# Commission Delegated Regulation (EU) No 150/2013Show full title

Commission Delegated Regulation (EU) No 150/2013 of 19 December 2012 supplementing Regulation (EU) No 648/2012 of the European            Parliament and of the Council on OTC derivatives, central counterparties and trade repositories with regard to regulatory            technical standards specifying the details of the application for registration as a trade repository (Text with EEA relevance)         

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U.K.

# Commission Delegated Regulation (EU) No 150/2013                     

# of 19 December 2012

# supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties                        and trade repositories with regard to regulatory technical standards specifying the details of the application for registration                        as a trade repository                     

# (Text with EEA relevance)

THE EUROPEAN COMMISSION,

Having regard to the Treaty on the Functioning of the European Union,

Having regard to the opinion of the European Central Bank(1),                        

Having regard to 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(2), and in particular Article 56(3) thereof,                        

Whereas:

(1)Rules should be laid down specifying the information to be provided to the European Securities and Markets Authority (ESMA)                              as part of an application for registration as a trade repository.

(2)Any person applying for registration as a trade repository should provide information on the structure of its internal controls                              and the independence of its governing bodies, in order to enable ESMA to assess whether the corporate governance structure                              ensures the independence of the trade repository and whether that structure and its reporting routines are adequate.

(3)ESMA, as established by Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing                              a European Supervisory Authority (European Securities and Markets Authority)(3), is responsible for the registration and supervision of trade repositories under Title VI of Regulation (EU) No 648/2012.                              For the purpose of enabling ESMA to assess the good repute, as well as the experience and skills of the prospective trade                              repository senior management, an applicant trade repository should provide the relevant information to perform such an assessment.

(4)The applicant trade repository should provide information to ESMA to demonstrate that it has the necessary financial resources                              at its disposal for the performance of its functions on an on-going basis and adequate business continuity arrangements.

(5)Although when a trade repository operates through branches, these are not separate legal persons, separate information on                              branches should be provided in order to enable ESMA to clearly identify the position of the branches in the organisational                              structure of the trade repository, assess the fitness for duty and appropriateness of the senior management of the branches,                              and evaluate whether the control mechanisms, compliance and other functions in place are considered to be robust and enough                              to identify, evaluate and manage the branches’ risks in an appropriate manner.

(6)It is important for an applicant to provide ESMA with information on ancillary services, or other business lines that the                              trade repository offers outside its core activity of derivatives reporting, particularly as regards its central core activity                              of regulatory reporting.

(7)In order for ESMA to assess the continuity and orderly function of an applicant trade repository’s technological systems,                              that applicant should provide ESMA with descriptions of those relevant technological systems and how they are managed. The                              applicant should also describe any outsourcing arrangements that are relevant for its services.

(8)The fees associated with the services provided by trade repositories are important information for enabling market participants                              to make an informed choice and should therefore form part of the application for registration as trade repository.

(9)Given that market participants and regulators rely on the data maintained by trade repositories, strict operational and record-keeping                              requirements should be clearly distinguishable in a trade repository’s application for registration.

(10)The risk management models associated with the services provided by a trade repository are a necessary item in its application                              for registration so as to enable market participants to make an informed choice.

(11)In order to secure full access to the trade repository, third party service providers are granted non-discriminatory access                              to information maintained by the trade repository, on the condition that the entity providing the data and the relevant counterparties                              have provided their consent. An applicant trade repository should therefore provide ESMA with information about its access                              policies and procedures.

(12)In order to carry out its authorisation duties effectively, ESMA should receive all information from trade repositories, related                              third parties and third parties to whom the trade repositories have outsourced operational functions and activities. Such                              information is necessary to assess or complete the assessment of the application for registration and the documentation therein.

(13)This Regulation is based on the draft regulatory technical standards submitted by ESMA to the Commission.

(14)In accordance with Article 10 of Regulation (EU) No 1095/2010, ESMA has conducted open public consultations on the draft regulatory                              technical standards, analysed the potential related costs and benefits and requested the opinion of the ESMA Securities and                              Markets Stakeholder Group established in accordance with Article 37 of that Regulation,

HAS ADOPTED THIS REGULATION:

## CHAPTER 1U.K.**REGISTRATION**

### *SECTION 1*U.K.***General***

#### Article 1U.K.Identification, legal status and class of derivatives

1.An application for registration as a trade repository shall identify the applicant and the activities it intends to carry                        out which require it to be registered as a trade repository.                  

2.The application for registration as a trade repository shall in particular contain the following information:                  

(a)the corporate name of the applicant and legal address within the Union;                  

(b)an excerpt from the relevant commercial or court register, or other forms of certified evidence of the place of incorporation                        and scope of business activity of the applicant, valid at the application date;                  

(c)information on the classes of derivatives for which the applicant wishes to be registered;                  

(d)the articles of incorporation and, where relevant, other statutory documentation stating that the applicant is to conduct                        trade repository services;                  

(e)the minutes from the meeting where the board approved the application;                  

(f)the name and contact details of the person(s) responsible for compliance, or any other staff involved in compliance assessments                        for the applicant;                  

(g)the programme of operations, including indications of the location of the main business activities;                  

(h)the identification of any subsidiaries and, where relevant, the group structure;                  

(i)any service, other than the trade repository function, that the applicant intends to provide;                  

(j)any information on any pending judicial, administrative, arbitration or any other litigation proceedings irrespective of their                        type, that the applicant may be party to, particularly as regards tax and insolvency matters and where significant financial                        or reputational costs may be incurred, or any non-pending proceedings, that may still have any material impact on trade repository                        costs.                  

3.Upon request by ESMA, the applicants shall also send to it additional information during the examination of the application                        for registration where such information is needed for the assessment of the applicants’ capacity to comply with the requirements                        set out in Articles 56 to 59 of Regulation (EU) No 648/2012 and for ESMA to duly interpret and analyse the documentation to                        be submitted or already submitted.                  

4.Where an applicant considers that a requirement of this Regulation is not applicable to it, it shall clearly indicate that                        requirement in its application and also provide an explanation why such requirement does not apply.                  

#### Article 2U.K.Policies and procedures

Where information regarding policies or procedures is to be provided, an applicant shall ensure that the policies or procedures                     contain or are accompanied by each of the following items:                  

an indication of the person responsible for the approval and maintenance of the policies and procedures;

a description of how compliance with the policies and procedures will be ensured and monitored, and the person responsible                              for compliance in that regard;                           

a description of the measures to adopt in the event of a breach of policies and procedures;

an indication of the procedure for reporting to ESMA any material breach of policies or procedures which may result in a breach                              of the conditions for initial registration.                           

### *SECTION 2*U.K.***Ownership***

#### Article 3U.K.Ownership of the trade repository

1.An application for registration as a trade repository shall contain:                  

(a)a list containing the name of each person or entity who directly or indirectly holds 5 % or more of the applicants capital                        or of its voting rights or whose holding makes it possible to exercise a significant influence over the applicants management;                  

(b)a list of any undertakings in which a person referred to in point (a) holds 5 % or more of the capital or voting rights or                        over whose management they exercise a significant influence.                  

2.Where the applicant has a parent undertaking, it shall:                  

(a)identify the legal address;                  

(b)indicate whether the parent undertaking is authorised or registered and subject to supervision, and when this is the case,                        state any reference number and the name of the responsible supervisory authority.                  

#### Article 4U.K.Ownership chart

1.An application for registration as a trade repository shall contain a chart showing the ownership links between the parent                        undertaking, subsidiaries and any other associated entities or branches.                  

2.The undertakings shown in the chart referred to in paragraph 1 shall be identified by their full name, legal status and legal                        address.                  

### *SECTION 3*U.K.***Organisational structure, governance and compliance***

#### Article 5U.K.Organisational chart

1.An application for registration as a trade repository shall contain the organisational chart detailing the organisational                        structure of the applicant, including that of any ancillary services.                  

2.That chart shall include information about the identity of the person responsible for each significant role, including senior                        management and persons who direct the activities of any branches.                  

#### Article 6U.K.Corporate governance

1.An application for registration as a trade repository shall contain information regarding the applicant’s internal corporate                        governance policies and the procedures and terms of reference which govern its senior management, including the board, its                        non-executive members and, where established, committees.                  

2.That information shall include a description of the selection process, appointment, performance evaluation and removal of                        senior management and members of the board.                  

3.Where the applicant adheres to a recognised corporate governance code of conduct, the application for registration as a trade                        repository shall identify the code and provide an explanation for any situations where the applicant deviates from the code.                  

#### Article 7U.K.Internal controls

1.An application for registration as a trade repository shall contain an overview of the internal controls of the applicant.                        This shall include information regarding its compliance function, review function, risk assessment, internal control mechanisms                        and arrangements of its internal audit function.                  

2.The overview shall include information on the following matters:                  

(a)the applicants’ internal control policies and procedures;                  

(b)the monitoring and evaluation of the adequacy and effectiveness of the applicant’s systems;                  

(c)the control and safeguard for the applicant’s information processing systems;                  

(d)the internal bodies in charge of the evaluation of the findings.                  

3.An application for registration as a trade repository shall contain the following information with respect to the applicant’s                        internal audit function:                  

(a)an explanation of how its internal audit methodology is developed and applied taking into account the nature of the applicant’s                        activities, complexities and risks;                  

(b)a work plan for three years following the date of application.                  

#### Article 8U.K.Regulatory compliance

An application for registration as a trade repository shall contain the following information regarding an applicant’s policies                     and procedures for ensuring compliance with Regulation (EU) No 648/2012:                  

a description of the roles of the persons responsible for compliance and of any other staff involved in the compliance assessments,                              including how the independence of the compliance function from the rest of the business will be ensured;                           

the internal policies and procedures designed to ensure that the applicant, including its managers and employees, comply with                              all the provisions of Regulation (EU) No 648/2012, including a description of the role of the board and senior management;                           

where available, the most recent internal report prepared by the persons responsible for compliance or any other staff involved                              in compliance assessments within the applicant.                           

#### Article 9U.K.Senior management and members of the board

1.An application for registration as a trade repository shall contain the following information in respect of each member of                        the senior management and each member of the board:                  

(a)a copy of the curriculum vitae in order to enable the assessment on the adequate experience and knowledge to adequately perform                        their responsibilities;                  

(b)details regarding any criminal convictions in connection with the provision of financial or data services or in relation to                        acts of fraud or embezzlement, notably via an official certificate if available within the relevant Member State;                  

(c)a self-declaration of good repute in relation to the provision of a financial or data service, where each member of the senior                        management and the board states whether they:                  

have been convicted of any criminal offence in connection with the provision of financial or data services or in relation                              to acts of fraud or embezzlement;                           

have been subject to an adverse decision in any proceedings of a disciplinary nature brought by a regulatory authority or                              government bodies or agencies or are the subject of any such proceedings which are not concluded;                           

have been subject to an adverse judicial finding in civil proceedings before a court in connection with the provision of financial                              or data services, or for impropriety or fraud in the management of a business;                           

have been part of the board or senior management of an undertaking whose registration or authorisation was withdrawn by a                              regulatory body;                           

have been refused the right to carry on activities which require registration or authorisation by a regulatory body;

have been part of the board or senior management of an undertaking which has gone into insolvency or liquidation while this                              person was connected to the undertaking or within a year of the person ceasing to be connected to the undertaking;                           

have been part of the board or senior management of an undertaking which was subject to an adverse decision or penalty by                              a regulatory body;                           

have been otherwise fined, suspended, disqualified, or been subject to any other sanction in relation to fraud, embezzlement                              or in connection with the provision of financial or data services, by a government, regulatory or professional body;                           

have been disqualified from acting as a director, disqualified from acting in any managerial capacity, dismissed from employment                              or other appointment in an undertaking as a consequence of misconduct or malpractice;                           

(d)a declaration of any potential conflicts of interests that the senior management and the members of the board may have in                        performing their duties and how these conflicts are managed.                  

2.Any information received by ESMA under paragraph 1 shall only be used for the purpose of registration and compliance at all                        times with the conditions for registration of the applicant trade repository.                  

### *SECTION 4*U.K.***Staffing and remuneration***

#### Article 10U.K.Staffing policies and procedures

An application for registration as a trade repository shall contain the following policies and procedures:

a copy of the remuneration policy for the senior management, board members and the staff employed in risk and control functions                              of the applicant;                           

a description of the measures put in place by the applicant to mitigate the risk of over-reliance on any individual employees.

#### Article 11U.K.Fitness and properness

An application for registration as a trade repository shall contain the following information about the applicant’s staff:

a general list of the staff employed including their role and qualifications per role;

a specific description of the information technology staff employed for providing the trade repository services including                              their role and qualifications of each individual;                           

a description of the roles and qualifications of each individual who is responsible for internal audit, internal controls,                              compliance, risk assessment and internal review;                           

the identification of the dedicated staff members and those members of the staff that are operating under an outsourcing arrangement;

details regarding the training and development relevant to the trade repository business, including any examination or other                              type of formal assessment required for staff regarding the conduct of trade repository activities.                           

### *SECTION 5*U.K.***Financial resources for the performance of the trade repository***

#### Article 12U.K.Financial reports and business plans

1.An application for registration as a trade repository shall contain the following financial and business information about                        the applicant:                  

(a)a complete set of financial statements, prepared in conformity with international standards adopted in accordance with Article                        3 of Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international                        accounting standards(4);                  

(b)where the financial statements of the applicant are subject to statutory audit within the meaning given in Article 2(1) of                        the Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts                        and consolidated accounts(5), the financial reports shall include the audit report on the annual and consolidated financial statements;                  

(c)if the applicant is audited, the name and the national registration number of the external auditor;                  

(d)a financial business plan contemplating different business scenarios for the trade repository services, over a minimum three                        years reference period.                  

2.Where historical financial information referred to in paragraph 1 is not available, an application for registration as a trade                        repository shall contain the following information about the applicant:                  

(a)the pro-forma statement demonstrating proper resources and expected business status in six months after registration is granted;                  

(b)an interim financial report where the financial statements are not yet available for the requested period of time;                  

(c)a statement of financial position, such as a balance sheet, income statement, changes in equity and of cash flows and notes                        comprising a summary of accounting policies and other explanatory notes.                  

3.An application for registration as a trade repository shall contain the audited annual financial statements of any parent                        undertaking for the three financial years preceding the date of the application.                  

4.An application for registration as a trade repository shall also contain the following financial information about the applicant:                  

(a)an indication of future plans for the establishment of subsidiaries and their location;                  

(b)a description of the business activities which the applicant plans to carry out, specifying the activities of any subsidiaries                        or branches.                  

### *SECTION 6*U.K.***Conflicts of interest***

#### Article 13U.K.Management of conflicts of interest

An application for registration as a trade repository shall contain the following information on the policies and procedures                     to manage conflicts of interest put in place by the applicant:                  

policies and procedures with respect to the identification, management and disclosure of conflicts of interest and a description                              of the process used to ensure that the relevant persons are aware of the policies and procedures;                           

any other measures and controls put in place to ensure the requirements referred to in point (a) on conflicts of interest                              management are met.                           

#### Article 14U.K.Confidentiality

1.An application for registration as a trade repository shall contain the internal policies and mechanisms preventing any use                        of information stored in the prospective trade repository:                  

(a)for illegitimate purposes;                  

(b)for disclosure of confidential information;                  

(c)not permitted for commercial use.                  

2.The latter shall include a description of the internal procedures on the staff permissions for using passwords to access the                        data, specifying the staff purpose, the scope of data being viewed and any restrictions on the use of data.                  

3.Applicants shall provide ESMA with information on the processes to keep a log identifying each staff member accessing the                        data, the time of access, the nature of data accessed and the purpose.                  

#### Article 15U.K.Inventory and mitigation of conflicts of interest

1.An application for registration as a trade repository shall contain an up-to-date inventory, at the time of the application,                        of existing material conflicts of interest in relation to any ancillary or other related services provided by the applicant                        and a description of how these are being managed.                  

2.Where an applicant is part of a group, the inventory shall include any material conflicts of interest arising from other undertakings                        within the group and how these conflicts are being managed.                  

### *SECTION 7*U.K.***Resources and procedures***

#### Article 16U.K.Information Technology resources and outsourcing

An application for registration as a trade repository shall contain a description of the following matters:

the systems and user facilities developed by the applicant in order to provide services to the clients, including a copy of                              any user manual and internal procedures;                           

the investment and renewal policies on information technology resources of the applicant;

outsourcing arrangements entered into by the applicant, together with the methods employed to monitor the service level of                              the outsourced functions and a copy of the contracts governing such arrangements.                           

#### Article 17U.K.Ancillary services

Where an applicant, an undertaking within its group, or an undertaking with which the applicant has a material agreement relating                     to trading or post-trading service offers, or plans to offer any ancillary services, its application for registration as a                     trade repository shall contain a description of:                  

the ancillary services that the applicant, or its parent group, performs and a description of any agreement that the trade                              repository may have with companies offering trading, post-trading, or other related services, as well as copies of such agreements;                           

the procedures and policies that will ensure the operational separation between the applicant’s trade repository services                              and other business lines, including in the case that a separate business line is run by the trade repository, a company belonging                              to its holding company, or any other company within which it has a material agreement in the context of the trading or post-trading                              chain or business line.                           

### *SECTION 8*U.K.***Access rules***

#### Article 18U.K.Transparency about access rules

An application for registration as a trade repository shall contain:

the access policies and procedures pursuant to which users access data in a trade repository including any process by which                              users may need to amend or modify registered contracts;                           

a copy of the terms and conditions which determine the user’s rights and obligations;

a description of the different categories of access available to users if more than one;

the access policies and procedures pursuant to which other services providers may have non-discriminatory access to information                              maintained by the trade repository where the relevant counterparties have provided their consent.                           

#### Article 19U.K.Transparency about compliance arrangements and accuracy of data

An application for registration as a trade repository shall contain the procedures put in place by the applicant in order                     to verify:                  

the compliance of the reporting counterparty or submitting entity with the reporting requirements;

the correctness of the information reported;

that data can be reconciled between trade repositories if counterparties report to different trade repositories.

#### Article 20U.K.Pricing policy transparency

An application for registration as a trade repository shall contain a description of the applicant’s:

pricing policy, including any existing discounts and rebates and conditions to benefit from such reductions;

fee structure for providing any ancillary services including the estimated cost of the trade repository services and ancillary                              services, along with the details of the methods used to account the separate cost that the applicant may incur when providing                              trade repository services and ancillary services;                           

methods used in order to make the information available for clients, notably reporting entities, and prospective clients,                              including a copy of the fee structure where trade repository services and ancillary services shall be unbundled.                           

### *SECTION 9*U.K.***Operational reliability***

#### Article 21U.K.Operational risk

An application for registration as a trade repository shall contain:

a detailed description of the resources available and procedures designed to identify and mitigate operational risk and any                              other material risk to which the applicant is exposed to, including a copy of any relevant manuals and internal procedures;                           

a description of the liquid net assets funded by equity to cover potential general business losses in order to continue providing                              services as a going concern, and an assessment of the sufficiency of its financial resources with the aim of covering the                              operational costs of a wind-down or reorganisation of the critical operations and services over at least a six month period;                           

the applicant’s business continuity plan and an indication of the policy for updating the plan. In particular, the plan shall                              include:                           

all business processes, escalation procedures and related systems which are critical to ensuring the services of the trade                                       repository applicant, including any relevant outsourced service and including the trade repository strategy, policy and objectives                                       towards the continuity of these processes;                                    

the arrangements in place with other financial market infrastructure providers including other trade repositories;

the arrangements to ensure a minimum service level of the critical functions and the expected timing of the completion of                                       the full recovery of those processes;                                    

the maximum acceptable recovery time for business processes and systems, having in mind the deadline for reporting to trade                                       repositories as provided for in Article 9 of Regulation (EU) No 648/2012 and the volume of data that the trade repository                                       needs to process within that daily period;                                    

the procedures to deal with incident logging and reviews;

testing programme and the results of any tests;

the number of alternative technical and operational sites available, their location, the resources when compared with the                                       main site and the business continuity procedures in place in the event that alternate sites need to be used;                                    

information on access to a secondary business site to allow staff to ensure continuity of the service if a main office location                                       is not available;                                    

a description of the arrangements for ensuring the applicant’s trade repository activities in case of disruption and the involvement                              of trade repository users and other third parties in them.                           

### *SECTION 10*U.K.***Recordkeeping***

#### Article 22U.K.Recordkeeping policy

1.An application for registration as a trade repository shall contain information about the receipt and administration of data,                        including any policies and procedures put in place by the applicant to ensure:                  

(a)a timely and accurate registration of the information reported;                  

(b)that the data is maintained both online and offline;                  

(c)that the data is adequately copied for business continuity purposes.                  

2.An application for registration as a trade repository shall contain a description of the recordkeeping systems, policies and                        procedures that are used in order to ensure that information is modified appropriately and that positions are calculated correctly                        in accordance with relevant legislative or regulatory requirements.                  

### *SECTION 11*U.K.***Data availability***

#### Article 23U.K.Data availability mechanisms

An application for registration as a trade repository shall contain a description of the resources, methods and channels that                     the applicant will use to facilitate access to the information in accordance with Article 81(1), (3) and (5) of Regulation                     (EU) No 648/2012 on transparency and data availability, together with:                  

a description of the resources, methods and channels that the trade repository will employ in order to facilitate the access                              to the data contained therein to the public in accordance with Article 81(1) of Regulation (EU) No 648/2012, and the frequency                              of updates, along with a copy of the specific manuals and internal policies;                           

a description of the resources, methods and facilities that the trade repository will employ in order to facilitate the access                              to its information to the relevant authorities in accordance with Article 81(3) of Regulation (EU) No 648/2012, the frequency                              of the update and the controls and verifications that the trade repository may establish for the access filtering process,                              along with a copy of the specific manuals and internal procedures;                           

a description of the resources, methods and channels that the trade repository will employ in order to facilitate the access                              to its information to counterparties to contracts in accordance with Article 80(5) of Regulation (EU) No 648/2012 and the                              frequency of updates, along with a copy of the specific manuals and internal policies.                           

#### Article 24U.K.Verification of the accuracy and completeness of the application

1.Any information submitted to ESMA during the registration process shall be accompanied by a letter signed by a member of the                        board of the trade repository and of the senior management, attesting that the submitted information is accurate and complete                        to the best of their knowledge, as of the date of that submission.                  

2.The information shall also be accompanied, where relevant, with the relevant corporate legal documentation certifying the                        accuracy of the data.                  

#### Article 25U.K.Entry into force

This Regulation shall enter into force on the twentieth day following that of its publication in the *Official Journal of the European Union*.                  

This Regulation shall be binding in its entirety and directly applicable in all Member States.

Done at Brussels, 19 December 2012.

*For the Commission*                            

*The President*                            

José Manuel Barroso                            

1

Not yet published in the Official Journal.

2

OJ L 201, 27.7.2012, p. 1.                           

3

OJ L 331, 15.12.2010, p. 84.                           

4

OJ L 243, 11.9.2002, p. 1.                           

5

OJ L 157, 9.6.2006, p. 87.