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Page 1 Thomas Murray © 2008 Thomas Murray Ltd. Page 1 International Capital Market Infrastructure Experience and Practices 5 th International Conference.

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Presentation on theme: "Page 1 Thomas Murray © 2008 Thomas Murray Ltd. Page 1 International Capital Market Infrastructure Experience and Practices 5 th International Conference."— Presentation transcript:

1 Page 1 Thomas Murray © 2008 Thomas Murray Ltd. Page 1 International Capital Market Infrastructure Experience and Practices 5 th International Conference of the Association of Eurasian CSDs (AECSD) Almaty, Kazakhstan 2 October 2008

2 Page 2 Thomas Murray © 2008 Thomas Murray Ltd. Page 2 Agenda Introduction – Thomas Murray Best Market Practice and Standards Market trends The Evolving Roles of CSDs Corporate Actions Lehman’s Default Response AECSD Market Comparisons

3 Page 3 Thomas Murray © 2008 Thomas Murray Ltd. Page 3 Introduction – Thomas Murray

4 Page 4 Thomas Murray © 2008 Thomas Murray Ltd. Page 4 Thomas Murray – Who are we? Established in 1994 Based in London, U.K, Ontario Canada. Originally created to assist investment managers and pension funds in selecting global custodians Transitioned to working with global custodians in selecting domestic custodians Produced the first international CSD Guide in 1997 Developed depository risk ratings service in 2000/2001 Developed capital market infrastructure risk ratings 2003 Launched Public CSD Ratings in 2005 Multinational staff from: Australia, Canada, China, Colombia, France, Ireland, Mauritius, New Zealand, Philippines, Poland, United Kingdom, Ukraine, Uzbekistan, Total professional staff: 40+ Introduction

5 Page 5© 2006 Thomas Murray Ltd. Thomas Murray has three principal business lines: Ratings, Data Services and Advisory ADVISORY SERVICES Investor Services : Global custody reviews Alternative investment supplier reviews Specialist support Network Management support for banks : Due diligence support Agent bank evaluation and selection Overseas advisory services for Governments and Exchanges: Capital market structural advice and workshops SECURITIES MARKET DATA MANAGEMENT SERVICES Delivery of capital market and CSD ratings and securities market data Daily Market Newsflashes Data management technology CUSTODIAN BANK, CAPITAL MARKET AND CSD RATINGS Global and domestic custody ratings CSD and capital market ratings Custodian monitoring PROPRIETARY & CONFIDENTIALCopyright © Thomas Murray Ltd Will all corporate governance information be supplied to clients in English? What is your cut-off time prior to the meeting by which the client must instruct? VOTING INSTRUCTION REQUIRED WITHIN 1 DAY OF MARKET DEADLINE MEETING/VOTING INFORMATION NOT SUPPLIED IN ENGLISH VOTING INSTRUCTION REQUIRED WITHIN 7 DAYS OF MARKET DEADLINE ALL MEETING/ VOTING INFORMATION SUPPLIED IN ENGLISH Representations4.3 Core Services COMMENTS Vertical Horizontal Bank of Tokyo Mitsubishi Fuji Bank Ltd HSBC Standard Chartered Bank Sumitomo Mitsui Banking Corporation The bank can provide all information in English except Notices of Agenda due to the time restraints.DD The bank’s standard deadline to receive voting instructions from the client is 4 business days prior to the meeting date. Yes, the bank will supply information in English.DD The bank’s cut-off time varies between 0-72 hours depending on request significance first, followed by processing time and volume.. The bank's standard reporting items in English on Corporate Governance are: Meeting date/place, meeting type, available holdings, agenda items and instruction deadline. As the bank has previously mentioned that Corporate Governance services are classed as a value added service at additional cost, it is unclear if these items are included in the standard custody fee.DD The bank’s cut-off time is 9:00 (JST). Yes, the bank will supply information in English within 24 hours from its receipt of the information.DD The bank expects voting instructions to be provided 3 business days prior to the meeting, 5 business days in the case of partial votes. Yes, the bank will supply information in English.DD The bank’s cut-off time is 8:00 3 business days prior to the meeting. BTM FB HSBCSCBSMBC No, the bank states that English is mandatory only for those stocks listed on the Nikkei 225, all other corporate governance instructions would be distributed in Japanese.DD The client must instruct the bank 1 week before the actual meeting.DD Citibank CITI PRIMARY RESEARCH, ANALYSIS AND INFORMATION Introduction

6 Page 6 Thomas Murray © 2008 Thomas Murray Ltd. Page 6 Best Market Practice and Standards

7 Page 7 Thomas Murray © 2008 Thomas Murray Ltd. Page 7 The International Organisation of Securities Commissions (IOSCO) BIS/IOSCO "Recommendations for Securities Settlement Systems", Report of the Committee on Payment and Settlement Systems and the Technical Committee of IOSCO November 2001 Some recommendations of particular relevance at this time; Recommendation # 1 – Legal Framework Securities settlement systems should have a well founded, clear and transparent legal basis in the relevant jurisdictions. Recommendation # 5 – Securities Lending Securities lending and borrowing should be encouraged as a method for expediting the settlement of securities transactions. Barriers that inhibit the practice of lending securities for this purpose should be removed. Recommendation # 9 – CSD Risk Controls to Address Participant Default: Deferred net settlement systems should institute risk controls that, at a minimum, ensure timely settlement in the event that the participant with the largest payment obligation is unable to settle. In any system in which a CSD extends credit or arranges securities loans to facilitate settlement, best practice is for the resulting credit exposures to be fully collateralised. Recommendation # 13 – Governance: Governance arrangements for CDSs and CCPs should be designed to fulfill public interest requirements and to promote the objectives of owners and users Recommendation # 17 – Transparency CSDs and CCPs should provide market participants with sufficient information for them to identify and evaluate accurately the risks and costs associated with use of the CSD or CCP services. Best Market Practice

8 Page 8 Thomas Murray © 2008 Thomas Murray Ltd. Page 8 The International Organisation of Securities Commissions (IOSCO) BIS/IOSCO "Recommendations for Securities Settlement Systems“. Other recommendations of particular relevance are; Recommendation # 4 – Central Counterparties (CCPs) The benefits and costs of a CCP should be carefully evaluated. Where such a mechanism is introduced, the CCP should rigorously control the risks it assumes. Recommendation # 10 – Cash Settlement Assets Assets used to settle the cash leg of securities transactions between CSD members should carry little or no credit or liquidity risk. If central bank money is not used, steps must be taken to protect CSD members from potential losses and liquidity pressures arising from the failure of a settlement bank. Recommendation # 11 – Operational Reliability: Sources of operational risk arising in the clearing and settlement process should be identified and minimised through the development of appropriate systems, controls and procedures. Systems should be reliable and secure and have adequate scaleable capacity, Contingency plans and backup facilities should be established to allow for timely recovery of operations and completion of the settlement process. Recommendation # 16 – Communications Procedures and Standards Securities settlement systems should use or accommodate the relevant international procedures and standards in order to facilitate efficient settlement of cross border transactions. Best Market Practice

9 Page 9 Thomas Murray © 2008 Thomas Murray Ltd. Page 9 Group of Thirty (G30) The report promotes “best practice” for the most developed markets in the world. There is considerable overlap with the IOSCO recommendations, however the material should certainly be heeded by any market contemplating infrastructure or process changes. Association of National Numbering Agencies (ANNA) International securities identification numbering system (ISIN). Recognised as the ISO standard for securities numbering ISO The Giovannini Group ec.europa.eu/economy_finance/giovannini_en.htm The Giovannini Group is a group of financial-market participants, which advises the European Commission on financial market issues. In its 2003 report, the Group, as advisor to the European Commission, published a report identifying 15 barriers to efficient EU cross-border clearing and settlement. FIX Protocol Organisation Their goal is to improve the global trading process by defining, managing, and promoting an open protocol for real-time, electronic communication between industry participants, while complementing industry standards. Best Market Practice

10 Page 10 Thomas Murray © 2008 Thomas Murray Ltd. Page 10 Securities and Exchange Commission (SEC) 17f-7 Rule Rule 17f-7 sets forth the circumstances under which U.S. investment companies may hold securities through the facilities of non-U.S. securities depositories. A principal requirement of Rule 17f-7 is that an investment company must receive from its Primary Custodian an analysis of the custody risks associated with maintaining assets with each depository it uses. Association of Global Custodians AGC The AGC is not a standards setting body as such, but its members have the ability to disqualify a CSD as an eligible custody location based upon a failure of the CSD to respond to its questionnaire or a determination that the CSD presents an unacceptable level of risk. Society for Worldwide Interbank Financial Telecommunication (SWIFT) SWIFT acts as the secretariat for ISO for securities messaging. ISO/SWIFT messaging standards should be referenced prior to the adoption of and messaging standards for domestic or cross border activity. Best Market Practice

11 Page 11 Thomas Murray © 2008 Thomas Murray Ltd. Page 11 Market Trends

12 Page 12 Thomas Murray © 2008 Thomas Murray Ltd. Page 12 Market Trends Pressure on profitability of exchanges Exchanges downstream - vertical silos (e.g Spain, Germany, Norway) Horizontal consolidations (e.g OMX Group, Euroclear) Historical transition from exchange/broker owned, to market owned to public ownership (e.g. Australia, Hong Kong) Transfer from market utility to commercial enterprises Involvement of central banks in CSD business (e.g Costa Rica, NZ, T2S) Expanding added value services (e.g issuers service, derivatives, funds processing) Renewed focus on risk mitigation measures following Financial crisis and Lehman’s Default

13 Page 13 Thomas Murray © 2008 Thomas Murray Ltd. Page 13 The Evolving Role of CSDs

14 Page 14 Thomas Murray © 2008 Thomas Murray Ltd. Page 14 Traditional Roles of CSDs The Provision of domestic custody and support services for equity and debt issues. Offering settlement services to regulated domestic financial intermediaries. Processing income distributions in support of issues on deposit. Role of CSDs

15 Page 15 Thomas Murray © 2008 Thomas Murray Ltd. Page 15 The Evolving Roles of CSD Value Added Services With increasing frequency CSDs are providing Clearing and Trade Matching services to their markets. CSDs are providing a range of Outsourcing services including back office services, corporate actions processing as well as systems management and operations. Among CSDs providing these services are HEX (Finland), CDS (Canada). TSD (Thailand) CSDs are providing an expanded range of Information Services including; corporate events, proxy services, reference data and even pricing information, e.g. VP (Denmark), CDS (Canada), DTCC (USA) Role of CSDs

16 Page 16 Thomas Murray © 2008 Thomas Murray Ltd. Page 16 A number of CSDs around the world are providing Securities Lending services ranging from lending securities as principle, to matching up borrowers and lenders, to the provision of transaction and loan management services, e.g. KSD (Korea) A great number of CSDs provide International Links to other markets, providing services that extend from basic custody facilities to DVP settlement services. Increasingly CSDs are moving to provide expanded Corporate Actions Processing for their markets, thus allowing their participants to capitalise on economy of scale opportunities and focus on more commercially oriented activities. (Many CSDs around the world) Responsibility for Securities Numbering has increasingly come under the purview of CSDs. A significant number of the recognised national numbering agencies are now CSDs. Among the CSDs performing this function are DECEVAL (Colombia), CDS (Canada), Indeval (Mexico), NDC (Russia). CSDs are now providing Mutual Fund Services including account maintenance and transaction processing. VPS (Norway) With dematerialisation and high rates of immobilisation at CSDs the provision of Registry Services are becoming common place. VPS (Norway), VPC (Sweden), MCDR (Egypt) Value Added Services Role of CSDs

17 Page 17 Thomas Murray © 2008 Thomas Murray Ltd. Page 17 Traditional Services Value Added Services Bermuda, Bolivia, Costa Rica, Ecuador, El Salvador, Guatemala, Jamaica, Panama, T&T, Uruguay, Venezuela Chile, Colombia, Peru, Egypt, Russia, China, Canada, UK, Japan, Singapore, Sweden, Finland, Denmark, Malaysia, South Africa USA, Norway, Euroclear, Clearstream France, Germany, Italy, Poland, Hong Kong, Australia, Thailand Range of services Role of CSDs

18 Page 18 Thomas Murray © 2008 Thomas Murray Ltd. Page 18

19 Page 19 Thomas Murray © 2008 Thomas Murray Ltd. Page 19 Role of CSDs

20 Page 20 Thomas Murray © 2008 Thomas Murray Ltd. Page 20 Utility vs. Commercial Motivations Pursuing commercial activities can have the effect of causing staff to think more innovatively about the core business. Increasingly CSDs are augmenting their core businesses and revenue sources with new “non-traditional” revenue streams. In 2006, CDS in Canada (a not for profit CSD) realised in excess of 35% of its total revenue (in excess of CAD 34 Million) from non-core/non-traditional (clearing, settlement and depository) activities. Role of CSDs

21 Page 21 Thomas Murray © 2008 Thomas Murray Ltd. Page 21 Corporate Actions

22 Page 22 Thomas Murray © 2008 Thomas Murray Ltd. Page 22 Mandatory Corporate Actions – don’t require an instruction from participant Voluntary Corporate Actions – requires participant to provide an instruction for each corporate action Corporate Actions

23 Page 23 Thomas Murray © 2008 Thomas Murray Ltd. Page 23 Corporate Actions

24 Page 24 Thomas Murray © 2008 Thomas Murray Ltd. Page 24 Asset Servicing Risk Asset Servicing Risk - The risk that a participant may incur a loss arising from missed or inaccurate information provided by the depository, or from incorrectly executed instructions, in respect of corporate actions and proxy voting. This risk arises when a participant places reliance on the information a depository provides or when the participant instructs the depository to carry out an economic transaction on its behalf. If the depository fails either to provide the information or to carry out the instruction correctly then the participant may suffer a loss for which the depository may not accept liability. The depository may provide these services on a commercial basis, without statutory immunity, or it may provide the service as part of its statutory role, possibly with some level of protection from liability. This risk is likely to become much higher when international securities are included in the service. Corporate Actions

25 Page 25 Thomas Murray © 2008 Thomas Murray Ltd. Page 25 Asset Servicing Risk Criteria Receipt of Corporate Action information. –Requires a reliable ‘official’ source –Multiple information sources allow for verification/’data scrubbing’ Distribution of Corporate Action information –Requires timely, accurate, efficient and comprehensive event notification Receipt of Corporate Action Instructions –Requires pro-active client servicing –Multiple and efficient electronic means of receiving information –Straight Through Processing Processing of Corporate Action Instructions –Requires timely, accurate and comprehensive event processing Proxy Voting Corporate Actions

26 Page 26 Thomas Murray © 2008 Thomas Murray Ltd. Page 26 Asset Servicing Risk Criteria Clear statement of liability –Investors need to be aware of the liability assumed by CSD and custodian in event of an error –Manual processing of asset servicing operations more common –Likelihood of error is higher for Asset servicing –Potential losses can be high Managing corporate actions effectively is perhaps the biggest potential risk exposure Corporate Actions

27 Page 27 Thomas Murray © 2008 Thomas Murray Ltd. Page 27 Rating AAA AA+ AA AA- A+ A A- BBB BB B CCC CC C CSD AS1 AS2 AS3 AS4 AS3 AS4 AS1 AS2 Comparative Chart Average Americas - TM Proprietary Rating Average Eastern Europe – TM Proprietary Avge West Euro – TM Proprietary Avge Asia Pac – TM Proprietary Average Africa – TM Proprietary Avge Mid East – TM Proprietary Asset ServiceRating CSD Info Collection Info Dissemination Receipt of Instructions Execution of Instructions Proxy Voting CriticalImportantLess important AS5 Asset Service Criteria Asset Servicing Risk

28 Page 28 Thomas Murray © 2008 Thomas Murray Ltd. Page 28 Lehman’s Default Response

29 Page 29 Thomas Murray © 2008 Thomas Murray Ltd. Page 29 Lehman Default Initial response – suspension by exchanges and clearing houses –Typically took one to two days for action Follow-up Response – settlement of outstanding obligations or default –Action ranged from settlement of transactions to widespread default –Guarantee Funds utilised in many markets –Reporting by markets was inadequate => confusion Regulator Concern – action on short selling –Action ranged from identifying short sales (Greece) to banning short selling of all securities (Australia) –New disclosure requirements introduced Issues –Information on situation slow, incomplete and sporadic –Use of Guarantee Fund not always disclosed –Position of unmatched OTC trades not disclosed –Tightening in fails arrangements

30 Page 30 Thomas Murray © 2008 Thomas Murray Ltd. Page 30 Lehman Default Monday 15 September 5.00am GMT –Parent Company of Lehman’s filed for bankruptcy Tuesday 16 September, am GMT –Markets started managing situation by suspending membership and ceasing to settle transactions related to Lehmans –Use of Guarantee Funds was indicated (Japan) –Mainly Asian markets providing advice Tuesday 16 September, pm GMT –European markets started taking action Wednesday 17 September, am GMT –Markets continue to clarify default arrangements –Trading in Russia (RTS and MICEX) suspended by order of FFMS Wednesday 17 September, pm GMT –Some European and Nordic markets releasing information for first time –South Africa and Australia released information on default for first time Timeline of Actions

31 Page 31 Thomas Murray © 2008 Thomas Murray Ltd. Page 31 Lehman Default Thursday 18 September, am GMT –Italy’s CCP (CC&G) advised of delays in settlement processing of some previous day transactions –UAE advises of suspension of participation of Lehmans Thursday 18 September, pm GMT –France, Germany and the UK advise of suspension of Lehman operations for first time Friday 19 September, am GMT –FSA took action to stop short selling in publicly quoted finance company shares –Irish regulator and US SEC also banned short selling in financial company shares –Russia’s FFMS allowed trading to resume on MICEX and RTS –Bank of Spain temporarily suspends Lehman activities in debt market Friday 19 September, pm GMT –DTC of USA announces increase in its fails management resources from US$2.5 bn to US$3.2 bn Timeline of Actions

32 Page 32 Thomas Murray © 2008 Thomas Murray Ltd. Page 32 Lehman Default Monday 22 September, am GMT –China Securities Regulatory Commission reminds QFIIs of reporting responsibilities –Belgium, France Netherlands ban naked short selling of financial shares for 3 months –Australia bans short selling of all company shares for at least 30 days Monday 22 September, pm GMT –Canadian regulator bans short selling for 2 weeks on a few financial shares Tuesday 23 September, am GMT –SGX enhances disclosure of naked shorts and increases penalties on buy-ins Tuesday 23 September, pm GMT –FFMS in Russia suspends naked short selling –Portugal requires daily disclosure on short selling Wednesday 24 September, am GMT –FSS of Korea discovers violations of naked short selling, takes action to increase collateral requirements for SLB transactions and enhances disclosure requirements, introduces ‘cooling period’ in which short sales not allowed Timeline of Actions

33 Page 33 Thomas Murray © 2008 Thomas Murray Ltd. Page 33 Lehman Default Wednesday 24 September, pm GMT –Luxembourg regulator bans short selling of shares issued by finance companies Thursday 25 September –LCH Clearnet advises that the risk exposure as a result of Lehman’s default had fallen by over 90% and that the remaining exposure would be covered by use of margins rather than access to the Guarantee Fund. –Eurex (Germany) advised that exposure of Lehman trades covered by collateral and guarantee fund was not used. –Issues relating to OTC trades unsettled in Crest have yet to be finalised with the administrators Friday 26 September –SGX continues to provide clarity around changes to its penalties for failed trades Timeline of Actions

34 Page 34 Thomas Murray © 2008 Thomas Murray Ltd. Page 34 Lehman Default Regulator Response –Many markets around the world have made significant changes to rules regarding short selling in recent weeks. In particular, many regulators have moved to restrict or ban “naked” short selling ( prohibited from outset in some markets ) or to completely suspend short selling for certain stocks. CSD Response –Identify the problem –Deal with issue (Suspend membership, settle matched transactions, close-out defaults) –Recover (Replenish guarantee funds, boost guarantee funds – i.e.DTC, enhance penalty arrangements for failed trades, examine ability to identify naked short selling) –Provide Market Information (Keep the market and public informed) Issues

35 Page 35 Thomas Murray © 2008 Thomas Murray Ltd. Page 35 Lehman Default On-exchange trades and trades covered by CCP arrangements have generally been settled adequately Off exchange trades have been left to the market to settle – arrangements are more difficult and invariably involve the administrator - PWC Questions Remain –Has the infrastructure been effective at managing a major default? –How would the market have managed with a major bank default? –Are the measures to manage a default adequate? –Are the resources available for a default appropriate? –Should more be done to manage the settlement and provide protection for OTC trades? –Are the CSD communication channels appropriate in times of crisis? Observations

36 Page 36 Thomas Murray © 2008 Thomas Murray Ltd. Page 36

37 Page 37 Thomas Murray © 2008 Thomas Murray Ltd. Page 37 AECSD Market Comparisons

38 Page 38 Thomas Murray © 2008 Thomas Murray Ltd. Page 38 CCC AA+ AA AA- A+ A A- BBB BB B AAA Thomas Murray Capital Markets Infrastructure Ratings Comparative Chart Average Americas Average East Europe Avge West Europe Avge Asia Pacific Avge Mid East Africa

39 Page 39 Thomas Murray © 2008 Thomas Murray Ltd. Page 39 Rating AAA AA+ AA AA- A+ A A- BBB BB B CCC CC C AAA AA+ AA AA- A+ A A- BBB BB B CCC CC C Overall Rating ACR LRCRASRFROR Average Rating - Eastern EuropeTM Rating of 7 CSDs in AECSD Average Rating - Highest Rated Regions Rating AECSD Market Comparisons Average Rating - AECSD Gap between top and bottom rated AECSD country

40 Page 40 Thomas Murray © 2008 Thomas Murray Ltd. Page 40 AAA AA+ AA AA- A+ A A- BBB BB B CCC AAA AA+ AA AA- A+ A A- BBB BB B CCC Overall Rating ACR LRCRASRFROR Average Rating - AECSD Highest Public Rated Depository Average Rating - Highest Rated Region/s Rating Gap Analysis - MCDR MCDR Public Rating AECSD Market Comparisons Rating Gap between MCDR and Highest Rated CSD

41 Page 41 Thomas Murray © 2008 Thomas Murray Ltd. Page 41 AAA AA+ AA AA- A+ A A- BBB BB B CCC AAA AA+ AA AA- A+ A A- BBB BB B CCC Overall Rating ACR LRCRASRFROR Average Rating - AECSD Highest Public Rated Depository Average Rating - Highest Rated Region/s Rating Gap Analysis – Best Practice Highest Rating in AECSD AECSD Market Comparisons Rating Gap between Top AECSD Rating and Highest Rated CSD

42 Page 42 Thomas Murray © 2008 Thomas Murray Ltd. Page 42 Conclusions Range of service offerings provided by Eurasian CSDs is more closely represented by the traditional CSDs Eurasian CSDs portray wide disparities in their risk ratings generally reflecting their stage in market and infrastructure development Greater need for awareness of best practice standards amongst Eurasian CSDs


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