.g.: the contracts) paying the contribution to the Guarantee Fund and submitting the margin according to the provisions of Depozitarul Central s Rulebook; concluding of a settlement contract with a clearing participant (if the case maybe); the intermediaries intending to obtain the quality of custodian agent must have a share capital amounting to at least the equivalent of EUR 2,000,

19 The intermediaries contribution to the Guarantee Fund is 3% applied to the value of their equity capital but no more than 10,000 EUR. Custodian agents contribution to the Guarantee Fund is a fixed amount of 20,000 EUR. Settlement banks: In order to be admitted by Depozitarul Central as a settlement bank, the applicant credit institution must submit to Depozitarul Central the following documents: a) admission application; b) copy of the authorization issued by NBR; c) copy of the participation contract to the ReGIS system; d) copy of the contract for collateral pledge and execution concluded with the NBR; e) copy of the Registration Certificate; f) copy of the IBAN account for the billing account; g) settlement contract concluded with Depozitarul Central, signed by the legal representatives of the requesting institution; h) signature specimens page for at least two persons authorized to sign the correspondence with Depozitarul Central; i) payment order that proves the payment of fees established by Depozitarul Central. D. Does the SSS engage in oversight of its participant s to ensure that their actions are in accordance with its rules and procedures? If so, please describe. The SSS monitors to ensure that participants actions are in accordance with its rules and procedures. The supervision of Depozitarul Central s participants is the duty of FSA. E. Under what conditions can participants terminate their membership in the SSS? Does this mark the end of all liabilities of the participant? If not, please describe what liabilities could remain. Participants can terminate their membership according to the conditions stated in the Rulebook of Depozitarul Central and following a written application signed by the authorized signatories. The termination is effected only if all due obligations have been settled. F. Under what conditions can the SSS terminate a participants membership in the SSS? Participant membership can be suspended: if the participant breaches the provisions of the Rulebook and following a sanction applied by Depozitarul Central for an illegal fact according to the legal status of the Depozitarul Central 19

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