Lost Security Holders: SEC Should Use Data to Evaluate Its 1997 Rule
Released: 2001-09-28T00:00:00

Letter

Background

SEC, whose primary mission is to protect investors and maintain the integrity of the securities markets, oversees key participants in the securities world, including broker-dealers and transfer agents. Broker- dealers hold securities and other investments for customers. Because the broker-dealer holds the customers’ underlying assets, customers have an economic incentive to maintain contact with the firm. Also, the broker- dealer has an incentive to maintain contact with the customer since the customer may purchase additional securities. Transfer agents maintain individual security holder records for banks; corporations; and other issuers, such as mutual funds. In this capacity, transfer agents frequently are responsible for disseminating shareholder communications and dividend and interest payments. However, the transfer agent does not hold the underlying security on behalf of the investor as a broker-dealer does.

SEC became concerned that while various transfer agents attempted to locate lost security holders, the extent and type of efforts used varied considerably. Establishing minimum search requirements, SEC reasoned, would facilitate finding lost security holders. Accordingly, SEC adopted a rule on October 1, 1997, requiring transfer agents to conduct searches and annually report to SEC aggregate data on the accounts of lost security holders. The rule requires transfer agents to exercise “reasonable care” in their efforts to find the correct addresses of all lost security holders. At a minimum, transfer agents must conduct two electronic searches for accounts whose owners are considered lost. An owner generally becomes “lost” when correspondence is returned as undeliverable and the transfer agent has not received the security holder’s new address. Transfer agents are not required to search for the owners of a lost account if (1) the aggregate value of the account is less than $25; (2) they have received documentation of the security holders’ death; or (3) the account owner is not a person. Transfer agents are also required to submit information regarding the status of lost security holder accounts and the number of lost security holder accounts that were remitted to the states during the reporting period. In adopting the rule, SEC directed its staff to review the operation of the adopted rules after 3 years and to report back on its findings. On June 2, 2000, SEC modified the reporting requirements for lost security holders as part of its revision of the TA-2, which is the annual report filed by all registered transfer agents.

Transfer Agents and Broker-dealers Reported Limited Numbers of Lost Accounts, but Little Historical Data Were Available

In 2000, the year for which the data are most complete, the average number of lost security holders for transfer agents and broker-dealers was approximately 2 percent of total accounts. Seventy-five percent of transfer agents reported that the number of their lost security holders amounted to less than 1 percent of their total accounts. Ninety-five percent of broker- dealers reported that their lost accounts amounted to less than 1 percent of their total accounts. Our survey observations are similar to those of SEC in its informal surveys in 1997 and 2000. In the 1997 survey, SEC estimated that 1.34 percent of accounts held by transfer agents were lost. On the basis of a second survey in 2000 that represented about 75 percent of shareholder accounts held by transfer agents, SEC estimated that lost security holder accounts were 2.23 percent of total accounts. A May 2000 SIA poll of 17 broker-dealers showed that 0.79 percent of total accounts belonged to lost security holders.

Over half of the transfer agents and broker-dealers that responded to our surveys were unable to provide us with information on lost owners for earlier years. However, data from the 75 transfer agents that did have the information for previous years showed that the ratio of lost accounts to total accounts was more likely to have increased or remained the same than decreased since the 1997 rule change. On the other hand, data supplied by the 42 broker-dealers who were able to supply it showed that this ratio was most likely to have stayed the same or decreased.

Most of the transfer agents and broker-dealers that were unable to provide us with data reported to us that they believed that the lost account ratio has remained the same or decreased in the last 2 years. Among transfer agents, about 21 percent told us that the ratio had increased, about 43 percent indicated it had remained the same, and about 35 percent said it had decreased. Broker-dealers’ responses included a higher percentage reporting that the lost account ratio had remained the same over the last 2 years: about 10 percent indicated they felt it had increased; about 67 percent, that it had remained the same; and about 24 percent, that it had decreased.

In testimony before the House Committee on Commerce, SIA said that security holders frequently become lost through no fault of the financial institution holding the assets. According to SIA, the most common situation occurs when a security holder relocates and leaves no forwarding address. Our survey also showed that the primary reason owners become lost is that they have failed to notify the firms of address changes (see fig. 1). The second most common reason for owners becoming lost was a transfer of beneficial ownership, such as through an inheritance, in which the transfer agent or broker-dealer does not receive information about the transfer. Few transfer agents and broker-dealers believe that they received inaccurate information in initially setting up the account. Although internal data entry or processing errors are clearly the firms’ responsibility, they are not considered to be a significant cause of lost security accounts.

When searches for lost security holders are unsuccessful, transfer agents and broker-dealers are required to remit the property to the state unclaimed property administrators under the state escheat laws. Both groups indicated that few account holders remain lost for so long a period that the firms would be required to remit the securities to the state. Twenty- six percent of broker-dealers remitted property to the state in 1995, and 30 percent did so during 2000. Our survey findings indicated that the proportion of transfer agents remitting property to the states has grown since 1995. Only 30 percent of all transfer agents able to provide data remitted property to the states in 1995; however, over 55 percent remitted property to the states in 2000. A number of factors could influence the proportion of property remitted to the states. However, we could not determine the causes of these changes from our survey results.

Transfer Agents and Broker-dealers Used Similar Techniques to Find Lost Security Holders

The transfer agents we surveyed indicated that they routinely used telephone, mail, and searches of the Internet and telephone directories in looking for lost security holders (see fig. 2). Although they are not required to search for lost customers, broker-dealers often do, using the same techniques. Both transfer agents and broker-dealers used telephone calls and mail for over 75 percent of their searches. Transfer agents used credit bureaus and professional search firms less frequently, but they still used these firms more than broker-dealers.

The transfer agents and broker-dealers we surveyed also estimated that they spend a similar amount of resources to find lost security holders. About forty percent of all transfer agents and broker-dealers estimated spending less than $10 in the search for each lost security holder (see fig. 3). For transfer agents, the smallest firms were the most likely to spend less than $10 per lost customer (55 percent), while almost 67 percent of medium firms and 58 percent of larger firms spent more. Small and medium broker-dealer firms spent more than $10 per lost customer over 60 percent of the time, while 77 percent of larger firms spent more. Thirty-seven percent of transfer agents told us that, in 2000, they had full-time staff at headquarters assigned to find lost security holders. These employees were in addition to any that may have been located at branch offices. The average number of personnel assigned was 2.5 at firms with full-time staffing. About 34 percent of broker-dealers had full-time staff assigned to find lost security holders; on average, these firms devoted 2.5 employees to this task.

Transfer agents and broker-dealers usually have policies or procedures in place specifying steps to be taken to find security holders when mail is returned as undeliverable. According to our survey results, 78 percent of transfer agents and 69 percent of broker-dealers responding told us that they have written policies on searching for lost security holders. For the transfer agents with policies or procedures, 48 percent had these measures before they were required by the 1997 SEC rule. Larger transfer agents were more likely to have written policies or procedures before the 1997 ruling. Some 75 percent of large firms and 65 percent of medium firms reported having written policies or procedures on locating lost customers before 1997, compared with only 24 percent of small firms. Among broker- dealers, who are not required to have search policies, 55 percent had similar measures before 1997.

Other financial institutions that have customer accounts, such as banks and insurance companies, are not required to search for lost account holders or maintain data on lost accounts. Thus, the Federal Reserve Board, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency do not maintain information on the extent of lost accounts or search techniques used in the industry. Similarly, state and industry officials told us that insurance companies are not required to search for lost beneficiaries.

SEC Has Not Used the Data Submitted Under the 1997 Rule

SEC’s 1997 data reporting requirement has yet to provide information that staff can use to assess the rule as the Commission directed them to when the rule was adopted because data initially received from transfer agents were inconsistent. Transfer agents were to report the aggregate number of lost security holder accounts as of June 30 each year and the percentage of total accounts represented by the lost security holder accounts. The number of lost security holder accounts was to be reported as lost for specified periods of time: 1 year or less, 3 years or less, 5 years or less, or greater than 5 years. Transfer agents were also to report information on security holder accounts that were remitted to the state unclaimed property administrators. According to SEC officials, the reporting requirement took effect in February 1998, and the numbers were to be reported in an annual filing due in August that reports data as of the preceding June. Therefore, the first full year’s data were due in August 1999.

However, when transfer agents began reporting the data, SEC staff found differences in the way that firms interpreted the questions. As a result, the data that the transfer agents reported to SEC were inconsistent. Because of these inconsistencies, SEC staff have not been able to review the operation of the rule after 3 years as instructed by the Commission in 1997. SEC proposed changes to the reporting form in March 1999 and adopted a revised form on June 2, 2000. SEC officials expect that the revised reporting requirement will provide more consistent and accurate data that will allow them to assess the scope of the lost security holder problem and the effectiveness of the search requirements of the rule. The first set of data, now required on a calendar year basis, was filed in March 2001 for calendar year 2000. At the time of our review, SEC had not started to analyze these data.

SEC Relies on Inspections to Ensure Compliance

SEC relies primarily on its general inspections of transfer agents to ensure that these firms comply with the securities laws and regulations, including the lost security holder rule. SEC policy is to inspect transfer agents with large operations every 2 years, agents associated with investment companies every 5 years, and agents with small banks every 10 years. However, SEC staff noted that the 10-year cycle reflects the fact that banking regulators already conduct examinations of these firms every 18 to 36 months, and that banking regulators review these firms’ compliance with the lost security holder rule.

SEC records showed that transfer agents inspected between 1998 and 2000 were inspected within the cycle time. SEC found violations relating to compliance with the 1997 rule in about a quarter of the inspections it made between 1998 and 2000. This is consistent with our survey results, which indicated that about 22 percent of the transfer agents who responded to our survey were in violation of the lost security holder rule because they did not have written policies or procedures for searching for lost security holders. Our survey results also showed that smaller firms may be more at risk of noncompliance because only about 60 percent of small transfer agents reported having written search policies.

In 2000, SEC conducted 183 exams of transfer agents and found violations of lost security holder rules in 51, or 28 percent of examinations. In 1998 and 1999, SEC found such violations in 21 and 32 percent of the total exams, respectively. Of the 51 exams with lost security holder rule violations in 2000: 29 firms failed to maintain substantive evidence that they had conducted at least 2 database searches for lost security holders and did not have written procedures governing searches for lost security holders; 13 other firms failed to maintain substantive evidence that they had conducted 2 database searches; and 9 firms did not have relevant written procedures.

Typically, the transfer agent with a violation is sent a deficiency letter and has 30 days to respond. SEC staff said that most firms respond to the deficiency letter by indicating corrective actions they will take or have taken. If the firm’s response letter indicates that the firm will take adequate steps to address the issues, no follow-up is conducted until the next examination. However, if the deficiency is serious or if the transfer agent’s response to the deficiency letter does not indicate that adequate corrective actions will be taken, SEC staff may decide that a follow-up exam is needed. However, SEC officials said that it was unclear whether a lost security holder rule violation, alone, would likely be considered serious enough to trigger a follow-up exam.

As of July 11, 2001, SEC had sent deficiency letters to all 51 agents with violations in 2000. SEC also referred 19 transfer agents’ exam results to banking regulators and 4 results to SEC’s Division of Enforcement. At that time, 2 of the 51 firms in violation had been reexamined and 6 had withdrawn their registration with SEC or SEC had cancelled their registration. Also as of July 11, SEC had reexamined 11 of the 60 registered transfer agents found to have lost security holder deficiencies in 1999 exams and 9 of the 26 agents found to have violations in the 1998 exams.

Conclusions

Our survey data suggest that few differences may exist between transfer agents and broker-dealers in the ratio of lost security holders to total accounts or search techniques and procedures used to find lost account holders. Yet, only transfer agents are subject to SEC’s 1997 rule. In addition, most security holders appear to be lost due to address changes that they have not reported to the transfer agent or broker-dealer, rather than through errors made by the firm that would clearly be the firm’s responsibility. In addition, SEC directed its staff to assess the operation of the rule after 3 years. Now that SEC has adopted a revised form for these data, the Commission expects that its revised reporting requirements will provide it with more consistent and accurate data. In that event, SEC can analyze the data it receives in conjunction with its inspection results and our survey data to assess the continued need for and scope of the 1997 rule.

SEC’s use of a standard exam cycle coupled with exams by banking regulators and follow-up exams for serious deficiencies or inadequate corrective actions could be supplemented by using additional data to target inspections. Our survey results showed that small transfer agents may be more likely to be in violation of SEC’s 1997 rule than larger transfer agents. These data, along with the data received from transfer agents under the rule’s data reporting requirement and the data collected during inspections could be useful as SEC works to target future inspections.

Recommendations

To better determine the usefulness of the 1997 rule and to help ensure compliance with the rule, we recommend that the Chairman of SEC take the following steps: Analyze the data submitted by transfer agents in conjunction with inspection results and our survey data to assess the need for and scope of the 1997 rule.

Use the data submitted by transfer agents along with inspection results to target future transfer agent inspections.

Agency Comments

We provided a draft of this report to SEC for its review and comment. SEC concurred with the report’s recommendations. SEC’s comment letter is reproduced in appendix IV.

We will send copies of this report to the Ranking Minority Members of the House Committee on Financial Services and Committee on Energy and Commerce, other interested congressional committees, the Chairman of SEC, and other interested parties. We will also make copies available to others on request.

Key contributors to this report are listed in appendix V. If you have any questions, please call me at (202) 512-8678 or Susan H. Campbell at (202) 512-6790.

Objectives, Scope, and Methodology

Our objectives were to provide information on (1) the extent to which accounts are lost, whether this has changed over time, and the reasons security holders were separated from their accounts; (2) the techniques used by transfer agents, broker-dealers, and other entities to find lost customers and the costs of these searches; (3) the Securities and Exchange Commission’s (SEC) effort to use the data reported by transfer agents to review the operation of its 1997 rule; and (4) SEC’s methods for ensuring that transfer agents comply with the rule’s requirements.

To address our first and second objectives, we visited and interviewed officials from SEC’s Division of Market Regulation; the New York Stock Exchange; the National Association of Securities Dealers; and the Securities Industry Association. We also reviewed applicable SEC rules, reports, and transcripts from previous congressional hearings on the issues. To gain a perspective on how lost account holders are handled in other related industries, we interviewed officials from the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the American Counsel of Life Insurers, and selected state insurance commissioners.

We also conducted mail questionnaire surveys with samples of 250 transfer agents and 225 broker-dealers in April through July, 2001. We drew our stratified random samples from records in SEC’s databases. For broker- dealers, our target population was all broker-dealers doing a public business and carrying their own accounts, who made required filings to SEC in the third quarter of 2000, and who were active at the time of our survey. There were approximately 320 such firms. After drawing our sample of broker-dealers, we further restricted this survey to only those who were engaged in retail activity. For transfer agents, our target population was all transfer agents that made required filings with SEC for fiscal year 1999, maintained at least one customer account, and were active at the time of this survey—approximately 700 firms.

As shown in tables 1 and 2, our overall survey response rate was 54 percent for broker-dealers and 69 percent for transfer agents. Response rates also varied by size of firm in both samples, with lower response rates in the stratum of larger firms than in the two strata of smaller firms. Because of these low response rates, and the inability of some respondents to provide complete lost account data, we are restricting our analysis to that subset of firms that participated in our survey and are not making estimates about the larger population of broker-dealers and transfer agents in the United States. The low response rates to the surveys and individual questions threaten the validity of estimates made using these data, if those not providing data were materially different from those who do. Because the largest firms, which are important to our estimates for the population because they account for much of the activity of the two industries, are providing data at such low rate, the representativeness of weighted estimates for the population might be subject to significant bias. Therefore, we present survey results in this report in unweighted form, representing only those firms that participated in our study and provided answers to the individual questions being analyzed.

To address our third objective, we interviewed officials from SEC’s Division of Market Regulation. We also reviewed SEC’s revised rules relating to reporting requirements for transfer agents.

To answer our fourth objective on SEC’s efforts to ensure that transfer agents comply with its 1997 rule on lost security holders, we interviewed and reviewed data provided by officials in SEC’s Office of Compliance Inspections and Examinations. The officials provided us with several electronic files containing transfer agent examination data that we analyzed to determine how many inspections were conducted in each year, how many violations were found, and whether the firm had been reinspected or withdrawn or cancelled its registration with SEC.

We conducted our review from December 2000 through July 2001 in accordance with generally accepted government auditing standards.

Transfer Agent Survey Questionnaire

Broker-dealer Survey Questionnaire

Comments From the Securities and Exchange Commission

GAO Contacts and Staff Acknowledgments

GAO Contacts

Acknowledgments

In addition to those named above, Brian D. Berg, Emily R. Chalmers, Tom Conahan, Heather T. Dignan, Monty Kincaid, Carl M. Ramirez, and Sindy R. Udell made key contributions to this report.

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