HTML PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN"L 140/32
EN
Official Journal of the European Union
30.5.2012
COMMISSION DELEGATED REGULATION (EU) No 449/2012
of 21 March 2012
supplementing Regulation (EC) No 1060/2009 of the European Parliament and of the Council with
regard to regulatory technical standards on information for registration and certification of credit
rating agencies
(Text with EEA relevance)
THE EUROPEAN COMMISSION,
use. In order to facilitate the identification of the
information submitted by a credit rating agency, all
documents should be identified by a reference number.
Having regard to the Treaty on the Functioning of the European
Union,
(5) In
order
for
ESMA
to
assess
if
any
conflicts
of
interest
arising from the activities and business interests of the
Having regard to Regulation (EC) No 1060/2009 of the
owners of a credit rating agency might affect the inde
European Parliament and of the Council of 16 September
pendence of a credit rating agency, a credit rating agency
2009 on credit rating agencies ( 1 ), and in particular points (a)
should be required to give information regarding its
and (b) of Article 21(4) thereof,
owners activities and the ownership of its parent under
taking.
Whereas:
(6) A
credit
rating
agency
should
provide
information
on
the
composition, functioning and independence of its
(1)
In accordance with the general objectives of Regulation
governing bodies in order for ESMA to be able to
(EC) No 1060/2009, in particular the contribution to the
assess whether the corporate governance structure
quality of credit ratings issued in the Union, financial
ensures the independence of the credit rating agency
stability, consumer and investor protection, this Regu
and the avoidance of conflicts of interest.
lation should ensure that the information to be
submitted to the European Securities and Markets
Authority (ESMA) during the registration and certification
processes, is provided following uniform rules, so that
(7)
In order to allow ESMA to assess the good repute as well
ESMA is able to make an informed decision on the regis
as the experience and skills of the senior management, a
tration or certification of a credit rating agency.
credit rating agency should provide the curriculum vitae,
recent criminal record and self-declarations on the good
repute of its senior management.
(2) The
longer-term
benefits
of
the
additional
information
are expected to outweigh any potential additional
short-term costs of registration, in terms of investor
(8)
For the purposes of assessing how conflicts of interest are
protection and financial stability.
eliminated or managed and disclosed, a credit rating
agency should provide ESMA with an up-to-date
inventory of existing and potential conflicts of interest
(3) This
Regulation
should
set
out
the
information
that
covering at least the conflicts arising from the carrying
ESMA is to receive as part of an application for regis
out of ancillary services, the outsourcing of rating
tration by a credit rating agency. Certain information
activities and the interaction with related third parties.
requested in this Regulation might not be applicable to
When identifying the conflicts of interest for the
a newly established credit rating agency because it might
inventory, a credit rating agency should consider
have applied for an exemption, lack previous experience
conflicts of interest which might arise from entities
in the credit rating business, or other reasons. This Regu
which belong to the global group of undertakings to
lation should not create a barrier of entry to newly
which it belongs. Therefore, intra-group arrangements
established credit rating agencies willing to enter the
concerning allocation of tasks and the provision of
market. Nevertheless, an applicant should provide a
ancillary services by different entities within the group
clear explanation for not submitting any specific
of undertakings should be taken into consideration.
information contained in that application.
(9) Although
the
branches
of
a
credit
rating
agency
estab
(4)
Any information submitted to ESMA should be provided
lished in the Union are not legal persons, those agencies
in a durable medium which enables its storage for future
should provide separate information as regards their
branches so as to enable ESMA to clearly identify the
( 1 ) OJ L 302, 17.11.2009, p. 1.
position of the branches in the organisational structure,

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assess the fitness and appropriateness of the senior
HAS ADOPTED THIS REGULATION:
management of the branches and evaluate whether the
control mechanisms, compliance and other functions in
place, are considered to be robust enough to identify,
evaluate and manage the branches’ risks in an appro
CHAPTER 1
priate manner.
SUBJECT MATTER
Article 1
(10) The
information
requested
regarding
possible
conflicts
of
Subject matter
interests with ancillary services should refer to all busi
nesses of the credit rating agency which are not part of
This Regulation lays down the rules which determine the
the rating activities.
information to be provided to ESMA by a credit rating
agency in its application for:
(11) In order to enable ESMA to assess whether a third-
country regulatory framework for CRAs may be
(a) registration, as set out in Annex II to Regulation (EC) No
considered ‘as stringent as’ the Union regime in place,
1060/2009; or
a credit rating agency intending to endorse ratings issued
in that third country should provide ESMA with detailed
information on the third-country regulatory framework
and how it compares to the Union regime in place.
(b) certification and for the assessment of its systemic
Where such information is already available to ESMA,
importance to the financial stability or integrity of
from other applications for endorsement, and ESMA
financial markets referred to in Article 5 of Regulation
takes the view that the third-country regulatory
(EC) No 1060/2009.
framework may be considered to be as stringent as the
Union regime in place, the applicant credit rating
agencies should be exempted from submitting this
information. In any case, the applicant credit rating
CHAPTER 2
agencies shall demonstrate that the conduct of credit
REGISTRATION
rating activities by the third-country credit rating
agency resulting in the issuing of the credit rating to
SECTION 1
be endorsed fulfils the requirements under the third-
General
country regime and that there are procedures to
monitor the conduct of credit rating activities by the
Article 2
third-country credit rating agency.
Format of the application
1. An
application
for
registration
shall
be
provided
in
an
(12) This Regulation should set out the information that a
instrument which stores information in a way accessible for
credit rating agency must provide in its application for
future reference and which allows the unchanged reproduction
certification and for the assessment of its systemic
of the information stored.
importance to the financial stability or integrity of
financial markets referred to in Article 5 of Regulation
(EC) No 1060/2009. The systemic importance of the
2. A
credit
rating
agency
shall
give
a
unique
reference
credit rating agency and its rating activities to the
number to each document it submits. It shall ensure that the
stability of one or more Member States should be
information it submits clearly identifies to which specific
measured in this Regulation in terms of the size of its
requirement of this Regulation it refers and in which
rating activities and interconnectedness of the users of its
document that information is provided. The credit rating
credit ratings in the Union.
agency shall submit the table set out in Annex I as part of its
application to clearly identify the document in which
information required under this Regulation is provided.
(13) This Regulation is based on the draft regulatory technical
standards submitted by ESMA to the Commission
pursuant to the procedure laid down in Article 10 of
Regulation (EU) No 1095/2010 of the European
3. If
a
requirement
of
this
Regulation
does
not
apply
to
a
Parliament and of the Council ( 1 ).
credit rating agency’s application, it shall state this in the table
set out in Annex I and provide an explanation.
(14) ESMA
has
conducted
open
public
consultations
on
the
draft regulatory technical standards on which this Regu
4. Where
a
group
of
credit
rating
agencies
applies
for
regis
lation is based, analysed the potential related costs and
tration, the application shall clearly identify each credit rating
benefits and requested the opinion of the Securities and
agency to which the information applies. When the same
Markets Stakeholder Group established under Article 37
information applies to more than one credit rating agency
of Regulation (EU) No 1095/2010,
within the group of credit rating agencies, for the purpose of
filling in the table of Annex I, the same reference number shall
( 1 ) OJ L 331, 15.12.2010, p. 84.
be given for the common information.

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Official Journal of the European Union
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Article 3
2. A
credit
rating
agency
may
fulfil
the
obligation
to
provide
information regarding its policies and procedures under this
Attestation of the accuracy and completeness of the
Regulation by submitting a copy of the relevant policies and
application
procedures.
Any information submitted to ESMA during the registration or
certification process shall be accompanied by a letter signed by
Article 7
a member of the credit rating agency’s senior management or a
representative authorised by the senior management, attesting
Identification, legal status and class of credit ratings
that the submitted information is accurate and complete to the
A credit rating agency shall provide ESMA with:
best of their knowledge, as of the date of that submission.
(a) the information listed in Annex II to this Regulation;
Article 4
Number of employees
(b) an excerpt from the relevant commercial or court register,
or other form of evidence of the place of incorporation and
Any information regarding the number of employees shall be
scope of business activity of the credit rating agency, as of
provided on a full time equivalent basis calculated as the total
the application date.
hours worked divided by the maximum number of hours
subject to compensation within a working year as defined by
the relevant national law.
SECTION 2
Ownership structure
Article 5
Article 8
Class of credit ratings
Owners and parent undertaking of a credit rating agency
Any information regarding the class of credit ratings shall use
1. A
credit
rating
agency
shall
provide
ESMA
with:
the following ratings classes:
(a) a list of each person who directly or indirectly holds 5 % or
(a) sovereign and public finance ratings;
more of the credit rating agency’s capital or of voting rights
or whose holding makes it possible to exercise a significant
(b) structured finance ratings;
influence over the management of the credit rating agency;
(c) corporate ratings:
(b) the information set out in points 1 and 2 of Annex III in
relation to each such person.
(i) financial institution including credit institutions and
2. A
credit
rating
agency
shall
also
provide
the
following
investment firms;
information to ESMA:
(ii) insurance undertaking;
(a) a list of any undertakings in which a person referred to in
paragraph 1 holds 5 % or more of the capital or voting
(iii) corporate issuer that is not considered a financial insti
rights or over whose management that person exercises a
tution or an insurance undertaking.
significant influence;
Article 6
(b) an identification of their business activity referred to in
point 3 of Annex III.
Policies and procedures
1. Policies
and
procedures
provided
in
an
application
shall 3. Where a credit rating agency has a parent undertaking, it
contain or be accompanied by:
shall:
(a) an indication of who is responsible for the approval and
(a) identify the country where the parent undertaking is estab
maintenance of the policies and procedures;
lished;
(b) indicate whether the parent undertaking is authorised or
(b) a description of how compliance with the policies and
registered and subject to supervision.
procedures will be enforced and monitored and who is
responsible for this;
Article 9
(c) a description of the measures undertaken in the event of a
Ownership chart
breach of the policies;
A credit rating agency shall provide ESMA with a chart showing
the ownership links between any parent undertaking,
(d) an indication of the procedure for reporting to ESMA a
subsidiaries and any other associated entities established in the
material breach of the policy or procedure which may
Union and their branches. The undertakings shown in the chart
result in a breach of the conditions for initial registration
shall be identified by their full name, legal status and address of
or certification.
the registered office and head office.

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SECTION 3
4. A
credit
rating
agency
shall
provide
ESMA
with
a
copy
of
the documents referred to in point 3 of Annex V.
Organisational structure and corporate governance
Article 10
Organisational chart
SECTION 4
A credit rating agency shall provide ESMA with an organisa
Financial resources for the performance of credit rating
tional chart detailing its organisational structure, including a
activities
clear identification of significant roles and the identity of the
Article 13
person responsible for each significant role. Significant roles
shall include at least senior management, persons who direct
Financial reports
the activities of the branches and senior rating analysts. Where
the credit rating agency conducts ancillary services, the organi
1. A
credit
rating
agency
shall
provide
ESMA
with
a
copy
of
sational chart shall also detail its organisational structure in
its annual financial reports, including individual and
respect of those services.
consolidated financial statements where applicable, for the
three financial years preceding the date of the submission of
its application to the extent available. Where the financial
statements of the credit rating agency are subject to statutory
Article 11
audit within the meaning given in Article 2(1) of Directive
Organisational structure
2006/43/EC of the European Parliament and of the Council
of 17 May 2006 on statutory audits of annual accounts and
1. A
credit
rating
agency
shall
provide
to
ESMA
information consolidated accounts ( 1 ), the financial reports shall include the
regarding its policies and procedures in relation to its
audit report on the annual and consolidated financial statement.
compliance function as set out in point 5 of Section A of
Annex I to Regulation (EC) No 1060/2009, review function
as set out in point 9 of Section A of Annex I to Regulation
(EC) No 1060/2009 and information regarding its policies and
2. Where
the
financial
reports
referred
to
in
paragraph
1
are
procedures established to meet the requirements set out in
not available for the requested period of time, a credit rating
points 4 and 10 of Section A of Annex I to Regulation (EC)
agency shall provide ESMA with an interim financial report.
No 1060/2009.
3. Where the credit rating agency is a subsidiary of a group
The information provided under this paragraph shall include the
of undertakings, it shall provide the annual financial reports of
information set out in Annex IV points 1, 3 and 4.
the parent undertaking for the three financial years preceding
the date of the submission of its application.
2. Where
the
policies
and
procedures
referred
to
in
paragraph 1 are carried out at group of undertakings level, a
credit rating agency shall also provide ESMA with the
4. A
credit
rating
agency
shall
provide
ESMA
with
a
information set out in Annex IV point 2.
description of the measures it has adopted to ensure sound
accounting procedure.
3. A
credit
rating
agency
shall
also
provide
ESMA
with
the
information set out in Annex X.
SECTION 5
Staffing and compensation
Article 12
Article 14
Corporate governance
Staffing policies and procedures
1. A credit rating agency shall provide ESMA with 1. A credit rating agency shall provide ESMA with
information regarding its internal corporate governance
information regarding the following policies and procedures:
policies and the procedures and terms of reference which
govern its senior management, including the administrative or
supervisory board, its independent members and, where estab
lished, committees.
(a) reporting to the compliance officer of any situations where
one of the persons referred to in point 1 of Section C of
Annex I to Regulation (EC) No 1060/2009 considers that
any other such person has engaged in conduct that he or
2. Where
a
credit
rating
agency
adheres
to
a
recognised
she considers illegal, pursuant to the provisions of point 5
corporate governance code of conduct, it shall identify the
of Section C of Annex I to Regulation (EC) No 1060/2009;
code and provide an explanation for any situations where it
deviates from the code.
(b) the rotation of lead rating analysts, rating analysts and
3. A
credit
rating
agency
shall
provide
the
information
set
persons approving credit rating;
out in points 1 and 2 of Annex V on the members of its
administrative or supervisory board.
( 1 ) OJ L 157, 9.6.2006, p. 87.

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(c) the compensation and performance evaluation practices for
(a) a recent criminal-record file from the country of origin of
rating analysts, persons approving credit ratings, senior
the relevant person, unless the relevant national authorities
management and the compliance officer;
do not issue such a file;
(d) the training and development relevant to the rating process,
(b) a self-declaration of their good repute including at least the
including any examination or other type of formal
statements set out in Annex VI and signed by the individual.
assessment required for the conduct of rating activities.
2. A
credit
rating
agency
shall
also
provide
ESMA
with:
SECTION 6
Issuance and review of credit ratings
(a) a description of the measures in place to mitigate the risk of
Article 16
over-reliance on individual employees;
Development, validation, review and disclosure of rating
methodologies
(b) for each class of credit ratings, information on the size and
1. A
credit
rating
agency
shall
provide
ESMA,
for
each
class
experience of the quantitative teams responsible for
of credit rating, with a high-level description of the range of
developing and reviewing methodologies and models;
core models and methodologies used to determine credit
ratings.
(c) the name and function of any employee of the credit rating
agency who has obligations, either individually or on behalf
of the credit rating agency, to any other entity within the
2. A
credit
rating
agency
shall
provide
ESMA
with
the
group of credit rating agencies;
following information regarding its policies and procedures:
(d) the average annual fixed and variable remuneration of the
(a) information regarding the development, validation and
rating analysts, lead analysts and the compliance officer for
review of its rating methodologies, including at least the
each of the preceding three financial years.
information set out in point 1 of Annex VII;
3. A
credit
rating
agency
shall
describe
the
arrangements
in
(b) information regarding the disclosure of the credit method
place to ensure that it is informed when a rating analyst
ologies and descriptions of models and key rating
terminates his or her employment and joins a rated entity as
assumptions used in its credit rating activities as set out
set out in point 6 of Section C of Annex I to Regulation (EC)
in point 5 of Part I of Section E of Annex I to Regulation
No 1060/2009. A credit rating agency shall describe the
(EC) No 1060/2009.
arrangements in place to ensure that the persons referred
in point 1 of Section C of Annex I to Regulation (EC)
No 1060/2009 are aware of the prohibition established as set
Article 17
out in point 7 of Section C of Annex I to Regulation (EC)
No 1060/2009.
Issuance of credit ratings
1. A
credit
rating
agency
shall
provide
ESMA
with
the
Article 15
following information:
Fitness and appropriateness
1. A
credit
rating
agency
shall
provide
ESMA
with
the (a) the rating nomenclatures used for each class of credit rating;
curriculum vitae, including employment history with relevant
dates, identification of positions held and a description of the
functions occupied, for each of the following:
(b) the definition of any rating action and statuses used by the
credit rating agency;
(a) members of senior management;
(c) its policies and procedures regarding the issuance of credit
ratings, including at least the information set out in point 2
(b) persons appointed to direct the business of the branches;
of Annex VII;
(c) officers responsible for internal audit, internal control,
compliance function, risk assessment and review function.
(d) the terms of reference of any rating committees;
2. A
credit
rating
agency
shall
provide
ESMA
with
the (e) a description of the arrangements in place for disclosing a
following information in respect of each member of its senior
rating decision, including at least the information set out in
management:
point 3 of Annex VII;

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(f) a description of the procedures in place to ensure that a
(b) where the credit rating agency rates structured instruments,
methodology is applied and implemented consistently
policies and procedures with respect to the following
across classes of credit rating, offices and regions.
provisions of Regulation (EC) No 1060/2009:
2. A
credit
rating
agency
shall
identify
any
differences
(i) Article 10(3);
between the treatment of unsolicited and solicited ratings in
the policies and procedures provided under points (c) and (e)
of paragraph 1.
(ii) point 4 of Section B of Annex I;
3. Where
the
rating
process
is
regularly
audited
by
an
inde
(iii) Part II of Section D of Annex I;
pendent third party, a credit rating agency shall provide ESMA
with the last audit report.
(c) samples of typical credit rating reports or other documents
demonstrating how the credit rating agency meets or
intends to meet these disclosure requirements; and
4. A
credit
rating
agency
shall
also
provide
ESMA
with
the
following information:
(d) samples of typical rating letters for each class of credit
rating produced by the credit rating agency.
(a) details and criteria for the selection of data providers;
SECTION 8
(b) details on the reliability of internal and external data input
into rating models;
Conflicts of interest
Article 20
(c) details of the data sources used.
Independence and avoidance of conflicts of interest
1. A credit rating agency shall provide ESMA with
Article 18
information regarding its policies and procedures with respect
Monitoring of credit ratings
to the identification, management and disclosure of conflicts of
interest and the rules on rating analysts and other persons
A credit rating agency shall provide ESMA with information
directly involved in credit rating activities covering at least the
regarding its policies and procedures concerning:
requirements set out in Annex VIII.
(a) the monitoring of ratings, identifying any differences
2. A
credit
rating
agency
shall
describe
the
process
used
to
between solicited and unsolicited ratings, and including at
ensure that the relevant persons are aware of the policies and
least the information set out in point 4 of Annex VII;
procedures referred to in paragraph 1. A credit rating agency
shall describe the arrangements in place to ensure that the
review function responsible for reviewing the methodologies
(b) the disclosure of the decision to review or change a rating;
set out in point 9 of Section A of Annex I to Regulation
(EC) No 1060/2009 is independent of the business lines
which are responsible for credit rating activities.
(c) the monitoring of the impact of changes in macroeconomic
or financial market conditions on credit ratings as described
in Article 8(5) of Regulation (EC) No 1060/2009.
3. A
credit
rating
agency
shall
describe
the
controls
put
in
place, including the controls implemented through information
systems, in order to comply with the requirements of para
SECTION 7
graphs (2) and (3) of Article 7 of Regulation (EC) No
Description of issue and review procedures and methodologies
1060/2009 on the negotiation of fees and the rules on
persons involved in rating activities.
Article 19
Credit rating presentation requirements
4. A
credit
rating
agency
shall
describe
any
other
measures
and controls put in place to ensure the independence of its
A credit rating agency shall provide ESMA with information
rating analysts.
regarding the following items:
Article 21
(a) policies and procedures with respect to the credit rating
disclosure requirements laid down in the following
Inventory of conflicts of interest
provisions of Regulation (EC) No 1060/2009:
1. A
credit
rating
agency
shall
provide
ESMA
with
an
up-to-
date inventory of existing and potential conflicts of interest
(i) paragraphs 1, 2 and 5 of Article 10;
relevant to it. Where a credit rating agency is part of a group
of undertakings, it shall include in the inventory any conflicts of
interest arising from other entities which belong to its group of
(ii) Part I of Section D of Annex 1;
undertakings.

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2.
The inventory of existing and potential conflicts of interest
(a) its policies with respect to outsourcing;
shall identify the following potential conflicts of interest:
(b) an explanation on how it intends to identify, manage and
(a) any potential conflicts of interest with related third parties;
monitor the risks posed by the outsourcing of important
operational functions;
(b) any potential conflicts of interest arising from the carrying
out of ancillary services and the outsourced rating activities;
(c) a copy of the outsourcing agreements between the credit
3. The
inventory
referred
to
in
paragraph
1
shall
explain
rating agency and the entity to which the activities are
how the potential conflicts of interest are to be eliminated or
outsourced;
managed and disclosed.
(d) a copy of any internal or external report on the outsourced
Article 22
activities issued in the past five years.
Conflicts of interest with respect to ancillary services
1. A
credit
rating
agency
shall
provide
ESMA
with
a 2. For the purposes of paragraph 1, important operational
description of the resources, both human and technical,
functions shall comprise rating review, lead analyst, rating
shared by the rating and ancillary services of the credit rating
methodology development and review, rating approval,
agency or shared with the group of undertakings to which it
internal quality control, data storage, IT systems, IT support
belongs.
and accounting.
2. A
credit
rating
agency
shall
describe
the
arrangements
in
CHAPTER 3
place to prevent, disclose and mitigate any existing or potential
conflicts of interest between the rating business and ancillary
CERTIFICATION
services.
SECTION 1
Application for certification
3. A
credit
rating
agency
shall
provide
ESMA
with
a
copy
of
the results of any internal assessment performed to identify any
Article 26
existing or potential conflict of interest between the rating
business and ancillary services.
Information for application for certification
1. A
credit
rating
agency
shall
provide
ESMA
with
the
SECTION 9
following information:
Programme of operations
Article 23
(a) the general information requested in points 1 to 10 of
Annex II;
Information regarding the programme of operations
A credit rating agency shall provide ESMA with the annual
(b) the information regarding its owners referred to in Article 8;
information described in Annex IX covering a period of three
years following the date of registration.
(c) the organisational chart referred to in Article 10;
SECTION 10
Use of endorsement
(d) details on the arrangements in place to prevent, disclose and
mitigate any existing or potential conflicts of interest
Article 24
between the rating business and ancillary services;
Expected use of endorsement
Where a credit rating agency intends to endorse credit ratings
(e) the information referred to in Article 13 regarding the credit
issued in third countries as set out in Article 4(3) of Regulation
rating agency’s financial resources.
(EC) No 1060/2009, it shall provide ESMA with the
information set out in Annex XI.
2. A
credit
rating
agency
shall
provide
ESMA
with
the
SECTION 11
following information regarding its business activities:
Outsourcing
(a) for the preceding three years, the number of employees
Article 25
contracted and involved in the rating and ancillary
Outsourcing requirements
services both permanent and temporary;
1. Where
a
credit
rating
agency
outsources
any
important
operational functions, it shall provide ESMA with the
(b) if the applicant has a branch, the number of employees
following information:
involved in the rating and ancillary business in each branch;

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(c) the number of rating analysts contracted to the applicant
(e) for each class of credit rating, the number of years of
including, if the credit rating agency has a branch, the
experience it has in producing these ratings;
number of rating analysts contracted in each branch;
(f) for each class of credit rating, the current or expected
(d) if a credit rating agency is planning to establish a new
proportion of public ratings and private ratings.
branch, a description of the type of business activities the
new branch is expected to conduct, its full name and
4. The
credit
rating
agency
shall
indicate
whether
it
currently
address and the timeframe for its establishment;
holds, or expects to apply for, External Credit Assessment Insti
tution (ECAI) status in one or more Member States and, if so, it
shall identify the relevant Member State.
(e) if a credit rating agency is planning to conduct any new
ancillary services, a description of the new services and the
Article 27
timeframe for their commencement;
General requirements for the application for certification
(f) the revenue generated over the past three years by the credit
A credit rating agency shall ensure that its application complies
rating agency from rating and ancillary services as a
with Articles 2 to 6 regarding the format of its application, the
proportion of total revenue, presented on a financial year
attestation of its accuracy, the class of credit ratings, number of
basis;
employees and the policies and procedures provided to ESMA.
SECTION 2
(g) if the credit rating agency has one or more branches, the
revenue generated over the past three years by each branch
Systemic importance
as a proportion of total revenue, presented on a financial
year basis.
Article 28
Systemic importance
3. A
credit
rating
agency
shall
also
provide
ESMA
with
the A credit rating agency shall provide ESMA with the information
following information regarding the credit ratings it issues or
set out in Annex XII regarding the systemic importance of its
proposes to issue:
credit ratings and credit rating activities to the financial stability
or integrity of the financial markets of one or more Member
(a) the class of credit ratings;
States.
(b) the rating nomenclatures used for each class of credit rating;
CHAPTER 4
FINAL PROVISIONS
(c) the definition of any rating action and statuses used by the
Article 29
credit rating agency;
Entry into force
(d) details of whether the credit rating agency produces solicited
This Regulation shall enter into force on the 20th day following
or unsolicited ratings or both;
its publication in the Official Journal of the European Union.
This Regulation shall be binding in its entirety and directly applicable in all Member States.
Done at Brussels, 21 March 2012.
For the Commission
The President
José Manuel BARROSO

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L 140/40
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Official Journal of the European Union
30.5.2012
ANNEX I
DOCUMENT REFERENCES
(Article 2)
Article of, or Annex to, this
Credit rating agency
Chapter or section or page of the document
Regulation
reference number
Title of the document
where the information is provided or reason
why the information is not provided
…
…
…
…

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ANNEX II
GENERAL INFORMATION
(Article 7)
1. Full name
2. Country of establishment
3. Address of registered office
4. Legal status
5. With respect to the contact person(s) for the purpose of the application:
(a) name;
(b) title;
(c) address;
(d) e-mail address;
(e) telephone number.
6. With respect to the Compliance Officer:
(a) name;
(b) title;
(c) address;
(d) e-mail address;
(e) telephone number.
7. Description of the business activities the credit rating agency conducts, including ancillary services, and if it has one
or several branches or subsidiaries, the business conducted by each branch or subsidiary
8. Identification of the class of credit ratings according to the categories specified in Article 5 for which the credit rating
agency applies to be registered
9. Identification of the regulated markets where the credit rating agency is listed, if applicable
10. Financial reports:
(a) indication on whether the credit rating agency is an audited entity;
(b) if the credit rating agency is audited, name of the external auditor and national registration number of the
external auditor;
(c) date of the financial year end.
11. Number of employees (excluding employees located in branches) as at the date of application and as at the close of
each of the three most recent financial years, reported in the following categories:
(a) temporary employees;
(b) permanent employees with under five years’ service;
(c) permanent employees with five years’ or more service.
12. If a credit rating agency has branches, with respect to each branch:
(a) full name;
(b) legal status;
(c) address; and
(d) number of temporary employees and of permanent employees.
13. List of countries from which the credit rating agency intends to endorse credit ratings

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L 140/42
EN
Official Journal of the European Union
30.5.2012
ANNEX III
INFORMATION TO BE PRESENTED WITH REGARD TO THE OWNERSHIP STRUCTURE
(Article 8)
1. Identification of the credit rating agency owners referred to in Article 8(1) with the following level of detail:
Owner Percentage
of
capital
Nature of the holding:
Percentage of voting
direct or indirect
rights
…
…
…
…
…
…
2. Description of the business activities of the credit rating agency owners referred to in Article 8(1):
Owner Business
activities
…
…
…
…
…
…
3. Identification of the business activities of the companies in which the owners referred to in Article 8(1) have an
interest according to Article 8(2):
Owner
Companies in which the owner has an interest
according to Article 8(2)
Business activities
…
…
…
…
…
…
4. Identification of the owners of the parent undertaking referred to in Article 8(3):
Owner Percentage
of
capital
Nature of the holding:
Percentage of voting
Nature of the holding:
direct or indirect
rights
direct or indirect
…
…
…
…
…
…

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ANNEX IV
ORGANISATIONAL STRUCTURE
(Article 11)
1. A credit rating agency shall provide the following information regarding policies and procedures referred to in
Article 11(1):
(a) a description of the roles and responsibilities of the employees;
(b) a description of the mechanisms to monitor the effectiveness of the policy or procedure;
(c) the number of employees and the ratio of temporary to permanent employees;
(d) information on the reporting lines and the frequency of reporting; and
(e) a description of the interaction between the relevant function and employees directly involved in the rating process
and between that function and any other functions.
2. Where the arrangements referred to in point 1 of this Annex are carried out at group of undertakings level, a credit
rating agency shall provide ESMA with a copy of relevant service level agreements that it has entered into, or proposes
to enter into, with other group members, and the following information:
(a) a description of the relevant tasks carried out by each group undertaking, including undertakings located in third
countries;
(b) a clear identification of the undertaking involved in performing the task, specifying its location;
(c) information on the reporting lines and frequency of reporting of each entity involved and on the way information
is collected from each entity; and
(d) information on any dedicated resources located in the Union. In the case of human resources, a credit rating
agency shall specify the time devoted to the function on the basis of full time equivalence.
3. With respect to the compliance function, a credit rating agency shall provide the following information:
(a) the policies and procedures on the reporting of information as described in point 5 of Section C of Annex I to
Regulation (EC) No 1060/2009;
(b) a description on how it ensures the independence of the compliance function;
(c) the most recent report of the compliance officer;
(d) a work plan for the next three years.
4. With respect to the internal audit function carrying out the tasks described in point 10 of Section A of Annex I to
Regulation (EC) No 1060/2009, a credit rating agency shall provide the following information:
(a) an explanation of how its internal audit methodology is developed and applied in accordance with the special
features of its activities and their extent, complexity and risks;
(b) a work plan for the next three years.

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L 140/44
EN
Official Journal of the European Union
30.5.2012
ANNEX V
INFORMATION TO BE PRESENTED WITH REGARD TO CORPORATE GOVERNANCE
(Article 12)
1. Identification of the members of the administrative or supervisory board and other committees as established in
Article 12(3):
Body (administrative board, supervisory board,
Identification of the member
audit committee, remunerations committee, Body of other undertakings where the person
etc.) and position (Chair, vice-chair, member)
is a member and position
…
…
…
…
…
…
2. Identification of the independent members of the administrative or supervisory board as established in Article 12(3)
and justification of their independence if they are independent members and of their in-depth knowledge and
experience at a senior level of the market in structured finance instruments, where the credit agency applies to
issue credit ratings of structured finance products, according to Section A(2) of Annex I to Regulation (EC) No
1060/2009:
Identification of the
Body (administrative or
Independent member
Experience in structured finance instruments
member
supervisory board)
(YES/NO) and if YES,
provide justification
(YES/NO) and if YES, provide justification
…
…
…
…
…
…
3. A credit rating agency shall provide to ESMA a copy of the following documents as established in Article 12(4):
(a) the last three sets of minutes of the meetings of the administrative and supervisory board;
(b) the most recent minutes of the meetings of any other committees, such as the remuneration or strategy
committees; and
(c) the last three opinions or reports presented to the administrative or supervisory board by the independent
members.

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ANNEX VI
SELF DECLARATION
(Article 15(2))
In the self-declaration to be provided under Article 15(2)(b), each member of the senior management shall state whether
the relevant person falls under any of the following categories:
(a) has been convicted of any criminal offence;
(b) has been subject to or has been notified of any proceedings of a disciplinary nature brought by a regulatory body or
of a criminal nature;
(c) has been subject to any adverse finding in civil proceedings in connection with the provision of financial services,
misconduct, fraud or the management of a legal entity;
(d) has to his or her knowledge been subject to any existing or previous investigation by any regulatory authority or
government bodies or agencies;
(e) has been involved with an undertaking whose registration or authorisation was withdrawn by a regulatory body;
(f) has been refused the right to carry on activities which require registration or authorisation by a regulatory body;
(g) has been involved in the management of an undertaking which has gone into insolvency, liquidation or adminis
tration while this person was connected to the undertaking or within a year of the person ceasing to be connected to
the undertaking;
(h) has been involved with an undertaking which was investigated or suspended by a regulatory body and which resulted
in an enforcement action;
(i) has been investigated, suspended or sanctioned by a regulatory body;
(j) has been disqualified from acting as a director, disqualified from acting in any managerial capacity, dismissed from
employment or other appointment in an undertaking as a consequence of allegations of misconduct or malpractice.

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L 140/46
EN
Official Journal of the European Union
30.5.2012
ANNEX VII
ISSUANCE AND REVIEW OF CREDIT RATINGS
(Articles 16, 17 and 18)
1. The information regarding the policies and procedures referred to in Article 16(2)(a) regarding the development,
validation and review of the CRA’s rating methodologies shall include:
(a) the responsibilities and process for rating methodology development and sign off, including details on the
composition of the rating methodology committees and the procedures for members’ selection;
(b) the responsibilities and process for rating methodology, including:
(i) the verification and validation of a rating methodology;
(ii) the validation of the rating methodology based on historical data, including how the results of the back-testing
are taken into account. In addition, the credit rating agency shall also include the results of such vali
dation/back-testing for the past three years, where quantitative data is available;
(iii) the reporting of the outcome of the rating methodology review; and
(iv) the implementation of a change in methodology, model or key rating assumptions.
2. The information regarding the policies and procedures referred to in Article 17(1)(c) regarding the issuance of credit
ratings shall include:
(a) the sequence of steps followed for the production of ratings; the process for reviewing the documentation of
issuers or securities to be rated. This shall include any benchmark used to facilitate the review;
(b) an assessment of the minimum information requirements to initiate and maintain a rating, including both public
and non-public information;
(c) the controls mechanisms for the issuance of credit ratings, including the involvement of the issuer/arranger/in
vestor/servicer within this process;
(d) the process for collation, analysis and assessment of the information used to determine a rating, including, where
applicable, reliance on analysis by another credit rating agency or other third parties;
(e) the role and responsibilities of rating analysts, as well as the process and procedures for their selection on specific
securities;
(f) the rating approval process, including the identification of the role and responsibilities of the persons approving
the ratings as well as the process and procedures for their selection;
(g) where a credit rating agency has established rating committees, the role and responsibilities of rating committee
chairs, as well as the skills required and the process and procedures for their nomination; and
(h) the minimum qualifications of the persons involved in the rating decision.
3. The information regarding the policies and procedures referred to in Article 17(1)(e) regarding the disclosure of a
rating decision shall include the following:
(a) the process for notifying the rated entity of the principal grounds on which the rating is based at least 12 hours
before publication of the credit rating;
(b) a rating appeal process, if a credit rating agency has implemented it; and
(c) the processes for determining which key elements underlying the credit rating shall be included in the press release
or reports.
4. The information regarding the policies and procedures referred to in Article 18(a) regarding the monitoring of ratings
shall include:
(a) the monitoring process, including the role and responsibilities of rating committees, where applicable, and a
description of the rating approval processes;
(b) the role and responsibilities of rating analysts;

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(c) the process for collation, analysis and assessment of the information used to monitor a rating, including, where
applicable, reliance on analysis by another credit rating agency or other third parties;
(d) the process, including the overview of the factors considered, and the responsibilities for deciding when a rating
should be formally reviewed, including rating actions;
(e) the process and the responsibilities for deciding when a rating should be formally suspended or withdrawn;
(f) the processes and controls with respect to credit rating reviews required by paragraphs (a) to (c) of Article 8(6) of
Regulation (EC) No 1060/2009; and
(g) the policies, procedures and controls for the involvement of the issuer or arranger within the process.
ANNEX VIII
INDEPENDENCE AND AVOIDANCE OF CONFLICTS OF INTEREST
(Article 20)
The information on the policies and procedures established in Article 20(1) regarding the identification, management and
disclosure of conflicts of interest and the rules on rating analysts and other persons directly involved in credit rating
activities shall cover:
(a) the identification, prevention, disclosure and mitigation of conflicts of interests arising from the issuing of credit
ratings or the provision of ancillary services as set out in point 1 of Section B of Annex I to Regulation (EC)
No 1060/2009;
(b) the segregation from the rating process of discussions related to fees received from rated entities and related third
parties as set out in Article 7(2) of Regulation (EC) No 1060/2009;
(c) the determination of fees charged by credit rating agencies to rated entities and related third parties; the control of the
confidential information obtained from, or shared with, all rated entities, related third parties and other relevant
individuals, as required by point 3 of Section C of Annex I to Regulation (EC) No 1060/2009;
(d) the requirements set out in point 2 of Section C of Annex I to Regulation (EC) No 1060/2009 regarding the trading
in securities rated by the credit rating agency or which are securities representing obligations of an entity rated by the
credit rating agency, containing information on how the credit rating agency identifies, for each credit rating
outstanding, the employees involved in the rating process at any level or function;
(e) the requirement set out in point 4 of Section C of Annex I to Regulation (EC) No 1060/2009 regarding the
acceptance of money, gifts or favours; and
(f) the rules on the termination of a rating analyst’s employment set out in points 6 and 7 of Section C of Annex I to
Regulation (EC) No 1060/2009.

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L 140/48
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Official Journal of the European Union
30.5.2012
ANNEX IX
PROGRAMME OF OPERATIONS
(Article 23)
Business concept/Business development
1. The following information regarding the CRA’s business activities:
(a) a description of the macroeconomic environment in which the credit rating agency is expected to operate;
(b) an indication of future plans for the establishment of subsidiaries or branches and their location; and
(c) a description of the business activities which the credit rating agency plans to carry out, specifying the activities of
subsidiaries and branches. The information shall include classes of credit ratings, potential clients and non-rating
activities.
Class of credit ratings
2. The following information regarding the class of credit ratings:
(a) details of whether the credit rating agency plans to produce solicited or unsolicited ratings or both;
(b) for each class of credit ratings planned to be issued by the credit rating agency, an estimation on the proportion of
public ratings and private ratings:
(c) the number of public/sovereign ratings;
(d) the number and volume (in billions of euro) of structured finance ratings;
(e) the number and volume (in billions of euro) of corporate ratings, with the following detail: financial institutions,
insurance, corporate issuers; and
(f) the average number of credit ratings produced or monitored per employee presented by class of credit rating.
Financial plan
3. Projections for:
(a) balance sheet; and
(b) income statement.
4. The credit rating agency shall separate the revenues of the rating activities from the ancillary services in the projections
for the revenues. If the credit rating agency has, or plans to establish, branches, the revenue from each branch shall be
indicated.
Corporate governance
5. Number of members of the following bodies:
(a) administrative and supervisory board; and
(b) independent members of the administrative and supervisory board.
Outsourcing
6. A description of the activities planned to be outsourced, and identification of the entities to which the activities are
planned to be outsourced and an explanation of the reasons for outsourcing. If any activity is outsourced from a
branch, this should be indicated.
Human Resources/Staffing
7. Number of permanent and temporary employees working for the following functions and their seniority:
(a) senior management other than members of the administrative or supervisory board and persons appointed to
direct the branches;
(b) audit function;
(c) internal control mechanism;
(d) compliance function; and
(e) review function.

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8. The following information:
(a) the number of employees per functions/departments;
(b) the number of temporary employees and the number of permanent employees contracted to the credit rating
agency and involved in the rating business;
(c) the number of temporary employees and the number of permanent employees contracted to the credit rating
agency involved in the ancillary services;
(d) the number of employees approving ratings, such as committee chairs, rating analysts and lead rating analysts,
together with information on:
(i) their seniority or rank;
(ii) the type of rating analyst including, where relevant, whether the employee is a primary or surveillance analyst
and a qualitative or quantitative analyst; and
(iii) the number of years of experience in the credit rating agency, or rating industry where available.

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L 140/50
EN
Official Journal of the European Union
30.5.2012
ANNEX X
RECORD KEEPING, BUSINESS CONTINUITY PLANNING AND INFORMATION SYSTEMS
(Article 11)
Record keeping
1. Information regarding the policies and procedures regarding the record keeping obligations set out in Article 8(4) and
point 7 of Section A and points 7, 8 and 9 of Section B of Annex I to Regulation (EC) No 1060/2009:
(a) an indication on which records are kept and for how long; and
(b) an identification of the recipients of confidential information for each rating issued.
Continuity and regularity of the activities
2. Information regarding the continuity and regularity in the performance of the credit rating activities as set out in point
8 of Section A of Annex I to Regulation (EC) No 1060/2009, including:
(a) description of the procedures to ensure continuity and regularity in the performance of the credit rating activities,
including information on their applicability to service providers to which activities have been outsourced;
(b) the types of business continuity planning tests expected to be conducted; and
(c) the frequency of testing.
Information processing systems
3. Information regarding the information processing systems as set out in point 8 of Section A of Annex I to Regulation
(EC) No 1060/2009, including:
(a) the identity of the senior manager responsible for the information processing systems;
(b) a description of the information processing systems including any back-up systems; and
(c) a description of effective control and safeguard arrangements for the information processing systems in place as
well as the mechanisms to monitor their effectiveness, including details of the procedures in place to ensure
effective separation between the information processing systems used to report fees from those accessible to rating
analysts and used to enter ratings and information about the rated entities or rated transactions.

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ANNEX XI
USE OF ENDORSEMENT
(Article 24)
Third-country credit rating agency
1. The following information for each relevant third-country credit rating agency:
(a) its full name;
(b) its legal status, including an excerpt from the relevant commercial or court register, or other form of evidence of
the place of incorporation and scope of business activity or other details of company registration;
(c) its country of establishment;
(d) the address of its registered office;
(e) evidence that the third-country credit rating agency is authorised or registered and is subject to supervision in the
relevant jurisdiction;
(f) the class of credit rating which the credit rating agency expects to endorse; and
(g) the number of analysts it employs.
2. An organisational ownership chart of each credit rating agency, its subsidiaries, branches, parent undertaking and
subsidiaries controlled by the parent undertaking involved in the process of issuing ratings for which endorsement is
envisaged.
Assessment of the third-country regulatory regime
3. In relation to each relevant third-country jurisdiction, detailed information, structured analysis and reasoning for each
requirement set out in Articles 6 to 12 of Regulation (EC) No 1060/2009, including any reference to the relevant
sections of the third-country law/regulation.
The obligation set out in the first subparagraph of this point shall not apply where ESMA is satisfied that the
requirements of the third-country regime are as stringent as the requirements set out in Articles 6 to 12 of Regulation
(EC) No 1060/2009.
Procedures to monitor conduct
4. A description of the measures put in place by the endorsing credit rating agency to monitor that the third-country
credit rating agency is fulfilling such requirements and to monitor any potential concerns identified by the endorsing
credit rating agency with respect to the fulfilment of such requirements.
Objective reasons
5. An indication of objective reasons for credit ratings to be issued in a third country.
Legislation in the third country
6. Evidence that public authorities are not entitled to interfere with the content of credit ratings and methodologies used
by credit rating agencies incorporated in each relevant third-country jurisdiction.

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L 140/52
EN
Official Journal of the European Union
30.5.2012
ANNEX XII
SYSTEMIC IMPORTANCE INDICATORS
(Article 28)
1. A credit rating agency shall provide ESMA with the volume of outstanding credit ratings it has issued with the details
set out in the following table. The information regarding the corporate rating and sovereign and public finance ratings
shall be provided on the basis of number of credit ratings and the information regarding structured finance ratings
shall be provided on the basis of the amount (in millions of euro) of issuing of the structured finance instruments.
Total
Corporate ratings (number of credit ratings)
Financial institution including credit institutions and investment firms
Insurance undertaking
Corporate issuer that is not considered a financial institution or an insurance undertaking
Sovereign and public finance ratings (number of credit ratings)
Structured Finance ratings (amount of the issuing in millions of euro)
2. A credit rating agency shall provide information on the annual revenues generated in any European Union Member
State and in other countries outside the European Union for the past three years with the following level of detail:
EU Member EU Member EU Member
State 1
State 2
State 3
(…)
Other non-EU
countries
Total
Rating activities
From rated entities or related third
parties
From subscribers
Other sources
Non-rating activities
Member States shall be individually identified.

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