HTML PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN"EN
23.2.2013 Official
Journal
of
the
European
Union L
52/25
COMMISSION DELEGATED REGULATION (EU) No 150/2013
of 19 December 2012
supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council on
OTC derivatives, central counterparties and trade repositories with regard to regulatory technical
standards specifying the details of the application for registration as a trade repository
(Text with EEA relevance)
THE EUROPEAN COMMISSION,
(5) Although
when
a
trade
repository
operates
through
branches, these are not separate legal persons, separate
information on branches should be provided in order to
Having regard to the Treaty on the Functioning of the European
enable ESMA to clearly identify the position of the
Union,
branches in the organisational structure of the trade
repository, assess the fitness for duty and appropriateness
of the senior management of the branches, and evaluate
Having regard to the opinion of the European Central Bank ( 1 ),
whether the control mechanisms, compliance and other
functions in place are considered to be robust and
enough to identify, evaluate and manage the branches’
Having regard to Regulation (EU) No 648/2012 of the European
risks in an appropriate manner.
Parliament and of the Council of 4 July 2012 on OTC deriva
tives, central counterparties and trade repositories ( 2 ), and in
particular Article 56(3) thereof,
(6) It
is
important
for
an
applicant
to
provide
ESMA
with
information on ancillary services, or other business lines
that the trade repository offers outside its core activity of
Whereas:
derivatives reporting, particularly as regards its central
core activity of regulatory reporting.
(1) Rules
should
be
laid
down
specifying
the
information
to
be provided to the European Securities and Markets
(7) In
order
for
ESMA
to
assess
the
continuity
and
orderly
Authority (ESMA) as part of an application for regis
function of an applicant trade repository’s technological
tration as a trade repository.
systems, that applicant should provide ESMA with
descriptions of those relevant technological systems and
how they are managed. The applicant should also
(2) Any
person
applying
for
registration
as
a
trade
repository
describe any outsourcing arrangements that are relevant
should provide information on the structure of its
for its services.
internal controls and the independence of its governing
bodies, in order to enable ESMA to assess whether the
corporate governance structure ensures the independence
(8) The
fees
associated
with
the
services
provided
by
trade
of the trade repository and whether that structure and its
repositories are important information for enabling
reporting routines are adequate.
market participants to make an informed choice and
should therefore form part of the application for regis
tration as trade repository.
(3) ESMA,
as
established
by
Regulation
(EU)
No
1095/2010
of the European Parliament and of the Council of
24 November 2010 establishing a European Supervisory
(9) Given
that
market
participants
and
regulators
rely
on
the
Authority (European Securities and Markets Auth
data maintained by trade repositories, strict operational
ority) ( 3 ), is responsible for the registration and super
and record-keeping requirements should be clearly distin
vision of trade repositories under Title VI of Regulation
guishable in a trade repository’s application for regis
(EU) No 648/2012. For the purpose of enabling ESMA to
tration.
assess the good repute, as well as the experience and
skills of the prospective trade repository senior
management, an applicant trade repository should
(10) The
risk
management
models
associated
with
the
services
provide the relevant information to perform such an
provided by a trade repository are a necessary item in its
assessment.
application for registration so as to enable market
participants to make an informed choice.
(4) The applicant trade repository should provide
information to ESMA to demonstrate that it has the
(11) In order to secure full access to the trade repository, third
necessary financial resources at its disposal for the
party service providers are granted non-discriminatory
performance of its functions on an on-going basis and
access to information maintained by the trade repository,
adequate business continuity arrangements.
on the condition that the entity providing the data and
the relevant counterparties have provided their consent.
An applicant trade repository should therefore provide
( 1 ) Not yet published in the Official Journal.
( 2 ) OJ L 201, 27.7.2012, p. 1.
ESMA with information about its access policies and
( 3 ) OJ L 331, 15.12.2010, p. 84.
procedures.

---

L 52/26
EN
Official Journal of the European Union
23.2.2013
(12) In
order
to
carry
out
its
authorisation
duties
effectively,
(f) the name and contact details of the person(s) responsible for
ESMA should receive all information from trade reposi
compliance, or any other staff involved in compliance
tories, related third parties and third parties to whom the
assessments for the applicant;
trade repositories have outsourced operational functions
and activities. Such information is necessary to assess or
complete the assessment of the application for regis
(g) the programme of operations, including indications of the
tration and the documentation therein.
location of the main business activities;
(13) This Regulation is based on the draft regulatory technical
(h) the identification of any subsidiaries and, where relevant, the
standards submitted by ESMA to the Commission.
group structure;
(14) In accordance with Article 10 of Regulation (EU)
(i) any service, other than the trade repository function, that
No 1095/2010, ESMA has conducted open public
the applicant intends to provide;
consultations on the draft regulatory technical standards,
analysed the potential related costs and benefits and
requested the opinion of the ESMA Securities and
(j) any information on any pending judicial, administrative,
Markets Stakeholder Group established in accordance
arbitration or any other litigation proceedings irrespective
with Article 37 of that Regulation,
of their type, that the applicant may be party to, particularly
as regards tax and insolvency matters and where significant
financial or reputational costs may be incurred, or any non-
pending proceedings, that may still have any material
HAS ADOPTED THIS REGULATION:
impact on trade repository costs.
CHAPTER 1
3. Upon
request
by
ESMA,
the
applicants
shall
also
send
to
it
REGISTRATION
additional information during the examination of the appli
cation for registration where such information is needed for
SECTION 1
the assessment of the applicants’ capacity to comply with the
General
requirements set out in Articles 56 to 59 of Regulation (EU)
No 648/2012 and for ESMA to duly interpret and analyse the
Article 1
documentation to be submitted or already submitted.
Identification, legal status and class of derivatives
1. An
application
for
registration
as
a
trade
repository
shall 4. Where
an
applicant
considers
that
a
requirement
of
this
identify the applicant and the activities it intends to carry out
Regulation is not applicable to it, it shall clearly indicate that
which require it to be registered as a trade repository.
requirement in its application and also provide an explanation
why such requirement does not apply.
2. The
application
for
registration
as
a
trade
repository
shall
in particular contain the following information:
Article 2
Policies and procedures
(a) the corporate name of the applicant and legal address
Where information regarding policies or procedures is to be
within the Union;
provided, an applicant shall ensure that the policies or
procedures contain or are accompanied by each of the
following items:
(b) an excerpt from the relevant commercial or court register,
or other forms of certified evidence of the place of incor
poration and scope of business activity of the applicant,
(a) an indication of the person responsible for the approval and
valid at the application date;
maintenance of the policies and procedures;
(b) a description of how compliance with the policies and
(c) information on the classes of derivatives for which the
procedures will be ensured and monitored, and the person
applicant wishes to be registered;
responsible for compliance in that regard;
(d) the articles of incorporation and, where relevant, other
(c) a description of the measures to adopt in the event of a
statutory documentation stating that the applicant is to
breach of policies and procedures;
conduct trade repository services;
(d) an indication of the procedure for reporting to ESMA any
(e) the minutes from the meeting where the board approved
material breach of policies or procedures which may result
the application;
in a breach of the conditions for initial registration.

---

EN
23.2.2013 Official
Journal
of
the
European
Union L
52/27
SECTION 2
Article 6
Ownership
Corporate governance
Article 3
1. An
application
for
registration
as
a
trade
repository
shall
contain information regarding the applicant’s internal corporate
Ownership of the trade repository
governance policies and the procedures and terms of reference
1. An
application
for
registration
as
a
trade
repository
shall which govern its senior management, including the board, its
contain:
non-executive members and, where established, committees.
(a) a list containing the name of each person or entity who
2. That
information
shall
include
a
description
of
the
directly or indirectly holds 5 % or more of the applicants
selection process, appointment, performance evaluation and
capital or of its voting rights or whose holding makes it
removal of senior management and members of the board.
possible to exercise a significant influence over the
applicants management;
3. Where
the
applicant
adheres
to
a
recognised
corporate
governance code of conduct, the application for registration
(b) a list of any undertakings in which a person referred to in
as a trade repository shall identify the code and provide an
point (a) holds 5 % or more of the capital or voting rights
explanation for any situations where the applicant deviates
or over whose management they exercise a significant
from the code.
influence.
2. Where the applicant has a parent undertaking, it shall:
Article 7
Internal controls
(a) identify the legal address;
1. An
application
for
registration
as
a
trade
repository
shall
contain an overview of the internal controls of the applicant.
This shall include information regarding its compliance
(b) indicate whether the parent undertaking is authorised or
function, review function, risk assessment, internal control
registered and subject to supervision, and when this is the
mechanisms and arrangements of its internal audit function.
case, state any reference number and the name of the
responsible supervisory authority.
2. The
overview
shall
include
information
on
the
following
matters:
Article 4
Ownership chart
(a) the applicants’ internal control policies and procedures;
1. An
application
for
registration
as
a
trade
repository
shall
contain a chart showing the ownership links between the parent
undertaking, subsidiaries and any other associated entities or
(b) the monitoring and evaluation of the adequacy and effec
branches.
tiveness of the applicant’s systems;
2. The
undertakings
shown
in
the
chart
referred
to
in
(c) the control and safeguard for the applicant’s information
paragraph 1 shall be identified by their full name, legal status
processing systems;
and legal address.
SECTION 3
(d) the internal bodies in charge of the evaluation of the
findings.
Organisational structure, governance and compliance
Article 5
3. An
application
for
registration
as
a
trade
repository
shall
Organisational chart
contain the following information with respect to the appli
1. An
application
for
registration
as
a
trade
repository
shall cant’s internal audit function:
contain the organisational chart detailing the organisational
structure of the applicant, including that of any ancillary
services.
(a) an explanation of how its internal audit methodology is
developed and applied taking into account the nature of
the applicant’s activities, complexities and risks;
2. That chart shall include information about the identity of
the person responsible for each significant role, including senior
management and persons who direct the activities of any
(b) a work plan for three years following the date of appli
branches.
cation.

---

L 52/28
EN
Official Journal of the European Union
23.2.2013
Article 8
(iii) have been subject to an adverse judicial finding in civil
proceedings before a court in connection with the
Regulatory compliance
provision of financial or data services, or for impro
An application for registration as a trade repository shall
priety or fraud in the management of a business;
contain the following information regarding an applicant’s
policies and procedures for ensuring compliance with Regu
lation (EU) No 648/2012:
(iv) have been part of the board or senior management of
an undertaking whose registration or authorisation
was withdrawn by a regulatory body;
(a) a description of the roles of the persons responsible for
compliance and of any other staff involved in the
(v) have been refused the right to carry on activities which
compliance assessments, including how the independence
require registration or authorisation by a regulatory
of the compliance function from the rest of the business
body;
will be ensured;
(vi) have been part of the board or senior management of
(b) the internal policies and procedures designed to ensure that
an undertaking which has gone into insolvency or
the applicant, including its managers and employees,
liquidation while this person was connected to the
comply with all the provisions of Regulation (EU)
undertaking or within a year of the person ceasing
No 648/2012, including a description of the role of the
to be connected to the undertaking;
board and senior management;
(vii) have been part of the board or senior management of
(c) where available, the most recent internal report prepared by
an undertaking which was subject to an adverse
the persons responsible for compliance or any other staff
decision or penalty by a regulatory body;
involved in compliance assessments within the applicant.
(viii) have been otherwise fined, suspended, disqualified, or
been subject to any other sanction in relation to fraud,
Article 9
embezzlement or in connection with the provision of
Senior management and members of the board
financial or data services, by a government, regulatory
or professional body;
1. An
application
for
registration
as
a
trade
repository
shall
contain the following information in respect of each member of
the senior management and each member of the board:
(ix) have been disqualified from acting as a director,
disqualified from acting in any managerial capacity,
dismissed from employment or other appointment in
(a) a copy of the curriculum vitae in order to enable the
an undertaking as a consequence of misconduct or
assessment on the adequate experience and knowledge to
malpractice;
adequately perform their responsibilities;
(d) a declaration of any potential conflicts of interests that the
(b) details regarding any criminal convictions in connection
senior management and the members of the board may
with the provision of financial or data services or in
have in performing their duties and how these conflicts
relation to acts of fraud or embezzlement, notably via an
are managed.
official certificate if available within the relevant Member
State;
2. Any
information
received
by
ESMA
under
paragraph
1
shall only be used for the purpose of registration and
compliance at all times with the conditions for registration of
(c) a self-declaration of good repute in relation to the provision
the applicant trade repository.
of a financial or data service, where each member of the
senior management and the board states whether they:
SECTION 4
(i) have been convicted of any criminal offence in
Staffing and remuneration
connection with the provision of financial or data
Article 10
services or in relation to acts of fraud or
embezzlement;
Staffing policies and procedures
An application for registration as a trade repository shall
contain the following policies and procedures:
(ii) have been subject to an adverse decision in any
proceedings of a disciplinary nature brought by a regu
latory authority or government bodies or agencies or
(a) a copy of the remuneration policy for the senior
are the subject of any such proceedings which are not
management, board members and the staff employed in
concluded;
risk and control functions of the applicant;

---

EN
23.2.2013 Official
Journal
of
the
European
Union L
52/29
(b) a description of the measures put in place by the applicant
(c) if the applicant is audited, the name and the national regis
to mitigate the risk of over-reliance on any individual
tration number of the external auditor;
employees.
(d) a financial business plan contemplating different business
Article 11
scenarios for the trade repository services, over a
minimum three years reference period.
Fitness and properness
An application for registration as a trade repository shall
contain the following information about the applicant’s staff:
2. Where
historical
financial
information
referred
to
in
paragraph 1 is not available, an application for registration as
a trade repository shall contain the following information about
(a) a general list of the staff employed including their role and
the applicant:
qualifications per role;
(a) the pro-forma statement demonstrating proper resources
(b) a specific description of the information technology staff
and expected business status in six months after registration
employed for providing the trade repository services
is granted;
including their role and qualifications of each individual;
(b) an interim financial report where the financial statements
(c) a description of the roles and qualifications of each indi
are not yet available for the requested period of time;
vidual who is responsible for internal audit, internal
controls, compliance, risk assessment and internal review;
(c) a statement of financial position, such as a balance sheet,
income statement, changes in equity and of cash flows and
(d) the identification of the dedicated staff members and those
notes comprising a summary of accounting policies and
members of the staff that are operating under an
other explanatory notes.
outsourcing arrangement;
3. An
application
for
registration
as
a
trade
repository
shall
(e) details regarding the training and development relevant to
contain the audited annual financial statements of any parent
the trade repository business, including any examination or
undertaking for the three financial years preceding the date of
other type of formal assessment required for staff regarding
the application.
the conduct of trade repository activities.
4. An
application
for
registration
as
a
trade
repository
shall
SECTION 5
also contain the following financial information about the
applicant:
Financial resources for the performance of the trade repository
Article 12
(a) an indication of future plans for the establishment of
Financial reports and business plans
subsidiaries and their location;
1. An
application
for
registration
as
a
trade
repository
shall
contain the following financial and business information about
the applicant:
(b) a description of the business activities which the applicant
plans to carry out, specifying the activities of any
subsidiaries or branches.
(a) a complete set of financial statements, prepared in
conformity with international standards adopted in
accordance with Article 3 of Regulation (EC) No 1606/2002
SECTION 6
of the European Parliament and of the Council of 19 July
Conflicts of interest
2002 on the application of international accounting stan
dards ( 1 );
Article 13
Management of conflicts of interest
(b) where the financial statements of the applicant are subject
An application for registration as a trade repository shall
to statutory audit within the meaning given in Article 2(1)
contain the following information on the policies and
of the Directive 2006/43/EC of the European Parliament
procedures to manage conflicts of interest put in place by the
and of the Council of 17 May 2006 on statutory audits
applicant:
of annual accounts and consolidated accounts ( 2 ), the
financial reports shall include the audit report on the
annual and consolidated financial statements;
(a) policies and procedures with respect to the identification,
management and disclosure of conflicts of interest and a
( 1 ) OJ L 243, 11.9.2002, p. 1.
description of the process used to ensure that the relevant
( 2 ) OJ L 157, 9.6.2006, p. 87.
persons are aware of the policies and procedures;

---

L 52/30
EN
Official Journal of the European Union
23.2.2013
(b) any other measures and controls put in place to ensure the
(b) the investment and renewal policies on information tech
requirements referred to in point (a) on conflicts of interest
nology resources of the applicant;
management are met.
(c) outsourcing arrangements entered into by the applicant,
Article 14
together with the methods employed to monitor the
service level of the outsourced functions and a copy of
Confidentiality
the contracts governing such arrangements.
1. An
application
for
registration
as
a
trade
repository
shall
contain the internal policies and mechanisms preventing any
use of information stored in the prospective trade repository:
Article 17
Ancillary services
(a) for illegitimate purposes;
Where an applicant, an undertaking within its group, or an
undertaking with which the applicant has a material
agreement relating to trading or post-trading service offers, or
(b) for disclosure of confidential information;
plans to offer any ancillary services, its application for regis
tration as a trade repository shall contain a description of:
(c) not permitted for commercial use.
(a) the ancillary services that the applicant, or its parent group,
performs and a description of any agreement that the trade
repository may have with companies offering trading, post-
2. The
latter
shall
include
a
description
of
the
internal
trading, or other related services, as well as copies of such
procedures on the staff permissions for using passwords to
agreements;
access the data, specifying the staff purpose, the scope of data
being viewed and any restrictions on the use of data.
(b) the procedures and policies that will ensure the operational
separation between the applicant’s trade repository services
3. Applicants
shall
provide
ESMA
with
information
on
the
and other business lines, including in the case that a
processes to keep a log identifying each staff member accessing
separate business line is run by the trade repository, a
the data, the time of access, the nature of data accessed and the
company belonging to its holding company, or any other
purpose.
company within which it has a material agreement in the
context of the trading or post-trading chain or business line.
Article 15
Inventory and mitigation of conflicts of interest
SECTION 8
1. An
application
for
registration
as
a
trade
repository
shall
Access rules
contain an up-to-date inventory, at the time of the application,
Article 18
of existing material conflicts of interest in relation to any
ancillary or other related services provided by the applicant
Transparency about access rules
and a description of how these are being managed.
An application for registration as a trade repository shall
contain:
2. Where an applicant is part of a group, the inventory shall
include any material conflicts of interest arising from other
(a) the access policies and procedures pursuant to which users
undertakings within the group and how these conflicts are
access data in a trade repository including any process by
being managed.
which users may need to amend or modify registered
contracts;
SECTION 7
Resources and procedures
(b) a copy of the terms and conditions which determine the
user’s rights and obligations;
Article 16
Information Technology resources and outsourcing
(c) a description of the different categories of access available to
An application for registration as a trade repository shall
users if more than one;
contain a description of the following matters:
(d) the access policies and procedures pursuant to which other
(a) the systems and user facilities developed by the applicant in
services providers may have non-discriminatory access to
order to provide services to the clients, including a copy of
information maintained by the trade repository where the
any user manual and internal procedures;
relevant counterparties have provided their consent.

---

EN
23.2.2013 Official
Journal
of
the
European
Union L
52/31
Article 19
(b) a description of the liquid net assets funded by equity to
cover potential general business losses in order to continue
Transparency about compliance arrangements and
providing services as a going concern, and an assessment of
accuracy of data
the sufficiency of its financial resources with the aim of
An application for registration as a trade repository shall
covering the operational costs of a wind-down or reorgani
contain the procedures put in place by the applicant in order
sation of the critical operations and services over at least a
to verify:
six month period;
(a) the compliance of the reporting counterparty or submitting
(c) the applicant’s business continuity plan and an indication of
entity with the reporting requirements;
the policy for updating the plan. In particular, the plan shall
include:
(b) the correctness of the information reported;
(i) all business processes, escalation procedures and
related systems which are critical to ensuring the
services of the trade repository applicant, including
(c) that data can be reconciled between trade repositories if
any relevant outsourced service and including the
counterparties report to different trade repositories.
trade repository strategy, policy and objectives
towards the continuity of these processes;
Article 20
(ii) the arrangements in place with other financial market
Pricing policy transparency
infrastructure providers including other trade reposi
tories;
An application for registration as a trade repository shall
contain a description of the applicant’s:
(iii) the arrangements to ensure a minimum service level of
the critical functions and the expected timing of the
(a) pricing policy, including any existing discounts and rebates
completion of the full recovery of those processes;
and conditions to benefit from such reductions;
(iv) the maximum acceptable recovery time for business
(b) fee structure for providing any ancillary services including
processes and systems, having in mind the deadline
the estimated cost of the trade repository services and
for reporting to trade repositories as provided for in
ancillary services, along with the details of the methods
Article 9 of Regulation (EU) No 648/2012 and the
used to account the separate cost that the applicant may
volume of data that the trade repository needs to
incur when providing trade repository services and ancillary
process within that daily period;
services;
(v) the procedures to deal with incident logging and
reviews;
(c) methods used in order to make the information available
for clients, notably reporting entities, and prospective
clients, including a copy of the fee structure where trade
repository services and ancillary services shall be unbundled.
(vi) testing programme and the results of any tests;
(vii) the number of alternative technical and operational
SECTION 9
sites available, their location, the resources when
Operational reliability
compared with the main site and the business
continuity procedures in place in the event that
Article 21
alternate sites need to be used;
Operational risk
An application for registration as a trade repository shall
(viii) information on access to a secondary business site to
contain:
allow staff to ensure continuity of the service if a main
office location is not available;
(a) a detailed description of the resources available and
procedures designed to identify and mitigate operational
(d) a description of the arrangements for ensuring the appli
risk and any other material risk to which the applicant is
cant’s trade repository activities in case of disruption and
exposed to, including a copy of any relevant manuals and
the involvement of trade repository users and other third
internal procedures;
parties in them.

---

L 52/32
EN
Official Journal of the European Union
23.2.2013
SECTION 10
in accordance with Article 81(1) of Regulation (EU)
No 648/2012, and the frequency of updates, along with a
Recordkeeping
copy of the specific manuals and internal policies;
Article 22
Recordkeeping policy
(b) a description of the resources, methods and facilities that
1. An
application
for
registration
as
a
trade
repository
shall
the trade repository will employ in order to facilitate the
contain information about the receipt and administration of
access to its information to the relevant authorities in
data, including any policies and procedures put in place by
accordance with Article 81(3) of Regulation (EU)
the applicant to ensure:
No 648/2012, the frequency of the update and the
controls and verifications that the trade repository may
establish for the access filtering process, along with a
(a) a timely and accurate registration of the information
copy of the specific manuals and internal procedures;
reported;
(b) that the data is maintained both online and offline;
(c) a description of the resources, methods and channels that
the trade repository will employ in order to facilitate the
access to its information to counterparties to contracts in
(c) that the data is adequately copied for business continuity
accordance with Article 80(5) of Regulation (EU)
purposes.
No 648/2012 and the frequency of updates, along with a
copy of the specific manuals and internal policies.
2. An
application
for
registration
as
a
trade
repository
shall
contain a description of the recordkeeping systems, policies and
Article 24
procedures that are used in order to ensure that information is
modified appropriately and that positions are calculated
Verification of the accuracy and completeness of the
correctly in accordance with relevant legislative or regulatory
application
requirements.
1. Any information submitted to ESMA during the regis
tration process shall be accompanied by a letter signed by a
member of the board of the trade repository and of the senior
SECTION 11
management, attesting that the submitted information is
Data availability
accurate and complete to the best of their knowledge, as of
the date of that submission.
Article 23
Data availability mechanisms
2. The
information
shall
also
be
accompanied,
where
An application for registration as a trade repository shall
relevant, with the relevant corporate legal documentation
contain a description of the resources, methods and channels
certifying the accuracy of the data.
that the applicant will use to facilitate access to the information
in accordance with Article 81(1), (3) and (5) of Regulation (EU)
No 648/2012 on transparency and data availability, together
with:
Article 25
Entry into force
(a) a description of the resources, methods and channels that
This Regulation shall enter into force on the twentieth day
the trade repository will employ in order to facilitate
following that of its publication in the Official Journal of the
the access to the data contained therein to the public
European Union.
This Regulation shall be binding in its entirety and directly applicable in all Member States.
Done at Brussels, 19 December 2012.
For the Commission
The President
José Manuel BARROSO

---

Document Outline

• �

---