ICE Clear Europe Ltd Framework Arrangement among Crisis Management Group

Members (Arrangement) 

Background and Rationale for the Arrangement 

1 ICE Clear Europe Limited (ICE Ltd) is a recognised clearing house and recognised 

central counterparty for the purposes of Sections 285 and 290 of the Financial Services 

and Markets Act 2000 (FSMA) and the authorisation requirements under Article 17 of 

the European Markets Infrastructure Regulation (EMIR). 1 ICE Ltd is subject to regulatory 

regimes both in and outside of the UK and Europe based on its registration status in 

such other jurisdictions. 

2 The Financial Stability Board's (FSB) Key Attributes of Effective Resolution Regimes for 

Financiai Institutions and its annexes (Key Attributes), specifically Key Attribute 9 

(Institution-specific cross-border cooperation agreements) call for the establishment of 

Crisis Management Groups (CMGs), or other cooperative arrangements that achieve an 

equivalent outcome for financial market infrastructures (FMIs) that are systemically 

important in more than one jurisdiction. The Key Attributes provide that such CMGs may 

be based on cooperative arrangements maintained under Responsibility E of the 

Responsibilities of central banks, market regulators and other relevant authorities for 

FMIs (Responsibility E), contained in CPSS-IOSCO's Principles for Financial Market 

infrastructures (PFMI). This CMG is a distinct group from ICE Ltd's global supervisory 

college, which is governed by a separate agreement. 

Parties and Objectives of the Arrangement 

3 In accordance with the Key Attributes, the Bank of England, as the resolution authority 

for ICE Ltd, and the other CMG Members wish to establish a CMG. This document sets 

out how the CMG Members intend to cooperate, share information and coordinate, both 

during business as usual periods and in times of crisis with a view to facilitating the 

recovery or, as necessary, an orderly resolution of ICE Ltd. The objective of orderly 

resolution is to minimise the impact of the failure of ICE Ltd on financial stability and 

allow for the continuity of critical functions while minimising the use of public funds. 

4 The Parties to this Arrangement are the CMG Members and Observers set out in Annex 

2. The Bank of England may from time to time; 

a. invite additional regulatory authorities to join the CMG and become Parties to this 

Arrangement, as CMG Members or Observers (subject to paragraph 10 of this 

Arrangement); and/or 

b. remove CMG Members or Observers who no longer meet the conditions set out in 

Annex 2. 

5 The Bank of England may invite additional external entities to attend the CMG on a 

standing or ad hoc basis in accordance with Annex 2. 

6 Save as agreed on a case-by-case basis by the Bank of England, the CMG shall include 

only one representative from each of the Parties. 

E U Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central 

counterparties and trade repositories. 

1 
7 This Arrangement is not legally binding and not legally enforceable. Its provisions do not 

give rise to any legal claim on behalf of any Party or third parties. This Arrangement 

should be interpreted and implemented in a manner that is permitted by, and consistent 

with, the laws and requirements applicable to each Party. Nothing in this Arrangement 

affects the competence or the supervisory, resolution or regulatory authority of the 

Parties under their respective laws. 

8 The Parties may have existing bilateral arrangements (e.g., Memoranda of 

Understanding) or may execute bilateral arrangements in the future. This Arrangement 

is not intended to amend or supersede pre-existing arrangements or limit the terms of 

any future arrangements. 

9 The existence of this Arrangement may be publicly disclosed. A Party may publicly 

disclose an outline of the provisions of this Arrangement or all or portions of this 

Arrangement itself may also be publicly disclosed, to the extent it is required to do so by 

law, or to the extent such public disclosure is in the proper exercise of its functions, 

powers or obligations. If a Party discloses any part of this Arrangement, including Annex 

2 or the signing pages of other Parties, it will give prior notice to the Bank of England, 

which will inform the other Parties. 

10 This Arrangement will continue indefinitely subject to termination by mutual consent of 

the CMG Members in writing. Any modification to this Arrangement (including, without 

limitation, any changes to the Parties to this Arrangement) will be agreed to in writing by 

all Parties. 

11 For the avoidance of doubt, the confidentiality provisions set forth in Annex 1 

(Information Sharing Framework) will survive any termination of this Arrangement. 

General framework for cooperation 

12 The Parties acknowledge that the Key Attributes, PFMI, CPMi-IOSCO's Recovery of 

Financial Market Infrastructures (Recovery Guidance), the "FSB Guidance on Central 

Counterparty Resolution and Resolution Planning", and such other guidance as the 

CMG Members may agree, should guide their approach to crisis management, recovery 

and resolution for ICE Ltd, to the extent permitted by their respective laws. 

13 The Bank of England has established the CMG with the objective of enhancing 

preparedness for, and facilitating crisis management, recovery and resolution of ICE 

Ltd. This will be achieved through regular meetings and conference calls with Parties to 

discuss, inter alia, recovery and resolution information submissions by ICE Ltd, 

resolution planning options, informational requirements and enhancement of 

communication and cooperation. 

14 The CMG does not have legal personality, and understandings reached at the CMG will 

not be legally binding or enforceable. 

Roles of the Parties

15 The Bank of England will: 

i. Facilitate and chair meetings of the CMG, at a sufficiently senior level and on at least 

an annual basis. 

2 
ii. Discuss ICE Ltd's recovery plan (the Recovery Plan) in the CMG, taking into account 

the input of the other Parties, and in line with the PFMI and Recovery Guidance and 

such other guidance as the CMG Members may agree. 

iii. Assess through the CMG, taking into account the input of the other CMG Members, 

!CE Ltd's resolvability in line with FSB guidance in l-Annex 3 to the Key Attributes on 

Resolvability Assessments (the Resolvability Assessments) and such other guidance 

as the CMG Members may agree. This will identify potential actions that CMG 

Members or ICE Ltd may need to take to ensure the resolvability of ICE Ltd, in line 

with their respective laws and subsequent international guidance. 

iv. Create and ultimately maintain a detailed resolution plan for ICE Ltd (the Resolution 

Plan), which considers resolution of ICE Ltd as a whole or in part and the financial 

stability impact in other jurisdictions concerned. To the extent permitted by its laws, the 

Bank of England should share the Resolution Plan with the Parties and will coordinate 

through the CMG, on at least an annual basis, the preparation and maintenance of the 

Resolution Plan of ICE Ltd in line with FSB guidance. 

v. To the extent permitted by its laws, alert the other Parties without undue delay if ICE 

Ltd: encounters material financial or operational difficulties; takes recovery actions 

whether or not set out in its Recovery Plan; is likely to enter the Bank of England's 

resolution regime; or if significant supervisory action is going to be taken. 

vi. In the event that resolution should become necessary, work with the other CMG 

Members towards the coordinated orderly resolution of ICE Ltd. 

16 Each CMG Member (other than the Bank of England) will, as appropriate: 

i. Participate, at a sufficiently senior level, at meetings of the CMG. 

ii. Provide input to discussion in the CMG of ICE Ltd's Recovery Plan. 

iii. Provide input to the development and maintenance of the Resolution Plan for ICE Ltd. 

iv. Under its statutory and regulatory remit, coordinate with the other CMG Members the 

implementation of the actions set out in the Resolution Plan, and coordinate with 

domestic authorities not party to this Arrangement, to achieve greater resolvability of 

ICE Ltd. 

v. Subject to Annex 1, both during business as usual periods and in times of crisis, share 

information with other Parties as necessary to facilitate resolution planning with 

respect to ICE Ltd, and the development of the Resolution Plan. 

vi. In the event that resolution should become necessary, work with the CMG Members 

towards the coordinated orderly resolution of ICE Ltd. 

vii. In taking resolution actions, endeavour 

a. not to pre-empt resolution actions by the Bank of England, whilst reserving the 

right to act on its own initiative if necessary to achieve domestic financial stability 

and meet its own supervisory, recovery or resolution obligations under law iri the 

absence of effective action by the Bank of England; and 

b. to notify, to the extent permitted by its respective laws, all Parties (including the 

Bank of England) prior to taking any resolution actions. 

3 
17 The CMG Members may, through the CMG process, engage in periodic table top 

simulations or other scenario exercises in order to assess the Resolution Plan and to 

help facilitate resolution planning. 

18 Subject to their respective laws, the CMG Members will inform the other Parties of 

material changes to their crisis management or resolution frameworks through regular 

CMG meetings and teleconferences. 

19 The role of an Observer is to observe the work of the CMG and express views where 

appropriate. 

20 A Party may terminate its membership in the CMG and cease being a Party to this 

Arrangement by notifying the Bank of England in writing. 

Cooperation mechanism and cross-border resolution measures 

21 While it is recognised that each Party must operate within the framework of its own 

laws, each CMG Member will work with the other CMG Members, both during business 

as usual periods and in times of crisis, to identify and, to the extent possible, to address 

any legal and operational impediments to effective cross-border resolution of ICE Ltd 

under the existing legal and operational frameworks relating to crisis management, 

recovery and resolution in a cross-border context in such CMG Members'jurisdictions. 

22 Where CMG Members have material concerns regarding the Resolution Plan they 

should submit them in writing to the Bank of England, setting out proposed remedies. 

23 The Bank of England will organise the practical procedures for the meetings and 

activities of the CMG. The CMG Members should ensure that they provide sufficient 

human resources to take forward the actions determined at the CMG meetings, which 

will require close and continuous working-level cooperation. If decided by the Bank of 

England, in consultation with the CMG Members it may be appropriate for some tasks to 

be taken forward by the Bank of England through ICE Ltd's global supervisory college. 

24 The Parties will maintain up-to-date contact lists which should include contact details for 

key senior and working-level staff. The Parties intend to agree on multiple means of 

telecommunication (e.g., electronic correspondence, conference calls) to facilitate rapid 

and effective information sharing and communication among the Parties. The Bank of 

England will be responsible for setting up and keeping such arrangements up-to-date, 

and for providing the necessary infrastructure to facilitate communication (e.g. 

conference calling facilities). The Parties will develop a procedure for making the 

communications detailed in this Arrangement. 

25 The CMG Members should work together to identify critical systems and services 

located in and/or provided by ICE entities within their jurisdiction to ICE entities or third 

parties in the jurisdictions of CMG Members. The relevant CMG Members will 

endeavour to reach a mutual understanding that where critical systems and services are 

needed in a resolution scenario, the Resolution Plan should provide for the continuation 

of such systems and/or services to the extent permitted under their respective laws. 

26 In the event of a resolution, the Parties will maintain an open communication channel 

and coordinate with each other, to the extent permitted by their respective laws, to 

ensure consistency of external communications both leading up to, at the time of, and 

for whatever period of time is necessary following resolution. 

4 
Name: Andrew Gracie 

Position: Executive Director, Resolution 

Date: 
Bank Of England (Siipervisqry Authority far financial Market Infrpstructure) 

Name: David Bailey 

Position: Executive Director, Financial Market Infrastructure Division 

Date: 0 « ftfr* 2j& I % 
Prudential Regulation Authority 

Name: Sarah Breeden 

Position: Executive Director, Internationai Banks Supervision 

Date: 
Financial Conduct Authority 

Name: ^W^L^Tt 

Position: fAfSvfcs&W— 

Date: 
Autorite de Controle Prudentiel et de Resolution 

Name: OU (fig/? 3RUCOW 

Position: RKGLOTiO/U DIRECTOR 

Date: ^ ^ 2£>\g . 
Autortte des Marches Financiers 

J 

Name: * K o fen h Ohhil 

Position: n> • . * ' . 

Date: -^'"fc i P 
Autoriteit Financiele Markten 

Name: U l t 

Position: /^U . 6 c 

Date :

 £VC / toy 
Board of Governors of the Federal Reserve System 

Name: Matthew J. Eichner 

Position: Director, Division of Reserve Bank Operations and Payment Systems 

Date: November 29,2018 
Bundesanstalt fur Finanzdienstieistungsaufsicht 

Name: Svttl&ML Q)lmOl/a 

Position: \\taA ol QfyiOfbnttit 

Date: iiuim 
De Nederlandsche Bank 
Deutsche Bundesbank 

ame: Jochen M er 

Position: Director General Payments and Settlement Systems 

Date: 28.05.2018 
European Central Bank 

Positionrl>eT?ust^ n>i<L&J^cfe^ Q=M&®ALK 

Date: Mjor/io^r "$>G-R&[ 

/AI o*z (JLoA 

Eidgenossische Finanzmarktaufsicht FINMA (Switzerland) 

Name: David Wyss 

Position: Head Recovery and Resolution 

Date: 4}/Uj ipif 

Name: Rupert Schaefer 

Position; Head Strategic Sen/Ices 

Date: ^ ftoX 
U.S. Commodity Futures Trading Commission 

Name: A . ^S'e'O^-' 

Position: 3Ve .tW . V>^\^o l OU-*rt^r A ^ 

Date: */hh% s 
Annex A: Signature Page of the ICE Clear Europe Ltd Framework Arrangement among Crisis 

Management Group Members 

U.S. Securities and Exchange Commission 

Name: Jay Clayton 

Position: Chairman 

Date: <g-p0*f% 
European Securities and Markets Authority (Observer) 
ANNEX 1 - Information sharing framework 

1 To the extent permitted by their respective laws, the Parties may from time to time share 

confidential (i.e. non-public) proprietary or supervisory information, including but not 

limited to Resolvability Assessments, the Recovery Plan, the Resolution Plan and 

information regarding the members of ICE Ltd (Confidential Information) with each other. 

To the extent that any Party's authority permits the sharing of Confidential Information 

only upon request, any requests for Confidential Information to such Party will be made 

in writing, to the extent practicable in the situation. To the extent that such Confidential 

Information is received by the Parties, such Confidential Information should be used only 

for lawful purposes related to the Parties' financial stability, safety and soundness 

functions or other lawful or regulatory functions, including recovery and resolution 

planning and crisis management. In addition, to the extent permitted by its respective 

laws, each Party will hold confidential all such Confidential Information, and will not 

disclose any of it other than as necessary to carry out its lawful responsibilities and as 

consistent with the following limitations: 

i. Except as provided below in subparagraph (ii), before a Party discloses any 

Confidential Information obtained pursuant to this Arrangement to any person 

other than a Party, including another governmental entity that is not a signatory to 

this Arrangement, the Party seeking to disclose such Confidential Information will 

request and obtain prior written consent from the Party that produced or provided 

the Confidential information (the Producing Party). 

ii. In the event that a Party is required by statute or legal process, including a legally 

enforceable demand, to disclose Confidential Information, it will, to the extent 

permitted by its laws, inform the Producing Party about such possible onward 

sharing, in advance of sharing such Confidential Information. If that Producing 

Party does not consent to such disclosure, the Party will take reasonable steps, to 

the extent permitted by its laws, to resist disclosure, including by asserting all legal 

exemptions or privileges as may be available to challenge the requirement or 

demand to disclose Confidential Information. 

2 No privileges or confidentiality associated with information provided by any Party are 

intended to be waived as a result of sharing information as contemplated by this 

Arrangement. 

3 The provision of, or request for, information under this Arrangement may be denied on 

grounds of public interest or national security, or when disclosure would interfere with an 

ongoing investigation. 

4 It is recognised that information pertaining to the Recovery Plan and the Resolution Plan is 

commercially sensitive and confidential, and access by each Party should be restricted 

to those staff who have a genuine need for such access. Additionally, such data and 

information should be handled carefully and appropriately in the same manner applicable 

to similar information in each Party's respective jurisdiction. 

5 The Bank of England will be responsible for providing a secure means of exchanging 

Confidential Information (e.g., secure extranet website). 

6 The Bank of England will be responsible for coordinating with the other Parties in 

connection with the exchange of Confidential Information pursuant to this Arrangement 

for purposes of the CMG. 
7 The confidentiality provisions set forth in this Arrangement will continue to apply to all 

Confidential Information in the possession of any Party to this Arrangement even if such 

Party ceases to be a Party to this Arrangement, by way of termination or otherwise. 
ANNEX 2 - ICE Ltd Crisis Management Group membership 

The Bank of England, as Resolution Authority for ICE Ltd, has established the following 

principles regarding who should be a CMG Member: 

1. Home resolution authority of ICE Ltd. 

2. National competent authority (i.e. supervisor) of ICE Ltd. 

3. Supervisors and resolution authorities of the two to five largest clearing members by 

location and contributions to the default fund. 

4. Central banks of issue of the most material currencies, based upon products cleared 

by ICE Ltd. and cash collateral accepted by ICE Ltd. 

5. Supervisors and resolution authorities of material resolution entities (primarily CCPs, 

potentially other FMIs, and exchanges) in the same group 

6. If not already captured above, the relevant authorities located in jurisdictions where 

the Bank of England identifies a general need for that particular jurisdiction to be 

represented to facilitate the resolution of ICE Ltd. 

On the basis of these criteria, as at (date) the following authorities (CMG Members) were 

invited by the Bank of England to become a CMG Member, and as a result sent one 

representative per capacity for which they sit on the CMG: 

1. Bank of England 

2. Prudential Regulation Authority 

3. Financial Conduct Authority 

4. Autorite de Controle Prudentiel et de Resolution 

5. Autorite des Marches Financiers 

6. Autoriteit Financiele Markten 

7. Board of Governors of the Federal Reserve System2 

8. Bundesanstalt fur Finanzdienstleistungsaufsicht 

9. De Nederlandsche Bank 

10. Deutsche Bundesbank 

11. European Central Bank 

12. Federal Deposit Insurance Corporation 

13. Federal Reserve Bank of New York 

14. Eidgenossische Finanzmarktaufsicht FINMA (Switzerland) 

15. U.S. Commodity Futures Trading Commission 

16. U.S. Securities and Exchange Commission 

In addition, on (date) the European Securities and Markets Authority (ESMA) was invited by 

the Bank of England to become an Observer, and as a result ESMA sends a representative 

to observe the CMG. Collectively, the CMG Members and Observer named above constitute 

the Parties to this Arrangement. 

The Bank of England also has the discretion to invite additional external entities to attend 

CMG meetings on a standing or ad hoc basis, provided that the Bank of England provides 

written notice to the Parties to this Arrangement of the identity of such external entities at 

least 30 days in advance of the relevant meeting. Any external entities invited to CMG 

meetings must agree in writing, pursuant to a template agreed upon by all Parties, to abide 

by the confidentiality requirements set forth in Annex 1 before receiving Confidential 

Information. 

The Board of Governors of the Federal Reserve System is the signatory to this Arrangement on behalf of both the Board of Governors of 

the Federal Reserve System and the Federal Reserve Bank of New York.