Commission Recommendation of 11 October 2007 on the electronic network of officially appointed mechanisms for the central storage of regulated information referred to in Directive 2004/109/EC of the European Parliament and of the Council (notified under document number C(2007) 4607) (Text with EEA relevance)
Date: 2007-10-11
Institutions: European Commission
Subjects: access to information, consumer information, database, dissemination of information, information storage, official market, securities

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Official Journal of the European Union

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(Acts adopted under the EC Treaty/Euratom Treaty whose publication is not obligatory)

II

RECOMMENDATIONS

COMMISSION RECOMMENDATION

of 11 October 2007

on the electronic network of officially appointed mechanisms for the central storage of regulated
information referred to in Directive 2004/109/EC of the European Parliament and of the Council

(notified under document number C(2007) 4607)

(Text with EEA relevance)

(2007/657/EC)

THE COMMISSION OF THE EUROPEAN COMMUNITIES,

establishing the European
Having regard to the Treaty
Community, and in particular second indent of Article 211
thereof,

Whereas:

(1)

(2)

Directive 2004/109/EC of the European Parliament and
of the Council of 15 December 2004 on the harmoni-
sation of transparency requirements in relation to infor-
mation about issuers whose securities are admitted to
trading on a regulated market and amending Directive
2001/34/EC (1) requires that the access for investors to
information about
is more organised at a
Community level in order to actively promote the inte-
gration of European capital markets.

issuers

dealing

Directive 2004/109/EC obliges the competent authorities
of the Member States to draw up guidelines with a view
to further facilitate public access to information to be
the European
disclosed under Directive 2003/6/EC of
Parliament and of the Council of 28 January 2003 on
and market manipulation (market
insider
abuse) (2), Directive 2003/71/EC of
European
Parliament and of the Council of 4 November 2003
on the prospectus to be published when securities are
offered tot he public or admitted to trading and
amending
and Directive
2004/109/EC of
the
Council and to create a single electronic network (here-
inafter ‘the electronic network’) or a platform of elec-

the European Parliament and of

2001/34/EC (3)

directive

the

(1) OJ L 390, 31.12.2004, p. 38.
(2) OJ L 96, 12.4.2003, p. 16.
(3) OJ L 345, 31.12.2003, p. 64.

(3)

(4)

(5)

across Member States

linking the
tronic networks
different mechanisms appointed at national
for
level
the storage of such information (hereinafter ‘the storage
mechanisms’).

by

established

Commission

The competent authorities of the Member States adopted,
within Committee of European Securities Regulators
Decision
(CESR)
2001/527/EC (4), an opinion to the Commission on 30
June 2006, in which they expressed a preference for a
simple electronic network mode linking the storage
mechanisms. Such network could be accessed via a
common interface which would contain a list of all
listed companies in the Community and would redirect
the user to the site of the relevant storage mechanism.
The relevant data would thus remain stored at national
level without any need to establish a common infra-
information
structure
contained at national level and incurring excessive addi-
tional costs.

replicating

relevant

the

all

It is appropriate to provide at this stage for voluntary
standards giving the necessary flexibility to the storage
mechanisms to adapt themselves to the functioning of
the electronic network.

electronically

to each other,

It is desirable that the storage mechanisms are able to
interconnect
so that
investors and interested parties can easily accede to
financial
in the
information on listed companies
to provide for a rapid estab-
Community.
lishment of such an electronic network,
it should be
based on simple conditions such as those suggested by
the competent authorities of
the Member States. A
simple network should also allow for the provision of
added value services to investors.

In order

(4) OJ L 191, 13.7.2001, p. 43.

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(6)

(7)

(8)

(9)

For the purposes of facilitating the access of investors to
financial
storage
information on listed companies,
mechanisms should be invited to integrate, wherever
possible,
information disclosed by
in accordance with other Community or
issuers
national acts.

related financial

In order to enable effective launching of the electronic
network, the competent authorities of the Member States,
within CESR and in close association with the storage
mechanisms, should be invited to prepare a network
governance agreement containing the essential conditions
for the creation, functioning and funding of the elec-
tronic network and notably the appointment of a body
that should be charged with the daily management of the
network.

(11)

the

registries

company

covered by

electronic network which is being developed by the
national
First
Council Directive 68/151/EEC of 9 March 1968 on coor-
dination of safeguards which, for the protection of the
interests of members and others, are required by Member
States of companies within the meaning of the second
paragraph of Article 58 of the Treaty, with a view to
making such safeguards
the
Community (1).

throughout

equivalent

In order to allow the Commission to monitor closely the
situation and to assess the need for further measures,
implementing
including
measures in accordance with Article 22(2) of Directive
2004/109/EC, the Member States should be invited to
provide the Commission with the relevant information,

possibility

adopt

the

to

It is important that the storage mechanisms remain free
to decide on their own pricing policy so as to secure
their own financial viability. At
they
should not discriminate in their pricing policy between
the users of electronic network and the users who have
access to the storage mechanism at national level.

the same time,

HEREBY RECOMMENDS:

CHAPTER I

SUBJECT MATTER

It

is

that

important

regulated information at

the national
sufficient

For the proper functioning of the electronic network, and
in order to make sure that comparable services are
offered to the users of
that network within the
Community, minimum quality standards for the storage
level are
of
necessary.
security as
regards the communication, storage and access to data
is guaranteed by the storage mechanisms. It is equally
important to establish systems providing for certainty
as to the source and the content of the information
filed with the storage mechanisms. In order to facilitate
and time
the
stamping and further processing of
information filed,
storage mechanisms should consider imposing the use
of appropriate formats and templates. Additionally,
in
order to facilitate the access to the information stored
by end users, appropriate searching facilities and service
support
the purposes of
coherence of the system, the standards should be, to
the extent possible, identical for the storage mechanisms
participating in the network and for the body designed to
manage the network platform on a daily basis.

electronic docketing, date

should be provided. For

automatic

(10) A gradual approach appears necessary in order to ensure
that the electronic network of storage mechanisms will
be able to meet the expectations of issuers and investors
in the long term, notably the possibility of a virtual one-
information disclosed
stop-shop for accessing financial
by listed companies. Therefore,
is appropriate to
it
provide for an examination of possible solutions to
enhance this network in the future. In order to ensure
coherence with the initial establishment of the network,
such examination should
the
competent authorities of the Member States within the
CESR. This work should at least include an examination
of the possibility to link this electronic network with the

undertaken by

be

1.

The objective of this Recommendation is to encourage
the Member States to ensure that the necessary steps are
taken in order to effectively interconnect the officially
appointed mechanisms
storage of
for
regulated information, as referred to in Article 21(2) of
storage
Directive
mechanisms’), in a single electronic network within the
Community, as referred to in point (b) of second sub-
paragraph of Article 22(1) of that Directive (hereinafter
‘the electronic network’).

2004/109/EC

(hereinafter

central

‘the

the

CHAPTER II

THE ELECTRONIC NETWORK

2.

The agreement on governance of the electronic network

2.1. Member States should facilitate the establishment and
the electronic network in its initial
development of
stage by mandating the competent authorities referred
to in Article 24 of Directive 2004/109/EC to prepare
within the Committee of European Securities Regulators
(CESR)
an
agreement on the governance of the electronic network
‘the governance agreement’). The storage
(hereinafter
mechanisms
to the
preparation of that agreement.

by Decision 2001/527/EC,

should be

established

associated

closely

Member States should designate the entity empowered to
conclude this agreement. In doing so, they should take
the storage
the respective powers of
into account
mechanisms, the competent authorities or other appro-
priate entity.

(1) OJ L 65, 14.3.1968, p. 8. Directive as last amended by Directive

2006/99/EC (OJ L 363, 20.12.2006, p. 137).

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2.2.

The governance agreement should address at least the
following issues:

(a)

the creation of a network platform;

(b) the conditions to join the electronic network;

(c)

the
consequences of non-compliance with the
conditions of participation and how to enforce
these conditions;

(d) the appointment of a body that manages the network
platform on a daily basis and the main conditions
applicable to this management;

(e)

the mechanism to decide on the upgrades of the
electronic network, which should take into account,
where appropriate,
the views of all stakeholders,
including end users;

(f)

the funding conditions;

(g) the dispute resolution system;

(h) the mechanism for the modification of the agreement

itself.

4.

4.1.

4.2.

(c) an interface language directory available to end users
at the single access point with the communication
languages
storage
mechanisms participating in the electronic network;

nationally

accepted

the

by

(d) access to all documents available nationally in the
storage mechanisms participating in the electronic
including, when available,
information
network,
to Directive
disclosed
issuers
by
2003/06/EC, Directive
other
Community acts or national law;

pursuant
2003/71/EC and

(e)

the possibility of the further use of data accessible
through the electronic network, where possible.

Pricing of access to the information contained in the
electronic network

Storage mechanisms should be free to establish their own
pricing policy. However, they should not discriminate in
their pricing policy between end users accessing to their
information directly through their respective national
access point and those accessing indirectly through the
single access point provided by the electronic network.

Storage mechanisms should consider granting free of
charge access
in
relation to the regulated information, at least during a
certain period following its filing by the issuer.

interested parties

to investors or

2.3. Member States should take appropriate measures to
ensure that the storage mechanisms comply with the
governance agreement.

4.3.

Points 4.1 and 4.2 do not concern the provision of
added value services by the storage mechanisms or by
any third party using the information accessible through
the electronic network.

3.

The conditions as regards technical interoperability of the
electronic network

The electronic network, established under the governance
agreement, should, at least, contain the following func-
tionalities:

(a) a central application server and a central database
containing a list of all
issuers with a common
interface and allowing, for each issuer, to link the
end user to the storage mechanism which holds
regulated information relating to that issuer;

5.

CHAPTER III

THE MINIMUM QUALITY STANDARDS

Section 1

General

States

should

Member
ensure
mechanisms participating in the
comply with standards
standards laid down in this chapter.

equivalent

the

that
storage
electronic network
to the model

(b) a single access point for end users, which could be
either achieved at a central point or at each storage
mechanism individually;

The Member States should also ensure that the body
referred to in point 2.2(d) appointed pursuant to the
governance agreement complies with the standards laid
down in Sections 2 and 3.

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6.

Member States should ensure that the same standards
applying to issuers as defined in point 1(d) of Article 2
of Directive 2004/109/EC apply also to persons who
have applied for admission to trading on a regulated
market without the issuer's consent, as referred to in
Article 21(1) of that Directive.

9.

9.1.

Validation

The storage mechanism should be able to validate the
information filed, meaning that the mechanism should
enable an automatic inspection of the filed documents
for technical adherence to standards required, comple-
teness and accuracy of their formats.

Section 2

Security

7.

7.1.

Security of communication

The storage mechanism should have in place sound
security mechanisms designed to ensure the security of
the means of communication used to link the issuer with
the mechanism, and to provide certainty as to the source
of the information being filed.

7.2.

The storage mechanism should be, for security reasons,
entitled to limit the means of communication to be used
but it should be able, at least, to receive electronic filings
through a system accessible to the issuer.

9.2.

The storage mechanism should have systems in place to
detect interruptions of the electronic feed and to request
the re-transmission of any data that it fails to receive
from the sender.

10.

Reliable access to services

10.1. The storage mechanism should have security systems in
place so as to ensure that its services can be accessed by
issuers and end users, without disruption, 24 hours a day
and seven days a week.

In any event, the types of means of communication to be
used should be easily accessible, commonly used and
widely available at a low cost.

Each storage mechanism should
its own
requirements, based on the characteristics of its systems
and the particular conditions in which it operates.

define

8.

8.1.

Integrity of stored regulated information

The storage mechanism should store the information in a
secure electronic format and should have in place appro-
priate security mechanisms designed to minimise the
risks of data corruption and unauthorised access.

The capacity of the systems, namely, the capacity of its
servers and the bandwidth available, should be sufficient
to support the expected requests from issuers, as regards
filing of information, and end users, as regards access to
stored information.

8.2.

The storage mechanism should ensure that the regulated
information it holds as received from the issuer
is
complete and that the content of the regulated infor-
mation is not editable while stored.

In case that the storage mechanism accepts the filing of
information using means of communication other than
electronic, the storage mechanism should ensure, when
converting the documents into electronic documents,
that
the information is complete and
unedited as originally sent by the issuer the information.

the content of

8.3.

Information that has been sent to the storage mechanism
and displayed should not be taken out of the storage
mechanism.
If an addition or correction is necessary,
then the correcting or additional piece of information
should identify the item it modifies and should be iden-
tified as a correction or addendum.

10.2. The storage mechanism should be entitled to prevent
access to its systems for brief periods when necessary
in order to perform essential maintenance or in order
to upgrade its services. Where possible,
such inter-
ruptions should be announced in advance.

11.

Acceptance of waivers and recovery

issues of

The storage mechanism should have an evaluation
process for reviewing and accepting or denying waivers
the storage
for late filings due to technical
The
mechanism and
non-standard
that
mechanism should also provide recovery tools
allow the issuer to use other mechanisms of filing in
place of the prescribed one when this is out of order.
However, there should be an obligation on the issuer to
re-file the information through the main mechanism
when restored.

submissions.

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12.

Back-up systems

12.1. The storage mechanism should be technologically inde-
pendent and have sufficient back-up facilities in place in
order to maintain and to re-establish its services in a
reasonable timeframe.

16.2. The storage mechanism should be entitled to impose the
information in pre-determined formats and
straight-through
the use of
allowing for

filing of
templates
processing technology.

12.2. The nature of these back-up systems will need to be
evaluated by each storage mechanism taking into consi-
deration the specific characteristics of
the systems in
place.

Section 3

Certainty as to the information source

13.

Certainty as to the source of information and the authen-
ticity of origin

13.1. The storage mechanism should have in place sound
systems designed to provide certainty as to the source
of the information being filed. The storage mechanism
should have certainty that the information it receives is
from an authentic source. The storage mechanism should
verify that any regulated financial information it receives
directly originates from the person or entity that has the
filing obligation or from a person or entity authorised to
on its behalf.

13.2. The storage mechanism should be able to electronically
storage
acknowledge
of
mechanism should either confirm validation of filing or
reject a submission with an explanation for the rejection
and it should have a ‘non-repudiation’ function.

documents.

receipt

The

If particular formats are imposed, the storage mechanism
should nevertheless use open architecture systems for the
filing of information and should, at least, accept:

(a)

file formats and transmission protocols that are non-
proprietary and that obviate single vendor software
applications;

(b) commonly used and generally accepted proprietary

formats.

If templates are imposed, the storage mechanism should
ensure that they are easily accessible and, where available,
they should be aligned with those used for filing the
same
competent
information with
authority.

regulated

the

into the

16.3. The information should be date and time stamped as it
enters
irrespective of
storage mechanism,
whether the information is checked by the competent
authority before (ex ante control) or will be checked
after (ex post control) it enters in the storage mechanism.

14.

User Authentication

The security measures of the storage mechanism should
be designed to establish the validity of the originator, or
a means of verifying an individual’s authorization to send
specific information. The storage mechanism should be
entitled to impose the use of digital signatures, access
codes or any other appropriate measure providing with
sufficient certainty.

Section 5

Easy Access by end users

17.

Presentation of the information

When presenting its services to the end users, the storage
mechanism should
regulated
distinguish
financial information filed pursuant to a legal obligation
and any additional valued-added service offered by the
storage mechanism.

between

15.

Need to ensure integrity of
information

the content of regulated

18.

Language regime

The storage mechanism should assure that there is no
significant risk of corruption or change of original infor-
mation either accidentally or maliciously and to ascertain
any alteration.

18.1. The storage mechanism should file and facilitate access to
all the available linguistic versions of the information as
submitted by the issuer. However, access to all
the
linguistic versions does not mean that the information
should be translated by the storage mechanism into
languages other than those submitted by the issuer.

Section 4

Time recording

16.

Electronic docketing and date and time stamp

16.1. The storage mechanism should be able to automatically
docket electronic filings and add a date and time stamp.

18.2. The searching facilities in the storage mechanism should
be available in the language accepted by the competent
authorities in the home Member State and, at least, in a
language
international
finance.

customary in the

sphere of

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19.

Technical accessibility

(c)

the title of the document;

19.1. The storage mechanism should use open architecture
In
systems for the access to the stored information.
designing the systems,
the storage mechanism should
ensure that its systems allow or are capable of allowing
for
storage
interoperability with
mechanisms in the same or in other Member States.

technical

other

19.2.

Information should be accessible to end users by the
storage mechanism as soon as technically feasible from
its filing, taking into consideration the structures and
the storage mechanism. The
operating procedures of
storage mechanism should not deliberately delay the
process.

19.3. The storage mechanism should provide end users with
stored regulated information on a
in accordance with the conditions

to all

access
continuous basis,
described in point 10.

19.4. The storage mechanism should offer service support for
each storage
its users. The
mechanism decides to provide needs to be decided at
national level.

level of

support

that

(d) the time and date on which the regulated infor-

mation was disseminated;

(e)

the language of the document;

(f)

the type of regulated information.

The storage mechanism should organise and categorise
regulated information in accordance with, at least, the
items listed in the first subparagraph.

The storage mechanism should be allowed to require
issuers to provide the necessary reference information
when filing regulated information.

The storage mechanism should align these categories
in
with the other storage mechanisms,
relation to the
in
accordance with the agreement referred to in chapter II
of this Recommendation.

in particular
regulated information,

type of

20.

Format of the information that can be accessed by end
users

20.1. Regulated information held by the storage mechanism
should be held in a format that enables users to view,
download and print, in a straightforward manner, the full
content of regulated information from wherever the user
is located. However, access to the regulated information
does not mean that printed copies of this information
should be made available by the storage mechanism.

20.4. The storage mechanism should be allowed to require
issuers to use predetermined file formats and templates.
In any event, the storage mechanism should, at least,
accept:

(a)

file formats and transmission protocols that are non-
proprietary and that obviate single vendor software
applications;

20.2. The storage mechanism should offer end users the possi-
bility to search, order and interrogate regulated infor-
mation stored.

(b) commonly used and generally accepted proprietary

formats.

20.3. The storage mechanism should record sufficient reference
information relating to the regulated information it
receives. Such reference information should, at
least,
include the following items:

If templates are imposed, the storage mechanism should
ensure that they are easily accessible and they should be
aligned with those used for filing the same regulated
information with the competent authority.

(a)

identify the information as regulated information;

(b) the name of the issuer from which the regulated

information originated;

CHAPTER IV

GUIDELINES

FUTURE DEVELOPMENT OF

FOR
ELECTRONIC NETWORK

21.

The Member States should encourage the competent
authorities to draw up, by 30 September 2010, within
CESR, appropriate guidelines for the future development
of the electronic network.

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22.

Those guidelines should in particular examine the feasi-
bility, including a cost/benefit analysis, to require:

(a)

in all the access points to the electronic
the use,
network, of harmonised searching facilities based
on a set of common search keys and reference data
items, thus harmonising the methods of classifying
and identifying the information to store;

(b) the use of common input formats and standards for
regulated information to the

the submission of
storage mechanisms;

(c)

the use by the storage mechanism of a common list
of types of regulated information;

(d) the technical
network
by
registries covered by the Directive 68/151/EEC;

interconnection with the electronic
company
the national

developed

(e) entrusting the supervision of the services provided by
any legal entity operating the common elements of
the electronic network to a single body composed of
representatives of the competent authorities referred
to in Article 24 of Directive 2004/109/EC.

The harmonised searching facilities referred to in point
(a) of the first subparagraph should at least provide for
the possibility of making:

(a) searches using common category labels attached to
the regulated financial
information when filed with
the storage mechanisms, such as: issuer name; date of
filing; country of issuer; title of document; industry/
branch of trade and type of regulated information;

(b) dynamic or chain searches;

(c) multiple-country searches with a single request.

The guidelines should also develop common lists for the
purposes of establishing sub-category labels with regard
to industry/branch of trade and type of regulated infor-
mation.

CHAPTER V

FOLLOW-UP AND ADDRESSEES

23. Member States are invited to inform the Commission of
the steps taken in the light of this Recommendation by
31 December 2008.

24.

This recommendation is addressed to the Member States.

Done at Brussels, 11 October 2007.

For the Commission

Charlie McCREEVY
Member of the Commission