1

ICE Clear Europe Limited

Registered in England No.06219884

Registered office: Milton Gate, 60 Chiswell Street, London EC1Y 4SA

August 01, 2022

Mr. Christopher J. Kirkpatrick

Office of the Secretariat

Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, NW

Washington, DC 20581

Re: ICE Clear Europe Self-Certification Pursuant to Commission Rule 40.6 –

Outsourcing Policy

Dear Mr. Kirkpatrick:

ICE Clear Europe Limited (“ICE Clear Europe” or the “Clearing House”), a registered 

derivatives clearing organization under the Commodity Exchange Act, as amended (the 

“Act”), hereby submits to the Commodity Futures Trading Commission (the 

“Commission”), pursuant to Commission Rule 40.6 for self-certification, amendments 

to its Outsourcing Policy (the “Outsourcing Policy” or “Policy”)1 discussed herein. The 

amendments will become effective on the first business day following the tenth business 

day after submission, or such later date as ICE Clear Europe may determine. 

Concise Explanation and Analysis

ICE Clear Europe is submitting its Outsourcing Policy which describes, in a 

consolidated document, the Clearing House’s procedures for management of its 

outsourcing arrangements. The Outsourcing Policy complements the existing ICE 

Clear Europe Vendor Management Policy (“VMP”), which describes certain groupwide policies of the Clearing House’s ultimate parent, Intercontinental Exchange, Inc., 

with respect to its outsourcing arrangements with third parties. The Outsourcing Policy 

also references ICE Clear Europe’s Outsourcing Operating Manual (“OOM”), which 

1 Capitalized terms used but not defined herein have the meanings specified in the ICE Clear Europe 

Clearing Rules.
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ICE Clear Europe Limited

Registered in England No.06219884

Registered office: Milton Gate, 60 Chiswell Street, London EC1Y 4SA

sets out additional details concerning the steps it follows in order to introduce, amend 

and/or maintain outsourcing arrangements. 

The purpose of the Outsourcing Policy is to set out, in a consolidated document, how 

the Clearing House manages its outsourcing arrangements, both with third party 

providers and its affiliates, and how the Clearing House’s Board maintains oversight of 

the outsourcing arrangements. Together with the VMP, the Outsourcing Policy is 

intended to document how the Clearing House assesses the risks of outsourcing certain 

functions. The Policy is not expected to represent a change in the Clearing House’s 

current practices, but rather to more clearly document those practices in a Clearing 

House level policy.

The Outsourcing Policy includes an introductory section which describes the 

differences between outsourcing and purchasing services, the former being the Clearing 

House’s use of a service provider to perform an ongoing activity that is usually 

performed by the Clearing House and which often involves transferring or sharing 

related non-public proprietary information, and the latter being the Clearing House’s 

purchases of services, goods and facilities and which typically does not include any 

transfer of non-public proprietary information. 

The Outsourcing Policy also differentiates the Clearing House’s outsourcing practices 

and purchasing arrangements in respect of third-party providers, which are managed 

through the VMP, from outsourcing through its affiliates, which typically have a lower 

risk profile for the Clearing House because such affiliates tend to be regulated entities 

with the same or similar systems, risk appetites, standards and processes, among other 

commonalities, as the Clearing House. 

The Policy sets out the Clearing House’s overall objectives when considering 

outsourcing. 

The Policy includes a discussion of outsourcing to third parties and outsourcing to the 

Clearing House’s affiliates. As mentioned, outsourcing to third parties is covered under 

the VMP, which covers due diligence, risk assessment, suitability, and performance 

management, among other topics. Outsourcing to affiliates of the Clearing House 

follows the same process and standards as under the VMP; however, assessment will

be performed by ICE Clear Europe’s senior management rather than the Clearing 

House’s Vendor Management Office. In all cases, the Clearing House looks to ensure 

that all service provider related incidents (such as service interruptions) are recorded 

and monitored and escalated to the Clearing House’s senior management in a consistent 

manner. 

The Policy provides that the Clearing House will consider in its assessment of service 

providers that there can be lower risk in outsourcing functions to third parties that are 

also regulated or authorized. The Clearing House will consider in its assessment of a 

service provider how the service provider’s jurisdiction impacts the risks associated 

with outsourcing functions to that service providers.

ICE Clear Europe is including in the Policy that it looks to manage any potential or 

actual conflicts of interest resulting from its outsourcing arrangements, particularly in 

respect of outsourcing arrangements it has with its affiliates. 
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ICE Clear Europe Limited

Registered in England No.06219884

Registered office: Milton Gate, 60 Chiswell Street, London EC1Y 4SA

Additionally, ICE Clear Europe is including in the Policy that it looks to reserve 

independent audit rights to check compliance with legal and regulatory requirements 

and policies in its outsourcing agreements with third party and affiliate service 

providers, as required.

The Policy also includes information about ICE Clear Europe’s cloud-based 

outsourcing arrangements. Outsourcing to the cloud is generally covered under the 

existing VMP. Relevant ICE Clear Europe and ICE Group policies, such as the 

Corporate Information Security Policy will also be considered when engaging in cloud 

outsourcing arrangements. Adding a new or significantly change an existing cloud 

outsource arrangement will be covered under the OOM.

The Policy includes a section describing the Clearing House’s considerations when 

deciding whether to outsource a function considered “critical or important”. A function 

is considered by the Clearing House to be “critical or important” where a defect or 

failure in its performance would materially impair the Clearing House’s continuing 

compliance with the conditions and obligations or its authorizations or other 

obligations, financial performance or the soundness or continuity of its services and 

activities. 

The Policy includes an acknowledgment by the Clearing House that outsourcing 

“critical or important” functions could impact the Clearing House’s risk profile, ability 

to oversee the service provider and manage risks, business continuity measures and 

performance of its business activities, to name a few. Such matters would be considered 

in the decision-making processes in respect of outsourcing. Additionally, “critical or 

important” functions will impact how the Clearing House will assess how an 

outsourcing arrangement is assessed, documented and managed by the Clearing House 

(including by having an exit plan, if practical). Also, if a function to be outsourced is 

or will be a dependency to the delivery of one or more of the Clearing House’s 

important business services under its operational resilience framework, such function 

will be mapped accordingly with appropriate consideration given to potential 

vulnerabilities, resiliency and impact to the relevant impact tolerances. 

The Policy includes a discussion of additional considerations of particular importance 

to the Clearing House in light of its position as a systemically important financial 

market infrastructure and in alignment with its regulatory oversight. The Clearing 

House places particular importance on the following additional considerations when 

considering its outsourcing arrangements, each described in further detail in the Policy: 

(i) business continuity arrangements, (ii) incident management responsiveness and 

reporting, (iii) independent assurances, and (iv) redundancies, notice periods and exit 

strategies. Regarding business continuity arrangements, during the onboarding process 

and through periodic reviews and testing the Clearing House will assess the service 

provider’s business continuity plans to ensure that they are fit for the relevant purposes. 

Next, the Policy states that incident management and responsiveness and timely 

reporting are important factors in the Clearing House’s outsourcing arrangements, 

given the services that the Clearing House operates. Accordingly, the Clearing House 

will require that outsourcing providers have appropriate mechanisms for timely 

response and incident management. Regarding independent assurances, the Clearing 

House will, where possible and practicable, look to collect independent assurances of 
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ICE Clear Europe Limited

Registered in England No.06219884

Registered office: Milton Gate, 60 Chiswell Street, London EC1Y 4SA

the outsourcing providers’ services, which may include but are not limited to SOC2 

audits, Regulation SCI audits and enterprise technology risk assessments. Finally, 

where possible and practicable, the Clearing House will look to mitigate the risk of 

disruption to its services from outsourcing providers ceasing to provide their services 

to the Clearing Houses, through redundancies (the use of multiple providers), sufficient 

notice periods, or exit strategies. 

The Policy also includes a section describing ICE Clear Europe’s Board oversight of 

outsourcing arrangements. The Board oversees the Clearing House’s outsourcing 

arrangement through risk appetite metrics that include service and incident reporting, 

operational risk reporting that covers typically Priority 3 incidents or higher, observed 

in the relevant period, their resolution and other performance metrics, and an Annual 

Outsourcing Assessment Report. 

The COO or its delegate will prepare the Annual Outsourcing Assessment Report, 

which will be reviewed by the Board each year directly or via its committees. The 

Annual Outsourcing Assessment Report will cover the following topics: (i) the 

activities and services that are outsourced, (ii) the identities of the outsource providers 

(iii) the performance of the outsourcing providers and their adherence to agreed service 

levels, (iv) where relevant, the security measures of the outsourcing providers, (v) risk 

reviews of the outsourcing providers, particularly those providing critical or important 

cloud outsourcing arrangements, (vi) exit strategies and contingency arrangements 

associated with outsourcing critical or important functions and (vii) results and 

conclusions of additional assurance mechanisms (for example, SOC2 audits) where 

applicable. 

Finally, the Policy describes governance and exception handling. The document owner 

will be responsible for ensuring that it remains up-to-date and reviewed in accordance 

with the Clearing House’s governance processes. Exceptions to the Policy will also be 

approved in accordance with such governance processes. Any deviations from the 

Policy will have to be appropriately escalated and reported in a timely manner by the 

document owner, and the document owner will also be responsible for reporting any 

material breaches or deviations to the President of ICE Clear Europe and the Risk 

Oversight Department in order to determine the appropriate governance escalation and 

notification requirements. 

Compliance with the Act and CFTC Regulations

The amendments to the Delivery Procedures are potentially relevant to the following 

core principles: (D) Risk Management and (O) Governance, and the applicable 

regulations of the Commission thereunder. 

• Risk Management. The Outsourcing Policy is intended to document the 

Clearing House’s practices that relate to management of the Clearing House’s 

outsourcing functions. The Policy would, among other matters, document the 

objectives of the Clearing House in outsourcing responsibilities to various 

third parties (including affiliates) and managing related risks, including 

conflict of interest risks and legal and regulatory requirements. The Policy 

would also set out in detail certain key considerations of the Clearing House in 
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ICE Clear Europe Limited

Registered in England No.06219884

Registered office: Milton Gate, 60 Chiswell Street, London EC1Y 4SA

outsourcing “critical or important” functions. In ICE Clear Europe’s view, as 

set out above, the Policy facilitates overall risk management with respect to 

outsourcing. As such, ICE Clear Europe believes the amendments are 

consistent with the requirements of Core Principle D and Commission Rule 

39.13.

• Governance. As discussed above, the Outsourcing Policy clarifies certain 

responsibilities of the Clearing House Board and COO in relation to oversight 

of the Clearing House’s outsourcing arrangements. In line with the Clearing 

House’s other policies and procedures, the Policy also describes the 

responsibilities of the document owner and appropriate escalation and 

notification requirements for responding to exceptions and deviations from the 

Policy. In ICE Clear Europe’s view, the amendments are therefore consistent 

with the requirements of Core Principle O and CFTC Rule 39.24.

As set forth herein, the amendments consist of the adoption of the Outsourcing Policy. 

ICE Clear Europe has requested confidential treatment with respect to the amendments, 

which have been submitted concurrently with this self-certification submission. 

ICE Clear Europe hereby certifies that the amendments comply with the Act and the 

Commission’s regulations thereunder. 

ICE Clear Europe received no substantive opposing views in relation to the 

amendments. 

ICE Clear Europe has posted a notice of pending certification and a copy of this 

submission on its website concurrent with the filing of this submission. 

If you or your staff should have any questions or comments or require further 

information regarding this submission, please do not hesitate to contact the undersigned 

at George.milton@theice.com or +44 20 7429 4564. 

Very truly yours,

George Milton

Head of Regulation & Compliance