__________________________________________________________________________

2012 SUMMARY REPORT OF COMMISSION STAFF’S EXAMINATIONS OF

EACH NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION

__________________________________________________________________________

As Required by Section 15E(p)(3)(C) 

of the Securities Exchange Act of 1934

This is a report of the Staff of the U.S. Securities and Exchange Commission.

The Commission has expressed no view regarding the analysis, findings, or conclusions 

contained herein.

__________________________________

November 2012
TABLE OF CONTENTS

I. Regulatory and NRSRO Overview................................................................................ 1

II. Office of Credit Ratings and Examination Overview.................................................. 8

III. Public Administrative Proceeding................................................................................. 9

IV. Responses to Recommendations from Prior Reports.................................................. 10

V. Summary of Essential Findings..................................................................................... 11

VI. Conclusion ....................................................................................................................... 26
2012 Section 15E Examinations Summary Report – Page 1 of 26

I. REGULATORY AND NRSRO OVERVIEW

This Report summarizes the examinations conducted by staff from the U.S. Securities and 

Exchange Commission (the “Staff”) under Section 15E(p)(3) of the Securities Exchange Act of 

1934 (“Exchange Act”).1 This is a report of the Staff and, as such, reflects solely the Staff’s 

views. The U.S. Securities and Exchange Commission (“Commission”) is making public this 

Staff report as required by Section 15E(p)(3)(C) of the Exchange Act.

A. Statutory Framework and Rules

In 2006, Congress passed the Credit Rating Agency Reform Act (the “Rating Agency Reform 

Act”) that provided the Commission with the authority to establish a registration and oversight 

program for credit rating agencies.2 The Rating Agency Reform Act added Section 15E to the 

Exchange Act, which established Commission oversight of those credit rating agencies that 

register with the Commission as Nationally Recognized Statistical Rating Organizations

(“NRSROs”). The Rating Agency Reform Act also amended Section 17 of the Exchange Act to 

provide the Commission with recordkeeping, reporting, and examination authority over 

registered NRSROs.3

Importantly, Section 15E(c)(2) expressly prohibits the Commission from regulating the 

substance of credit ratings or the procedures and methodologies by which an NRSRO determines 

credit ratings.

In 2007, the Commission adopted Rules 17g-1 through 17g-6 and Form NRSRO to implement 

the registration and oversight program created by the Rating Agency Reform Act. Pursuant to 

these rules, registered NRSROs must, among other things, make certain public disclosures, make 

and retain certain records, furnish certain financial reports to the Commission, establish and 

enforce procedures to manage the handling of material non-public information, and disclose and 

manage conflicts of interest. The Commission’s rules also prohibit an NRSRO from having 

certain conflicts of interest and engaging in certain unfair, abusive, or otherwise coercive 

practices. The Commission amended several of these rules in February 2009 and December 

2009 with the goal of further increasing the transparency of NRSRO rating methodologies, 

strengthening the disclosures of rating performance, prohibiting NRSROs from engaging in 

certain unfair, coercive, or abusive practices, and enhancing NRSRO record keeping.

In July 2010, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act 

(the “Dodd-Frank Act”), which, among other things, amended Section 15E to enhance the 

regulation and oversight of NRSROs by imposing new reporting, disclosure, and examination 

 

1

15 U.S.C. § 78o-7(p)(3)(C). Unless otherwise noted, all Section and Rule references in this Report are to 

the Securities Exchange Act of 1934 and related rules. See 15 U.S.C § 78o-7; 15 U.S.C. § 78q (a) & (b); 

17 C.F.R. § 240.17g.

2 Credit Rating Agency Reform Act of 2006, Pub. L. No. 109-291, 120 Stat. 1327 (2006).

3

See Sections 17(a) and 17(b).
2012 Section 15E Examinations Summary Report – Page 2 of 26

requirements.4 The Dodd-Frank Act directs the Commission to adopt rules to implement a 

number of provisions related to NRSROs. In January 2011, the Commission adopted new Rule 

17g-7.

5

 In addition, the Commission has proposed new rules to implement certain provisions of 

the Dodd-Frank Act concerning the following areas:

• Filing annual reports on internal controls;6

• Addressing conflicts of interest with respect to sales and marketing concerns;7

• Conducting “look back” reviews of ratings in which former NRSRO employees 

participated to determine whether employment opportunities with a rated entity, 

issuer, underwriter, or sponsor influenced the rating;8 

• Disclosing information relating to initial credit ratings and subsequent changes to 

credit ratings to track the performance of an NRSRO’s credit ratings;9

• Requiring an NRSRO to have certain policies and procedures governing the way 

an NRSRO determines credit ratings;10

• Publishing a standard form with each credit rating disclosing, among other things,

the assumptions underlying the methodology used to determine the credit rating;11

• Disclosing information concerning third-party due diligence reports for assetbacked securities;12

• Establishing professional standards for training credit rating analysts;13 and

• Requiring the consistent application of rating symbols and definitions.14

As of the date of this Report, the Commission has adopted the following rules applicable to 

NRSROs:

 

4 The Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. No. 111-203 (“Dodd-Frank”), 

§ 932, 124 Stat. 1376, 1872-83 (2010).

5

See Exchange Act Release No. 33-9175 (Jan. 20, 2011), 76 FR 4489 (Jan. 26, 2011). Rule 17g-7 requires 

NRSROs to include information regarding the representations, warranties and enforcement mechanisms 

available to investors in an asset-backed securities offering in any report accompanying a credit rating 

issued in connection with such offering, including a preliminary credit rating.

6

Section 15E(c)(3)(B).

7

Section 15E(h)(3)(A).

8

Section 15E(h)(4)(A).

9

Section 15E(q)(1).

10 Section 15E(r).

11 Section 15E(s)(1).

12 Section 15E(s)(4)(C).

13 Dodd-Frank, § 936, 124 Stat. 1884-85.

14 Dodd-Frank, § 938(a), 124 Stat. 1376, 1885.
2012 Section 15E Examinations Summary Report – Page 3 of 26

Exchange Act Rules Applicable to NRSROs

Rule 17g-1 Requires a credit rating agency to apply for NRSRO status and issue credit 

ratings for various classes of securities by filing a Form NRSRO with the 

Commission, and prescribes how an NRSRO must keep its registration up-todate and file an annual certification. Additionally, an NRSRO must make its 

current Form NRSRO and information and documents submitted in Exhibits 1 

through 9 to Form NRSRO publicly available.

Rule 17g-2 Requires an NRSRO to make and retain certain types of business records and 

publicly disclose certain ratings history data. 

Rule 17g-3 Requires an NRSRO to file certain audited and unaudited annual financial 

reports and reports of the number of credit rating actions with the Commission. 

Rule 17g-4 Requires an NRSRO to establish and enforce written policies and procedures 

designed to address specific areas in which material, non-public information 

could be inappropriately disclosed or used. 

Rule 17g-5 Identifies a series of conflicts of interest arising from the business of determining 

credit ratings. Some of these conflicts must be disclosed and managed, while 

others are expressly prohibited.

Rule 17g-6 Prohibits NRSROs from engaging in certain unfair, abusive, or coercive 

practices. 

Rule 17g-7 Requires NRSROs to include information regarding the representations, 

warranties, and enforcement mechanisms available to investors in an assetbacked securities offering in any report accompanying a credit rating issued in 

connection with such offering, including a preliminary credit rating, as well as 

how those representations, warranties, and enforcement mechanisms differ from 

those in similar offerings.

B. Annual Examinations

Generally, the purpose of NRSRO examinations is to facilitate compliance with applicable laws 

and rules, identify potential violations of such laws and rules, and monitor for remedial action. 

Examinations also serve to inform the Commission and Commission staff of NRSROs’ 

compliance with their regulatory obligations and noteworthy industry developments. If the 

examination Staff identifies potential violations of federal securities laws or rules during an 

NRSRO examination, the Staff may refer the matter to the Commission’s Division of 

Enforcement, which is responsible for further investigating these potential violations and taking 

further action when appropriate, either in a Federal court or in an administrative action.

C. Requirement for a Summary Staff Report

Section 15E(p)(3)(C) requires that the Commission make available to the public, in an easily 

understandable format, an annual report summarizing (i) the essential findings of the Section 15E 

examinations as deemed appropriate by the Commission; (ii) the responses by the NRSROs to 

any material regulatory deficiencies identified by the Commission in those findings; and (iii) 
2012 Section 15E Examinations Summary Report – Page 4 of 26

whether the NRSROs have appropriately addressed the recommendations of the Commission 

contained in previous Section 15E summary reports.15

D. Registered NRSROs

In 2007, following the adoption of the Commission’s first set of NRSRO rules, the Commission 

began granting registrations to credit rating agencies that applied to be registered as an NRSRO. 

A credit rating agency may apply to be registered with respect to one or more of the following 

five classes of credit ratings: (1) financial institutions, brokers, or dealers (“financial 

institutions”); (2) insurance companies; (3) corporate issuers; (4) issuers of asset-backed 

securities (“asset-backed securities”); and (5) issuers of government securities, municipal 

securities, or securities issued by a foreign government (“government securities”). The credit 

rating agencies registered as NRSROs as of November 1, 2012, and the dates of their initial 

registration, are listed below:16

NRSRO17 Date of Registration

A.M. Best Company, Inc. (“A.M. Best”) September 24, 2007

DBRS, Inc. (“DBRS”) September 24, 2007

Egan-Jones Ratings Company (“EJR”) December 21, 2007

Fitch, Inc. (“Fitch”) September 24, 2007

Japan Credit Rating Agency, Ltd. (“JCR”) September 24, 2007

Kroll Bond Rating Agency, Inc. (“KBRA”)18 February 11, 2008

Moody’s Investors Service, Inc. (“Moody’s”) September 24, 2007

Morningstar Credit Ratings, LLC (“Morningstar”)19 June 23, 2008

Standard & Poor’s Ratings Services (“S&P”) September 24, 2007

The table below provides the number of outstanding credit ratings reported by each NRSRO, in 

its annual certification for the calendar year ending December 31, 2011, in each of the five 

categories identified in Section 3(a)(62) of the Exchange Act for which the NRSRO is registered.

 

15 Section 15E(p)(3)(C)(i)–(iii).

16 On October 13, 2011, Rating and Investment Information, Inc., which had been registered with the 

Commission as an NRSRO since September 24, 2007, furnished the Commission with a notice of 

withdrawal from registration as an NRSRO. The withdrawal became effective on November 27, 2011. See

http://www.sec.gov/news/digest/2011/dig112811.htm.

17

 Orders granting registration can be found at: http://www.sec.gov/about/offices/ocr.shtml. In addition, each 

NRSRO is required to post its Form NRSRO and Exhibits 1 through 9 on its own website.

18 Formerly known as LACE Financial Corp.

19 Formerly known as Realpoint LLC.
2012 Section 15E Examinations Summary Report – Page 5 of 26

Number of Outstanding Credit Ratings by Category of Credit Rating 

Source: NRSRO Annual Certifications for the Year Ended December 31, 2011

NRSRO Financial 

Institutions

Insurance 

Companies

Corporate 

Issuers

AssetBacked 

Securities

Government 

Securities

Total 

Ratings 

A.M. Best N/R 4,826 1,910 56 N/R 6,792

DBRS 21,695 151 4,037 9,889 15,798 51,570

EJR 101 51 962 13 9 1,136

Fitch 54,586 4,010 14,427 58,315 217,198 348,536

JCR 163 27 478 N/R 54 722

KBRA 16,127 52 1,001 40 58 17,278

Moody's 56,486 3,953 30,439 93,913 814,087 998,878

Morningstar N/R N/R N/R 16,070 N/R 16,070

S&P 60,700 7,800 45,400 108,400 948,300 1,170,600

Total 209,858 20,870 98,654 286,696 1,995,504 2,611,582

*N/R indicates the NRSRO is not registered for that category of securities. 

The pie charts below depict the percent of the credit ratings in total and in each category reported 

by all NRSROs as of December 31, 2011 that were attributable to each NRSRO. For example, 

per the above table, A.M. Best reported that it had 4,826 insurance company credit ratings, and 

the total of the credit ratings in that category reported by all NRSROs was 20,870. Dividing 

4,826 by 20,870 = (approximately) 0.2312 or 23.12% (the proportion of NRSRO insurance 

company ratings attributable to A.M. Best).
2012 Section 15E Examinations Summary Report – Page 6 of 26
2012 Section 15E Examinations Summary Report – Page 7 of 26

Moody’s and S&P were the two largest NRSROs based on the number of credit ratings as of 

December 31, 2011, with approximately 1 million and 1.2 million ratings, respectively, and Fitch 

was the third largest with approximately 350,000 ratings. However, concentration was not 

consistent across rating classes. Moody’s and S&P had the largest number of credit ratings of 

corporate issuers, asset-backed securities, and government securities. For credit ratings of 

financial institutions, Fitch and Moody’s had substantially more ratings than S&P in the past. 

The gap narrowed in 2010 and, in 2011, S&P surpassed Fitch and Moody’s in this class. Also in 

2011, S&P had the largest number of credit ratings of insurance companies, with A.M. Best, 

Fitch, and Moody’s providing most of the remaining ratings in that class.

Two NRSROs, Moody’s and S&P, accounted for approximately 83% of all credit ratings. 

Moody’s, Fitch, and S&P accounted for approximately 96% of all credit ratings (the top three 

accounted for 97% of all outstanding credit ratings in last year’s report). The concentration of 

ratings for these three NRSROs is high across all five categories but varies across those 

categories. For instance, Fitch, Moody’s, and S&P account for over 99% of all NRSRO ratings 

for government, municipal and sovereign securities,

20 but approximately 75% of all NRSRO 

ratings for insurance companies.21 For various reasons, including those discussed below, market 

concentration must be considered together with other factors to identify the level of competition 

in a given market.

Some of the smaller NRSROs concentrate more on particular sectors or regions. For example, 

A.M. Best primarily rates insurance companies. Morningstar rates only asset-backed securities. 

KBRA has historically focused on rating financial institutions, although recently it has started to 

expand into other areas. JCR is based in Japan and issues ratings primarily on Japanese issuers 

and securities.

Among the smaller NRSROs, KBRA and DBRS reported having the largest number of ratings of 

financial institutions (16,127 and 21,695, respectively, or approximately 8% and 10%, 

respectively, of all ratings in this category). A.M. Best reported the largest number of ratings of 

insurance companies among the smaller NRSROs (4,826, or about 23%, of all ratings in this 

category) and DBRS reported the largest number of ratings of corporate issuers among the 

smaller NRSROs (4,037, or about 4% of all ratings in this category).

Of the 286,696 credit ratings of asset-backed securities, all but 26,068 (approximately 9%) were 

attributable to Fitch, Moody’s, and S&P. Among the smaller NRSROs, Morningstar reported 

having the largest number of ratings of asset-backed securities (16,070, or approximately 6%, of 

all ratings in this category). 

 

20 Fitch, Moody’s, and S&P together accounted for 1,979,585 of the 1,995,504 outstanding NRSRO credit 

ratings in this category as of December 31, 2011.

21 Fitch, Moody’s, and S&P together accounted for 15,763 of the 20,870 outstanding NRSRO credit ratings in 

this category as of December 31, 2011.
2012 Section 15E Examinations Summary Report – Page 8 of 26

Six of the NRSROs operate primarily under the “issuer-pay” model.22 Two of the NRSROs, 

KBRA and Morningstar, previously operated primarily under the “subscriber-pay” model but in 

recent years have begun issuing ratings under the issuer-pay model.23 Only EJR operates fully 

under the subscriber-pay model. The NRSROs operating primarily under the issuer-pay model 

account for almost 99% of the total NRSRO credit ratings reported by NRSROs as of December 

31, 2011.

The table below illustrates the relative size of each NRSRO in terms of staffing:

Number of Credit Analysts and Credit Analyst 

Supervisors*

Credit 

Analysts

Credit Analyst 

Supervisors Total

A.M. Best 82 41 123

DBRS 84 34 118

EJR 2 3 5

Fitch 758 338 1,096

JCR 24 33 57

KBRA 22 6 28

Moody's 1,124 128 1,252

Morningstar 26 10 36

S&P 1,172 244 1,416

 * As reported by each NRSRO on Exhibit 8 of Form NRSRO, for year-end 2011.

II. OFFICE OF CREDIT RATINGS AND EXAMINATION OVERVIEW

As required by Section 15E(p)(1), the Commission established the Office of Credit Ratings 

(“OCR”) in June 2012 with the appointment of Director Thomas Butler. OCR has conducted the 

2012 annual NRSRO examinations.

A. Examinations under Section 15E(p)(3)

Section 15E(p)(3)(A) requires OCR to conduct an examination of each NRSRO at least annually. 

Prior to the formation of OCR, examinations of NRSROs were conducted by the Commission’s

Office of Compliance Inspections and Examinations. This Report was prepared by Staff of the 

NRSRO examination program within OCR. 

 

22 A.M. Best, DBRS, Fitch, JCR, Moody’s, and S&P. 

23 See Exhibit 2 to KBRA’s Form NRSRO, as of its annual certification dated March 30, 2012, in which 

KBRA states that it offers issuer-paid ratings as well as subscriptions to its ratings and describes its process 

for determining each type of rating; See also Exhibit 2 to Morningstar’s Form NRSRO, as of its annual 

certification dated March 31, 2012, in which Morningstar states that it generally issues ratings either as a 

rating agency selected and paid by the arranger or as a non-selected rating agency providing a final rating 

and surveillance to subscribers on a subscription-pay basis.
2012 Section 15E Examinations Summary Report – Page 9 of 26

Section 15E(p)(3)(B) requires that the examination shall include a review of: (i) whether the 

NRSRO conducts business in accordance with the policies, procedures, and rating methodologies 

of the NRSRO; (ii) the management of conflicts of interest by the NRSRO; (iii) implementation 

of ethics policies by the NRSRO; (iv) the internal supervisory controls of the NRSRO; (v) the 

governance of the NRSRO; (vi) the activities of the designated compliance officer (“DCO”) of 

the NRSRO; (vii) the processing of complaints by the NRSRO; and (viii) the policies of the 

NRSRO governing the post-employment activities of former staff of the NRSRO.

Section 15E(p)(3)(C) requires the Commission to “make available to the public, in an easily 

understandable format, an annual report summarizing—(i) the essential findings of all

examinations conducted under Section 15E(p)(3)(A), as deemed appropriate by the Commission; 

(ii) the responses by the NRSROs to any material regulatory deficiencies identified by the 

Commission under clause (i); and (iii) whether the NRSROs have appropriately addressed the 

recommendations of the Commission contained in previous reports under Section 15E(p)(3).”

B. Examination Overview

The 2012 Section 15E examinations (“2012 examinations”) began in October 2011. The 2012 

examinations generally focused on NRSRO activities for the period covering August 1, 2010 

through September 30, 2011 (the “Review Period”).

The 2012 examinations included a review of the eight areas enumerated in Section 15E(p)(3)(B)

and examined how each NRSRO adhered to Section 15E and Commission Rules 17g-1 through 

17g-7. 

For clarity, this Report will refer to Fitch, Moody’s, and S&P as the larger NRSROs. The six 

other NRSROs (A.M. Best, DBRS, EJR, JCR, KBRA, and Morningstar) will be referred to as the 

smaller NRSROs. One smaller NRSRO that was discussed in the 2011 Summary Report of 

Commission Staff’s Examinations of Each Nationally Recognized Statistical Rating Agency

(“2011 Summary Report”), Rating & Investment Information Inc., withdrew from registration

during the Review Period and therefore is not discussed in this Report.

III. PUBLIC ADMINISTRATIVE PROCEEDING

In April 2012, the Commission’s Division of Enforcement instituted administrative proceedings 

against EJR and Sean Egan, EJR’s founder, President, owner, and primary analyst.24 In the 

Order Instituting Proceedings (“OIP”), the Division of Enforcement alleges that EJR and Mr. 

Egan committed numerous violations of Sections 15E and 17(a) and the rules thereunder. The 

OIP specifically alleges that EJR made material misrepresentations and omissions in its initial 

application for NRSRO status and its annual certifications, including overstating EJR’s 

qualifications with respect to rating asset-backed securities and government securities and 

 

24 In the Matter of Egan-Jones Ratings Company and Sean Egan, Release No. 66854 (April 24, 2012). 
2012 Section 15E Examinations Summary Report – Page 10 of 26

inaccurately stating that EJR was not aware of its subscribers’ holdings. The OIP also alleges 

that EJR failed to adequately disclose and manage conflicts of interest related to securities 

ownership by its employees, and in several instances EJR analysts participated in determining 

credit ratings of issuers in which they owned securities. Finally, the OIP alleges that EJR failed 

to make and retain records documenting the established procedures and methodologies it uses to 

determine credit ratings, as well as required records concerning the basis for its credit rating 

actions, the identity of personnel that participated in each credit rating action, whether the rating 

action was solicited or unsolicited, and certain types of communications concerning each credit 

rating. 

The Commission’s administrative proceeding is pending, with a hearing currently scheduled for 

later in 2012.

In June 2012, EJR and Mr. Egan filed a complaint in Federal District Court seeking to have the 

Commission’s administrative proceeding removed to Federal Court.25 The Federal District Court 

case is also pending.

IV. RESPONSES TO RECOMMENDATIONS FROM PRIOR REPORTS

The Staff’s assessment of whether an NRSRO has appropriately addressed a recommendation 

depends on the specific facts and circumstances of each recommendation and the reasonableness 

of the NRSRO’s response.

The Staff’s determination that an NRSRO appropriately addressed a recommendation does not 

constitute the Staff’s endorsement of that NRSRO or its policies, procedures, or operations. In a 

future examination, the Staff may continue to review and make additional recommendations 

concerning the NRSRO or its policies, procedures, and operations related to a recommendation 

that was appropriately addressed, or to the general subject matter of that recommendation. The 

Staff’s assessment of whether an NRSRO has appropriately addressed a recommendation reflects 

solely the Staff’s view and does not necessarily reflect the views of the Commission. 

Based on the Staff’s 2012 examinations, the Staff has determined that except for one smaller 

NRSRO, all NRSROs appropriately addressed the Staff’s recommendations contained in the 

2011 Summary Report. This smaller NRSRO declined to formally respond to the Staff’s 

recommendations from the 2011 examination of the NRSRO which were summarized in the 

2011 Summary Report. Moreover, during the 2012 examination of this NRSRO, the Staff found 

that this smaller NRSRO failed to appropriately address the vast majority of recommendations 

from the 2011 examination and that its policies, procedures, and operations continue to raise 

most of the same concerns that the Staff identified during the 2011 examination.

 

25 Egan-Jones Rating Co. v. S.E.C., 2012-cv-00920 (D.D.C. June 6, 2012).
2012 Section 15E Examinations Summary Report – Page 11 of 26

V. SUMMARY OF ESSENTIAL FINDINGS

Section 15E(p)(3)(C)(i) requires this Report to contain a summary of the essential findings of the 

annual examinations, as deemed appropriate by the Commission.

For purposes of this Report, “essential findings” include the Staff’s most notable observations 

and concerns arising from the examinations. These essential findings are not findings of the 

Commission, and the Staff’s inclusion of an issue does not necessarily mean that the Staff has 

reached a definitive conclusion about that issue. Essential findings are organized according to 

the eight review areas set forth in Section 15E(p)(3)(B).

The Commission has not determined whether any finding discussed in this Report constitutes a 

“material regulatory deficiency,” but may do so in the future. If the Commission determines that 

any finding of a Section 15E examination does constitute a “material regulatory deficiency,” the 

Staff will include the relevant NRSRO’s response to such deficiency in a future summary report.

A. Review Area: Conducting Business in Accordance with Policies, Procedures, and 

Methodologies 

Section 15E and Commission rules require that NRSROs maintain and enforce various written 

policies and procedures. In addition, Rule 17g-2(a)(6) requires NRSROs to make and retain a 

record documenting the procedures and methodologies used by the NRSRO to determine credit 

ratings. These procedures and methodologies must be disclosed in Exhibit 2 to Form NRSRO.

The Staff’s review of whether each NRSRO conducted business in accordance with its policies, 

procedures, and methodologies focused on reviewing the documentation of ratings activity for a 

selected number of issuers to determine whether the NRSRO had followed its procedures in each 

case. The Staff employed a risk-based sampling process in selecting the files for review. The 

Staff’s reviews of the eight mandated review areas also involved testing of whether each NRSRO 

conducted business in accordance with its policies, procedures, and methodologies. The Staff’s 

essential findings in those other areas are discussed in later sections of this Report.

The Staff’s essential findings regarding whether each NRSRO has conducted its business in 

accordance with policies, procedures and methodologies are as follows:

1. Each of the larger NRSROs and two of the smaller NRSROs did not 

appear to follow their methodologies and certain policies and procedures in 

determining certain credit ratings.

The Staff found that one of the larger NRSROs appears to have changed the method for 

calculating a key financial ratio in rating certain asset-backed securities, but failed for several 

months to publicly disclose the change and its effects on the ratings, and continued to incorrectly 

reference the previously used method in its published rating reports. It also failed to provide 

sufficient disclosure about the method used to calculate such ratio in its published rating

methodology applicable to these securities. Further, it appears the NRSRO did not consistently 

apply its rating methodology and failed to follow certain internal rating policies and procedures 
2012 Section 15E Examinations Summary Report – Page 12 of 26

with respect to these securities, including the policy regarding the use of models, in assigning 

initial ratings to, and performing surveillance on, these asset-backed securities. The Staff found 

that this NRSRO appeared to have weak internal supervisory controls and lacked transparency 

over the process of rating these asset-backed securities. The Staff is also concerned that this 

NRSRO may have been influenced by market share and business considerations in its application 

of the methodology used to rate asset-backed securities.

The Staff found that two of the larger NRSROs did not appear to follow their respective 

methodologies and relevant policies and procedures in the rating of a certain financial institution. 

In rating such institution, the two NRSROs appeared not to have analyzed certain important 

factors in their respective methodologies. 

The Staff identified one instance in which it appeared that a smaller NRSRO allowed an issuer to 

improperly influence the substance of its ratings press release. The Staff found that, after 

receiving a request from the issuer to re-characterize its opinion of the issuer’s financial 

performance in its press release, the NRSRO did in fact alter the press release language referring

to its opinion of the issuer’s financial performance in contravention of its policies and procedures 

concerning the revision and publication of press releases. The Staff also found that the NRSRO

did not appear to conduct the analyses and request the documents required by its policies and 

procedures when it issued a short-term investment grade rating of the same issuer, contrary to the 

NRSRO’s own rating policies. Approximately two weeks after the NRSRO published these

ratings and the press release, the issuer petitioned for bankruptcy.

The Staff found that one of the smaller NRSROs produced ratings that were not in accordance 

with its methodologies and rating processes.

The Staff recommended that each of the three larger and two smaller NRSROs ensure that their

employees understand and adhere to their methodologies, policies, and procedures. The Staff 

also recommended that the relevant NRSROs conduct a review of their practices involving the 

application of their rating methodologies to ensure use of a consistent approach and publish 

updated methodologies as needed. Further, a recommendation was made to the relevant 

NRSROs to ensure that the models used for determining credit ratings are used in accordance 

with the NRSRO’s policies and procedures. 

2. One of the larger NRSROs and two of the smaller NRSROs appeared to 

have inadequately disclosed portions of their ratings methodology, or changes to 

such methodology.

The Staff found that one of the larger NRSROs appeared not to have adhered to its Code of 

Professional Conduct when, in some instances, it published and disclosed its methodologies in an 

inconsistent and less than transparent manner. Under Rule 17g-2(a)(6), an NRSRO is required to 

document the established methodologies used in determining credit ratings. The Staff observed 

that the NRSRO’s practice of using different terms to refer to methodologies could make it 

difficult for users to find the most up-to-date and comprehensive methodology for a particular 

credit rating. In addition, the Staff found instances in which the NRSRO’s methodologies did 

not link or refer to subsequent publications that supplemented and, in some cases, replaced 
2012 Section 15E Examinations Summary Report – Page 13 of 26

existing methodology. This NRSRO’s Code states that it is the NRSRO’s responsibility to be as 

transparent as practicable with respect to its rating methodologies.

One of the smaller NRSROs has not consistently updated and disclosed changes to certain assetbacked security rating methodologies. In the 2011 Section 15E examination, the Staff 

recommended that this NRSRO evaluate its internal controls to ensure that methodology changes 

are promptly applied to existing credit ratings in accordance with the NRSRO’s policies and 

procedures. In this year’s examination, the Staff found that although the NRSRO had applied the 

methodology changes to many of the affected ratings, the NRSRO had not completed applying 

the methodology changes to all of the affected credit ratings, in accordance with the timeline 

proposed by the NRSRO.

The second of the smaller NRSROs has not documented and published methodologies for 

several types of its ratings. This NRSRO has failed to adequately disclose its methodologies as 

required on Form NRSRO.

The Staff recommended that each of these NRSROs promptly disclose new and revised 

methodologies, and, as applicable, enhance their internal supervisory controls regarding such 

methodologies, in accordance with the applicable statutes, Commission rules, and its policies and 

procedures.

3. One of the larger NRSROs failed to adhere to policies and procedures by 

delaying certain rating actions and one of the larger NRSROs and two of the 

smaller NRSROs failed to adhere to policies and procedures or have unclear 

policies regarding the surveillance of existing credit ratings.

One of the larger NRSROs delayed downgrading a number of structured finance transactions in 

order, the Staff believes, to give the issuers or other relevant parties the opportunity to avoid 

downgrades by restructuring their transactions and in anticipation of regulatory action. The Staff 

found that the NRSRO placed certain European residential mortgage-backed securities tranches 

on watch for potential downgrades for over two years and failed to review the watch within the 

timetable specified in its policies. In doing so, the NRSRO failed to follow its policies and 

procedures with regard to the use of rating watch status and the timeliness of reviews conducted 

on the rating watch status. The NRSRO also failed to apply new criteria to these transactions 

within the time period required by its policies.

One of the other larger NRSROs requires analysts to be skeptical about information coming from 

corporate and governmental issuers but may not be giving analysts sufficient guidance as to the 

meaning or application of this surveillance procedure requirement. The Staff is also concerned 

that this NRSRO’s surveillance analysts may be over relying on qualitative factors and personal 

opinions which may potentially result in a disregard for quantitative criteria factors and 

inconsistent rating analysis.

In the case of the two smaller NRSROs, both of the firms had inadequate policies and procedures 

governing the surveillance process and failed to conduct timely reviews of outstanding ratings in 

accordance with their surveillance policies and procedures. 
2012 Section 15E Examinations Summary Report – Page 14 of 26

The Staff recommended that each of these NRSROs enhance or follow its existing policies and 

procedures to ensure timely review of existing ratings in compliance with applicable policies and 

procedures and application of new criteria to existing ratings.

4. All of the NRSROs had weaknesses in record retention and recordation of 

rating actions and committee procedures.

The Staff found weaknesses in the NRSROs’ record retention and recordation of rating actions 

and committee procedures. In examining samples of the NRSROs’ rating files, the Staff found 

many of them to be missing certain documents, such as confidentiality statements to an issuer 

prior to a rating release, document checklists, committee memos, and communications records, 

as required by each NRSRO’s record retention policies or Rule 17g-2. The Staff also found 

inaccuracies in vote tallies, records of committee attendances, and committee minutes in certain 

rating files. In some structured finance rating files, the Staff found incomplete rating 

recommendations relating to the final tranches and were unable to ascertain what the committee 

ultimately approved. In some instances, there was no rationale recorded for why the final rating 

recommendation deviated from the original. 

One of the smaller NRSROs violated its committee policies and procedures when a rating 

committee made changes to the rating scale of a particular asset class and altered the procedure 

for assigning those ratings. Another smaller NRSRO did not maintain records required by Rule 

17g-2 and its own policies and procedures including: the identity of analysts who participated in 

determining or approving the rating, whether the rating was solicited or unsolicited, sources of 

information that formed the basis of the credit rating, model outputs and differences between the 

rating implied by the model and the actual rating, and complete and accurate policies and 

procedures for the rating committee and rating committee minutes.

The Staff recommended that seven of the NRSROs retain all necessary records as required by 

Rule 17g-2 and their record retention policies and procedures and, for one larger NRSRO, that it 

maintain accurate and complete minute sheets for rating committees. In certain cases, the Staff 

also recommended that the NRSROs consider modifying or establishing policies and procedures 

for the retention of records used to form the basis of its credit ratings. Further, the Staff 

recommended that one of the smaller NRSROs ensure that its rating committees restrict 

themselves to the activities permitted under their rating policies and ensure that the basis of their 

rating decisions is properly recorded and maintained.

5. All of the NRSROs failed to follow their procedures in some instances and 

the Staff identified weaknesses in certain policies and procedures.

The Staff’s ratings file review generally found other instances where each of the NRSROs failed 

to follow some of their procedures, in addition to other instances more specifically discussed in 

this Report. The Staff identified some weaknesses with certain policies and procedures relating 

to dissemination of ratings information. The Staff also found that some of the NRSROs’ policies 
2012 Section 15E Examinations Summary Report – Page 15 of 26

did not accurately reflect current practices. One of the NRSROs did not have sufficient policies 

addressing Rule 17g-5(a)(3),26 although it did maintain the password-protected website required 

by the rule. Some NRSROs did not have sufficient policies addressing Rule 17g-7, which 

concerns representations and warranties for asset-backed securities, although they appeared to be 

generating the required reports.

The Staff made various recommendations to the NRSROs which generally involved enhancing 

internal controls to ensure that policies and procedures are followed and strengthening policies 

and procedures where needed.

B. Review Area: Management of Conflicts of Interest 

Section 15E(h)(1) requires an NRSRO to establish, maintain, and enforce written policies and 

procedures reasonably designed to address and manage conflicts of interest. The conflicts of 

interest must be disclosed in Exhibit 6 to Form NRSRO, and the written policies and procedures 

to address and manage these conflicts must be disclosed in Exhibit 7 to Form NRSRO. Rule 

17g-5(b) lists certain conflicts of interest that an NRSRO cannot have unless the conflict is 

disclosed and the NRSRO has and enforces policies and procedures to address and manage the 

conflict, and Rule 17g-5(c) lists certain other conflicts of interest that are prohibited. 

The Staff’s essential findings regarding management of conflicts of interest are as follows:

1. One of the smaller NRSROs had insufficient policies and procedures for a 

committee responsible for managing certain conflicts of interest.

One of the smaller NRSROs was granted a temporary exemption by the Commission related to 

Rule 17g-5(c)(1). The rule prohibits an NRSRO from issuing or maintaining a credit rating for 

an entity that contributed more than 10% of an NRSRO’s net revenue in the most recently ended 

fiscal year. Under the exemption, the NRSRO is required to maintain “policies, procedures, and 

internal controls specifically designed to address the conflict created by exceeding the 10% 

threshold”. The Staff found that the committee established by the NRSRO to manage this 

conflict lacked sufficiently detailed operating guidelines. In addition, the committee did not 

maintain minutes and only kept records approving the acceptance of an engagement. The Staff 

recommended that the NRSRO create detailed procedures for, and properly document, the work 

of this committee.

2. Two of the larger NRSROs and three of the smaller NRSROs did not fully

disclose certain conflicts of interest or their related policies and procedures and 

may not have adequately managed certain conflicts of interest. 

 

26 This rule requires an NRSRO that is hired by an arranger to determine an initial credit rating for a 

structured finance product to take certain steps designed to allow an NRSRO that is not hired by the 

arranger to nonetheless determine an initial credit rating – and subsequently monitor that credit rating – for 

the structured finance product.
2012 Section 15E Examinations Summary Report – Page 16 of 26

One of the larger NRSROs did not adequately disclose in Exhibit 7 of its Form NRSRO policies 

and procedures to manage conflicts of interest related to independent board members’ securities

ownership and business relationships with rated entities. The NRSRO has asserted that these 

conflicts are managed through the independent board members’ appointment letters, but those 

letters are not referenced in Exhibit 7. Another larger NRSRO referred to the potential conflict 

of interest related to ratings of shareholders owning greater than 5% of the NRSRO’s parent 

company in Exhibit 6 of its Form NRSRO but did not appear to have policies and procedures to 

manage such conflict. 

Some potential conflicts of interest at one of the smaller NRSROs were not disclosed in Exhibit 

6 of its Form NRSRO and the NRSRO did not appear to have policies and procedures to manage

these conflicts. These included conflicts related to employees’ outside business activities and 

information obtained through additional services offered by the NRSRO. A second smaller 

NRSRO failed to disclose in Exhibit 6 of its Form NRSRO the ability of certain employees to 

own securities or money market instruments rated by that NRSRO. Another smaller NRSRO 

had at least one conflict of interest that it did not disclose in Exhibit 6 of its Form NRSRO. 

Additionally this smaller NRSRO included the potential conflict of interest related to ratings of 

shareholders owning greater than 5% of the NRSRO in Exhibit 6 but did not appear to have 

considered whether to aggregate affiliates when determining this threshold to manage such 

conflict.

The Staff recommended that each of these NRSROs disclose all conflicts of interest and how 

those conflicts of interest are managed in Form NRSRO and ensure that it has adequate 

procedures to monitor compliance with, and enforce, the policies addressing conflicts of interest.

3. One of the larger NRSROs and one of the smaller NRSROs appeared to 

have weaknesses with respect to their policies and procedures for managing and 

monitoring the potential conflict of interest posed by employee securities 

ownership. Two other smaller NRSROs appeared to have some weaknesses with 

respect to their securities ownership policies and procedures.

Section 15E(h)(2)(C) requires an NRSRO to manage and disclose any conflicts of interest 

relating to business relationships, ownership interests, or any other financial or personal interest 

between an NRSRO, or employee, and a rated entity or its affiliate. Rule 17g-5(b)(6) requires 

that an NRSRO disclose and manage the conflict of interest that exists if it allows employees to 

directly own securities or money market instruments of, or have a direct ownership interest in, 

issuers or obligors subject to a credit rating determined by that NRSRO. In addition, Rule 17g5(c)(2) prohibits an NRSRO from issuing or maintaining a rating with respect to an issuer or 

obligor where the: (i) NRSRO, (ii) a credit analyst that participated in determining a rating, or 

(iii) a person responsible for approving a rating, directly own, or have a direct ownership in, an 

issuer or obligor. 

One of the larger NRSROs had policies which prohibit employees and their immediate family 

members from owning or transacting in securities of a rated entity on which the employee can 

reasonably expect to participate in determining or approving ratings. The policies generally 

require divestiture of such securities. The policies also contain limited exemptions under which 
2012 Section 15E Examinations Summary Report – Page 17 of 26

an employee may continue to hold such securities after receiving a recusal from conflicting 

ratings work. Notwithstanding the narrow scope of exemptions, this NRSRO approved a large 

number of recusals compared with a relatively small number of forced divestitures. 

In the case of one of the smaller NRSROs, the securities ownership policies contain 

inconsistencies and certain weaknesses. In addition, it appeared that an analyst violated the 

policies and Rule 17g-5(c)(2) by owning securities issued by a company in which that analyst 

participated in rating actions. It also appeared that another employee held individual stocks in 

violation of the NRSRO’s written policies.

The Staff also identified what appeared to be some weaknesses in two of the smaller NRSROs’ 

securities ownership policies and procedures. These weaknesses involved instances where the 

policies may not be comprehensive. Periodic employee reporting requirements at a smaller 

NRSRO were not consistently met. Employees at another smaller NRSRO were not prohibited 

from trading in certain government securities while in possession of related material non-public 

information, and the NRSRO did not have a documented procedure to review requests by the 

DCO to trade securities.

The Staff made recommendations to each NRSRO, including that each NRSRO enhance and 

enforce its policies, procedures, and internal controls with respect to securities ownership and 

ensure full compliance with the required statutes and rules.

4. The Staff identified other areas where some NRSROs lacked certain 

conflict of interest policies and procedures or where such policies should be 

strengthened. 

Rule 17g-5(a)(2) requires an NRSRO to establish, maintain and enforce written policies and 

procedures to address conflicts of interest. This includes conflicts of interest that involve 

persons within the NRSRO such as board members and conflicts that arise from providing 

ancillary services. Additionally, it includes conflicts referred to in Rule 17g-5(b)(4) and (5) 

relating to the payment for credit ratings by subscribers. Two of the larger NRSROs and one of 

the smaller NRSROs appeared to have weaknesses with respect to some of their policies and 

procedures for managing conflicts of interest involving certain board members in general or 

certain board members’ activities. One of the larger NRSROs appeared to lack specific policies 

and procedures to manage the potential conflicts of interest involving persons who pay for 

subscriptions to receive or access the credit ratings of the NRSRO. One of the smaller NRSROs 

did not appear to have policies and procedures to manage the subscriber-pay potential conflict of 

interest and did not disclose this conflict until recently. The Staff made various 

recommendations to these NRSROs which involved implementing or revising policies and 

procedures to address the potential conflicts of interest.

Rule 17g-5(c)(6) prohibits an NRSRO from issuing or maintaining a credit rating where the fee 

paid for the rating was negotiated, discussed, or arranged by a person within the NRSRO who 

has responsibility for participating in determining credit ratings, or for developing or approving 

procedures or methodologies used for determining credit ratings, including qualitative and 

quantitative models. One of the smaller NRSROs did not appear to have policies and procedures 
2012 Section 15E Examinations Summary Report – Page 18 of 26

governing the interaction between analytical staff and staff involved in fee discussions. The 

Staff recommended that the NRSRO enact policies and procedures governing the interaction 

between commercial and analytic staff regarding analytic product. 

NRSROs must disclose the conflicts of interest arising from providing ancillary services and 

must maintain written policies and procedures to manage any such conflicts. Ancillary services 

consist of any services that an NRSRO may provide that are not related to the credit rating 

services. One of the smaller NRSROs appeared to have insufficient policies and procedures to 

manage conflicts of interest associated with such ancillary services. The Staff recommended that 

the NRSRO enhance and adhere to its policies, procedures, and internal controls to effectively 

manage the conflicts of interest related to its proxy business and adequately disclose them in 

Exhibit 7 of Form NRSRO.

C. Review Area: Implementation of Ethics Policies

Each NRSRO has implemented written ethics policies and procedures, and the Staff reviewed 

those policies and procedures and their implementation as part of the 2012 examinations. Much 

of the content of these policies and procedures address other related mandatory review areas 

under Section 15E(p)(3)(B). As such, to the extent that the Staff made essential findings related 

to the other mandatory review areas, those findings are addressed in other sections of this Report.

The Staff’s essential findings regarding ethics policies and procedures are as follows:

1. The Staff found inconsistencies and weaknesses in the ethics policy of one 

of the smaller NRSROs. In addition this NRSRO’s adherence to the ethics 

policy was inadequate. 

One of the smaller NRSROs did not address the Staff’s recommendation from the 2011 

examination that it ensure its employees understand and comply with the NRSRO’s ethics 

policy. Although all of the NRSRO’s employees certified that they understood the ethics policy, 

it did not appear to the Staff that the employees understood the policy. Further, the NRSRO did 

not provide training to its employees on the policy. Also, the Staff is concerned that the ethics 

policy is unclear in some areas and lacks consistency with the NRSRO’s other policies and 

procedures and certain disclosures in the NRSRO’s 2012 Form NRSRO. For instance, certain 

conflict of interest policies are not consistently reflected in the NRSRO’s Code of Ethics.

The Staff recommended that the NRSRO ensures that its ethics policy, procedures, and Form 

NRSRO are consistent, that its personnel understand and comply with the ethics policy, and that 

it has sufficient resources to maintain adherence to the ethics policy.

D. Review Area: Internal Supervisory Controls

Section 15E(c)(3) requires that each NRSRO establish, maintain, enforce, and document an 

effective internal control structure governing the policies, procedures, and methodologies for 

determining credit ratings. The Staff reviewed each NRSRO’s overall control structure, 

including the internal control structure related to determining credit ratings. 
2012 Section 15E Examinations Summary Report – Page 19 of 26

Section 15E(g)(1) requires an NRSRO to establish, maintain, and enforce written policies and 

procedures reasonably designed to prevent the misuse of material, non-public information. Rule 

17g-4(a)(3) provides that the written policies and procedures an NRSRO must establish, 

maintain, and enforce pursuant to Section 15E(g)(1) must include policies and procedures 

reasonably designed to prevent the inappropriate dissemination of pending credit rating actions 

within and outside the NRSRO. 

The Staff’s essential findings regarding internal supervisory controls are as follows:

1. The internal supervisory controls of one of the larger NRSROs exhibited 

weaknesses with respect to the NRSRO’s information technology systems 

designed for the dissemination of credit ratings.

The Staff observed several instances where weaknesses in the information technology 

infrastructure and controls of one of the larger NRSROs may have contributed to errors in the 

dissemination of credit ratings and other related information. Such errors resulted in the release 

of material, non-public information, and market confusion. In response to the errors, the 

NRSRO retained the assistance of a consulting firm, which made a number of recommendations 

and established a new internal committee to provide oversight going forward. The Staff 

recommended that the NRSRO should continue to ensure that the new committee has adequate 

resources and managerial oversight to effectively fulfill its mission.

2. The supervisory controls governing one of the smaller NRSROs overall 

internal control structure for determining and maintaining ratings continue to be

weak.

The Staff found that one of the smaller NRSROs made minimal changes to its policies, 

procedures and internal controls during the Review Period although the Staff made numerous 

recommendations in the 2011 Examination regarding policies and procedures pursuant to Section 

15E(c)(3)(A). The Staff also found situations where the NRSRO was not following its written 

policies and procedures during the Review Period. The Staff had several concerns about the 

NRSRO’s policies and procedures. Some policies and procedures did not satisfy regulatory 

requirements. Some provisions continue to be in draft form since the 2011 examination. 

Employees of this smaller NRSRO appear to have different understandings of the policies and 

procedures, and no training for employees regarding the policies and procedures was provided.

The Staff made a number of recommendations to this NRSRO including a recommendation that 

the NRSRO conduct a comprehensive review of its written policies, procedures, and 

methodologies to ensure they meet statutory and rule requirements. The Staff also recommended 

that the NRSRO establish, maintain, enforce, and document an effective internal control 

structure in compliance with Section 15E(c)(3)(A) to ensure that it issues, maintains, and 

publishes ratings in compliance with its policies, procedures, and methodologies.

3. At three of the smaller NRSROs, there were flaws in the firm’s public 

disclosures.
2012 Section 15E Examinations Summary Report – Page 20 of 26

In two of the smaller NRSROs, the Staff found that the NRSROs made incorrect or incomplete 

submissions in their Form NRSRO filings. Also, in two of the smaller NRSROs, the Staff found 

that the NRSROs did not adequately distinguish between the activities of the registered NRSRO 

and non-NRSRO affiliate, or adequately distinguish its ratings of asset classes for which they do 

not have NRSRO registration.

The Staff made recommendations to these NRSROs regarding enhancements to their disclosures 

and internal controls.

4. Three of the smaller NRSROs experienced occasional delays in the release 

and dissemination of pending ratings. Another smaller NRSRO lacked 

procedures to monitor the timeliness of dissemination.

Three smaller NRSROs experienced some delays between the determination of the rating actions 

and the publication of ratings. One of these smaller NRSROs not only experienced delays in the 

publication and dissemination of ratings but in some cases failed to publish and disseminate 

rating actions after they were determined. Another one of the smaller NRSROs lacked

procedures to monitor the timeliness of rating action disseminations. 

The Staff made recommendations to each of these four NRSROs to ensure prompt release and 

dissemination of rating actions in accordance with their policies.

5. One of the larger NRSROs did not timely update certain dependent 

ratings27 when the related supporting rating changed.

One of the larger NRSROs had instances where certain dependent ratings were not updated on a

timely basis when the related supporting rating changed. The Staff recommended that this 

NRSRO enhance its internal controls to ensure that dependent ratings are updated on a timely 

basis.

6. One of the larger NRSROs lacks adequate controls and transparency with 

respect to its process for interpretations of criteria. 

The Staff noted that one of the larger NRSROs has not established written policies and 

procedures applicable to interpretations of criteria and has not publicly disclosed the distinction 

between an interpretation of criteria and a change in criteria. There appears to be a disagreement 

within the NRSRO as to the distinction between an interpretation of criteria and a change in 

criteria. The Staff recommended that the NRSRO establish written policies and procedures for 

interpretations of criteria, provide sufficient public disclosure with respect to the meaning of, and 

distinction between, an interpretation of criteria and a change in criteria, and conduct training on 

the policies, procedures and guidelines relating to interpretations of criteria.

 

27 A dependent rating is a rating that is derived from or dependent upon, for example, an outstanding rating of 

an issuer, an obligor other than the issuer, or a credit enhancement provider.
2012 Section 15E Examinations Summary Report – Page 21 of 26

7. The Staff identified other areas where the NRSROs’ internal supervisory 

controls could be strengthened.

In addition to the issues otherwise specifically discussed in this Report, the Staff generally noted 

some other areas where each of the NRSROs could strengthen its internal supervisory controls. 

For some NRSROs, the Staff made recommendations in areas concerning insufficient staff or 

resources for internal controls; a lack of oversight over the determination of ratings; inadequate 

internal supervisory controls policies and procedures; and flaws in the controls governing 

upcoming rating actions and other material non-public information.

The Staff made various recommendations to the NRSROs regarding improvements.

E. Review Area: Governance

The Staff’s 2012 examinations involved an analysis of the NRSROs’ compliance with Section 

15E(t), with particular focus on the oversight function performed by the NRSROs’ boards and 

governing committees. The Staff’s essential findings relating to the NRSROs’ compliance with 

the governance provisions of Section 15E(t) are as follows: 

1. The board of a larger NRSRO and a smaller NRSRO may not be actively 

exercising their oversight duties and neither NRSRO is maintaining sufficient 

records of board activity.

In the case of one larger NRSRO, although the board members appear to be generally involved 

in the oversight of the NRSRO, the Staff is concerned that the board members may not be 

actively engaged in advising NRSRO management on the issues relating to their required Section 

15E(t)(3) oversight duties. The Staff observed that the NRSRO’s records do not capture any 

recommendations made by the board to management. The Staff also learned that the board was 

briefed on the Staff’s 2011 examination findings, but was not given a copy of the exam letter 

until March 2012, in response to the Staff’s inquiry. Further, the Staff is concerned that the 

board may not have actively participated in the NRSRO management’s response to, and 

implementation of, the Staff’s 2011 examination findings and recommendations. The Staff 

recommended that the NRSRO ensure that its board members are actively exercising their 

Section 15E(t)(3) duties and that sufficient records of board activity are maintained. 

At one of the smaller NRSROs, the NRSRO board did not appear to be adequately informed 

about its oversight duties and the Staff did not receive any documentation from the NRSRO 

establishing its board or demonstrating that the directors performed the Section 15E(t)(3) 

oversight duties. The Staff recommended that the NRSRO inform its board of the statutory 

duties and maintain adequate documentation in connection with the performance of such duties. 

2. Certain of the policies and procedures, including the codes of conduct, of 

several NRSROs do not apply to all members of the boards of directors or 

governing committees.
2012 Section 15E Examinations Summary Report – Page 22 of 26

Certain policies and procedures or codes of conduct of two of the larger NRSROs and three of 

the smaller NRSROs do not apply to board or governing committee members who are not 

NRSRO employees. The Staff recommended that all five of the NRSROs make such policies 

and procedures, and codes of conduct, applicable to all members of the boards of directors and 

governing committees.

3. Oversight committee members of one of the smaller NRSROs serve dual 

roles.

An NRSRO’s board of directors or governing committee is required to oversee, among other 

things, the establishment, maintenance and enforcement of policies and procedures for 

determining credit ratings as required under Section 15E(t)(3)(A). The Staff found that certain 

members of the oversight committee of a smaller NRSRO also served as members of the rating 

committee and voted to take particular rating actions. The Staff is concerned that such dual 

roles may result in the members of the oversight committee reviewing actions they took as rating 

committee members, and may limit the objectivity and overall effectiveness of the oversight 

function for determining credit ratings. The Staff recommended that this smaller NRSRO 

consider the effect of having the oversight committee members serve in such dual roles.

4. The boards of two of the smaller NRSROs did not meet certain regulatory 

requirements of Section 15E(t).

The board of one of the smaller NRSROs did not meet Section 15E(t) requirements. The board 

did not have the number of independent directors required by the statute during the Review 

Period. Additionally, independent director compensation appears insufficient to compensate the 

directors for their time and attention to board activities. The Staff recommended that the 

NRSRO address these issues to ensure that its board is in compliance with requirements of 

Section 15E(t).

Section 15E(t)(2)(C) requires independent directors to have a pre-agreed fixed term not 

exceeding 5 years, which cannot be renewable. Two of the smaller NRSROs have not 

established a pre-agreed fixed term for independent directors. The Staff recommended that such 

term be established.

F. Review Area: DCO Activities

Section 15E(j) requires each NRSRO to designate an individual responsible for administering the 

policies and procedures established to prevent the misuse of material non-public information and 

manage conflicts of interest and for ensuring compliance with the securities laws. In addition, 

the DCO is prohibited from engaging in certain activities, including performing credit ratings or 

participating in the development of ratings methodologies or models. The DCO is responsible 

for establishing procedures for the receipt, retention, and treatment of complaints. The DCO

must be compensated in a manner not linked to financial performance of the NRSRO and that 

ensures the DCO’s independence. Further, the DCO must submit an annual report to the 

NRSRO on the compliance of the NRSRO with the securities laws and the NRSRO’s policies 

and procedures and the NRSRO must file the report with the Commission.
2012 Section 15E Examinations Summary Report – Page 23 of 26

The Staff considers the DCO role to be a critical element in helping to ensure an NRSRO’s 

compliance with securities laws. The Staff expects the DCO at each NRSRO to have sufficient 

resources, institutional support, and independence to effectively carry out the DCO’s statutory 

obligations. The Staff reviewed the role and activities of each NRSRO’s DCO. This review 

included interviews with each DCO.

The Staff’s essential findings regarding the DCOs are as follows:

1. At one of the larger NRSROs and one of the smaller NRSROs, the DCOs’ 

roles and responsibilities did not fully conform to the statutory requirements.

The Staff found that the DCO at one of the larger NRSROs appeared to have only a supporting 

role in carrying out the statutory duties enumerated in Section 15E(j). These statutory duties 

include administering the policies and procedures for the prevention of misuse of non-public 

information, the management of conflicts of interest, and for ensuring compliance with securities 

laws. They also include establishing procedures for the receipt, retention, and treatment of 

complaints. The Staff noted that some of these responsibilities fall under a Deputy Chief 

Compliance Officer who does not report to the NRSRO’s DCO, but instead reports to the Chief 

Compliance Officer of the parent company who is not bound by provisions of the statute.

In addition, the Staff observed that the former DCO of one of the smaller NRSROs did not 

adequately perform the duties required by Section 15E(j). The former DCO did not appear to 

have the necessary skills, autonomy, resources, or understanding of the statutory responsibilities. 

The Staff observed an overall lack of implementation of policies, procedures, and internal 

controls as well as a lack of oversight of compliance issues and training. In addition, the Staff is 

concerned that, given the organizational structure of the NRSRO, the DCO position may not 

have adequate independence and authority to fulfill the DCO responsibilities.

The Staff made recommendations to these NRSROs regarding improvements to their DCOs’ 

roles and responsibilities.

2. At one larger NRSRO and one smaller NRSRO, the DCOs’ annual reports 

need improvement.

The Staff is concerned that the DCO’s annual report to one of the larger NRSROs does not 

provide sufficient insight regarding the state of the NRSRO’s compliance with the securities 

laws and the NRSRO’s policies and procedures, such as compliance risks, known violations, 

potential compliances issues, and challenges faced by the NRSRO’s compliance department and 

appears to be limited to identifying only “material weaknesses,” as defined by the NRSRO.

One of the smaller NRSROs was one year late in filing its 2010 annual compliance report with 

the Commission. The Staff is concerned that the content of this NRSRO’s 2010 and 2011 annual 

reports does not meet the statutory requirements and that its 2011 annual report did not contain 

the required DCO certification. The Staff made various recommendations to these two NRSROs 

regarding implementing improvements to their DCOs’ annual reports.
2012 Section 15E Examinations Summary Report – Page 24 of 26

3. The DCO compensation policies at two of the smaller NRSROs could be 

improved.

One of the smaller NRSROs does not have a policy regarding the compensation of its DCO. The 

DCO compensation policy of one of the other smaller NRSROs does not state how the goal of 

ensuring the independence of the DCO’s judgment will be accomplished or how the variable 

component of the DCO’s compensation is determined.

The Staff made various recommendations to these two smaller NRSROs regarding implementing 

improvements to their DCO compensation policies.

4. The Staff identified some other concerns about the DCO’s activities at 

some of the NRSROs.

In addition to the issues otherwise specifically discussed in this Report, the Staff generally noted 

some other concerns about the DCO’s activities at other NRSROs. The Staff made 

recommendations to these NRSROs regarding improvements for the DCO’s access to the board 

and for the DCO to have documented plans for compliance reviews and staff training.

G. Review Area: Complaints

Section 15E(j)(3) states that an NRSRO’s DCO must establish procedures for the receipt, 

retention, and treatment of (i) complaints regarding credit ratings, models, methodologies, and 

compliance with the securities laws and the NRSRO’s policies and procedures developed under 

Section 15E; and (ii) confidential, anonymous complaints by employees or users of credit 

ratings. Rule 17g-2(b)(8) requires an NRSRO to retain any written complaints received from 

persons not associated with the NRSRO about the performance of a credit analyst in initiating, 

determining, maintaining, monitoring, changing, or withdrawing a credit rating. Rule 17g-2(c) 

requires that such communications be retained for a period of three years. Rule 17g-2(d) dictates 

the manner of retention and Rule 17g-2(e) governs the use of third party custodians for retention. 

The Staff reviewed each NRSRO’s policies and procedures for complaints and tested the policies 

and procedures. 

The Staff found that all the NRSROs have written policies and procedures generally to address 

these requirements, but some specific requirements were not covered. The Staff made 

recommendations to the NRSROs regarding the identified weaknesses. 

The Staff’s essential findings regarding complaints are as follows:

1. The complaints policies and procedures at one of the larger NRSROs and 

four of the smaller NRSROs do not fully address the requirements of Section 

15E(j)(3) and the rules thereunder.

Section 15E(j)(3)(A) requires the establishment of procedures for the receipt, retention, and 

treatment of complaints regarding credit ratings, models, methodologies, and compliance with 

the securities laws and the NRSRO’s policies and procedures developed under Section 15E. 
2012 Section 15E Examinations Summary Report – Page 25 of 26

Three of the smaller NRSROs’ policies did not fully address the handling of the required types of 

complaints. One of the larger NRSROs and one of the smaller NRSROs did not address the 

handling of complaints regarding the NRSRO’s policies and procedures developed under Section 

15E and the rules thereunder in their written policies and procedures. 

Section 15E(j)(3)(B) requires the establishment of procedures for the receipt, retention and 

treatment of confidential, anonymous complaints by employees or users of credit ratings. Two 

of the smaller NRSROs had not established procedures for the submission of confidential, 

anonymous complaints. One of the larger NRSROs did not mention the methods by which 

employees may submit complaints anonymously in its written policies and procedures. Two 

other smaller NRSROs did not provide sufficient or easily accessible information regarding how 

users of credit ratings may submit anonymous complaints. 

The Staff noted that the NRSROs have varying levels of specificity in their policies and 

procedures for the treatment of complaints. However, the Staff found that the policies of one of 

the smaller NRSROs simply state that complaints will be forwarded to the compliance 

department, with no further procedural guidance. Similarly, at another of the smaller NRSROs, 

there were also no written procedures after forwarding complaints to the compliance department 

and the forwarding requirement covered written complaints only, not verbal complaints which 

must also be addressed.

The Staff recommended that the respective NRSROs revise their policies and procedures 

addressing complaints and related procedures as required by Section 15E(j)(3).

2. Two of the larger NRSROs and one of the smaller NRSROs failed to 

follow their complaints policies and procedures in some instances. One smaller 

NRSRO reported not having received any complaints but it appears at least one 

complaint was received.

The Staff reviewed a sample of complaint files at each of the NRSROs, with the exception of

four of the smaller NRSROs that asserted they did not receive any complaints during the Review 

Period. The Staff found that there were compliance issues with internal complaints policies and 

procedures at two of the larger NRSROs and one of the smaller NRSROs. The Staff 

recommended that one larger NRSRO provide more training for its employees on complaints 

policies and procedures. For the other larger NRSRO, the Staff recommended that it ensure that 

the process outlined in its complaint policies and procedures is consistently followed. For the 

smaller NRSRO, the Staff recommended that it provide procedures for the confidential 

submission of complaints. One other smaller NRSRO stated it did not receive any complaints 

during the Review Period, and the Staff was concerned that it in fact did receive at least one 

complaint that was not properly identified as a complaint. The Staff recommended that this

smaller NRSRO establish procedures for the treatment of complaints that satisfy the 

requirements of the statute and rules.

3. The Staff identified other areas where the NRSROs’ complaints policies 

and procedures could be strengthened.
2012 Section 15E Examinations Summary Report – Page 26 of 26

In addition to the issues otherwise specifically discussed in this Report, the Staff generally noted 

some other areas where each of the NRSROs could strengthen its complaints policies and 

procedures. The Staff made various recommendations to the NRSROs regarding improvements.

H. Review Area: Post-Employment 

Section 15E(h)(4)(A) requires an NRSRO to establish, maintain, and enforce policies and 

procedures reasonably designed to ensure that the firm will review a former employee’s 

involvement in the determination of credit ratings for a person or an issuer, underwriter, or 

sponsor of a security or money market instrument if the former employee is now employed by 

such person or entity. The Staff reviewed each NRSRO’s “look-back” policies and procedures 

and tested those procedures.

The Staff found that all of the NRSROs had established written policies and procedures to 

address the look-back requirement. Below are the Staff’s essential findings regarding NRSRO 

look-back policies and procedures:

1. The Staff found weaknesses in one larger NRSRO’s and two smaller NRSROs’ 

implementation of look-back policies and procedures and related recordkeeping. 

At one of the larger NRSROs, many look-back reviews were not completed within the timeframe 

required by the NRSRO’s policies, and several look-back reviews conducted during the Review 

Period were incorrectly dated. Additionally, two smaller NRSROs made very limited efforts to 

identify the new employers of former employees.

2. The Staff found one smaller NRSRO’s look-back policies and procedures have 

not been implemented. 

One smaller NRSRO has policies and procedures that remain in draft form and have not been 

implemented. 

The Staff made recommendations to the NRSROs regarding the identified weaknesses.

VI. CONCLUSION

The Staff conducted the second of its annual Section 15E examinations of each of the credit 

rating agencies registered with the Commission as NRSROs. The Staff had many findings and 

observations and made corresponding recommendations to each NRSRO for improvements.