Unofficial Consolidated Versions

 

 

MANITOBA SECURITIES COMMISSION RULE 91-507

TRADE REPOSITORIES AND DERIVATIVES DATA REPORTING

 

 

PART 1 – DEFINITIONS AND INTERPRETATION

 

 

Definitions

1(1)                  In this Rule

 

"asset class" means the asset category underlying a derivative and includes interest rate, foreign exchange, credit, equity and commodity;

 

"board of directors" means, in the case of a designated trade repository that does not have a board of directors, a group of individuals that acts in a capacity similar to a board of directors;

 

"creation data" means the data in the fields listed in Appendix A;

                                                                        

"derivatives dealer" means a person or company engaging in or holding himself, herself or itself out as engaging in the business of trading in derivatives in Manitoba as principal or agent;

 

"derivatives data" means all data related to a transaction that is required to be reported pursuant to Part 3;

 

"Global Legal Entity Identifier System" means the system for unique identification of parties to financial transactions developed by the Legal Entity Identifier System Regulatory Oversight Committee;

 

"Legal Entity Identifier System Regulatory Oversight Committee" means the international working group established by the Finance Ministers and the Central Bank Governors of the Group of Twenty nations and the Financial Stability Board, under the Charter of the Regulatory Oversight Committee for the Global Legal Entity Identifier System dated November 5, 2012;

 

"life-cycle event" means an event that results in a change to derivatives data previously reported to a designated trade repository in respect of a transaction;

 

"life-cycle event data" means changes to creation data resulting from a life-cycle event;

 

"local counterparty" means a counterparty to a transaction if, at the time of the transaction, one or more of the following apply:

 

(a)  the counterparty is a person or company, other than an individual, organized under the laws of Manitoba or that has its head office or principal place of business in Manitoba;

 

(b) the counterparty is registered under Manitoba securities law as a derivatives dealer or in an alternative category as a consequence of trading in derivatives;

 

(c) the counterparty is an affiliate of a person or company described in paragraph (a), and such person or company is responsible for the liabilities of that affiliated party;

"participant" means a person or company that has entered into an agreement with a designated trade repository to access the services of the designated trade repository;

 

"reporting clearing agency" means either of the following:

 

(a) a person or company recognized or exempted from recognition as a clearing agency under securities legislation in the local jurisdiction;

 

(b) a clearing agency that has provided a written undertaking to the regulator or securities regulatory authority to act as the reporting counterparty with respect to transactions cleared by it that are subject to the reporting obligations under this Instrument;

 

"reporting counterparty" means the counterparty to a transaction as determined under section 25 that is required to report derivatives data under section 26;

 

"transaction" means entering into, assigning, selling or otherwise acquiring or disposing of a derivative or the novation of a derivative;

 

"user" means, in respect of a designated trade repository, a counterparty (or delegate of a counterparty) to a transaction reported to that designated trade repository pursuant to this Rule; and

 

"valuation data" means data that reflects the current value of the transaction and includes the data in the applicable fields listed in Appendix A under the heading "Valuation Data".

 

1(2)                  In this Rule, each of the following terms has the same meaning as in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards: "accounting principles"; "auditing standards"; "publicly accountable enterprise"; "U.S. AICPA GAAS"; "U.S. GAAP"; and "U.S. PCAOB GAAS".

 

1(3)                  In this Rule, "interim period" has the same meaning as in section 1.1 of National Instrument 51-102 Continuous Disclosure Obligations.

 

 

PART 2 – TRADE REPOSITORY DESIGNATION AND ONGOING REQUIREMENTS

 

 

Trade repository initial filing of information and designation

2(1)                  An applicant for designation under section 31.6 of the Act must file a completed Form 91-507F1 – Application For Designation and Trade Repository Information Statement.

 

2(2)                  In addition to the requirement set out in subsection (1), an applicant for designation under section 31.6 of the Act whose head office or principal place of business is located outside of Manitoba must

                                                                                                                    

(a) certify on Form 91-507F1 that it will provide the Commission with access to its books and records and will submit to onsite inspection and examination by the Commission,

 

(b) certify on Form 91-507F1 that it will provide the Commission with an opinion of legal counsel that

 

(i) the applicant has the power and authority to provide the Commission with access to its books and records, and

 

(ii) the applicant has the power and authority to submit to onsite inspection and examination by the Commission.

 

2(3)                  In addition to the requirements set out in subsections (1) and (2), an applicant for designation under section 31.6 of the Act whose head office or principal place of business is located in a foreign jurisdiction must file a completed Form 91-507F2 – Submission to Jurisdiction and Appointment of Agent for Service of Process.

 

2(4)                  Within 7 days of becoming aware of an inaccuracy in or making a change to the information provided in Form 91-507F1, an applicant must file an amendment to Form 91-507F1 in the manner set out in that Form.

 

Change in information

3(1)                  Subject to subsection (2), a designated trade repository must not implement a significant change to a matter set out in Form 91-507F1 unless it has filed an amendment to Form 91-507F1 in the manner set out in that Form at least 45 days before implementing the change.

 

3(2)                  A designated trade repository must file an amendment to the information provided in Exhibit I (Fees) of Form 91-507F1 in the manner set out in the Form at least 15 days before implementing a change to the information provided in the Exhibit.

 

3(3)                  For a change to a matter set out in Form 91-507F1 other than a change referred to in subsection (1) or (2), a designated trade repository must file an amendment to Form 91-507F1 in the manner set out in that Form by the earlier of

 

(a) the close of business of the designated trade repository on the 10th day after the end of the month in which the change was made, and

 

(b) the time the designated trade repository publicly discloses the change.

 

Filing of initial audited financial statements

4(1)                  An applicant must file audited financial statements for its most recently completed financial year with the Commission as part of its application for designation under section 31.6 of the Act.

 

4(2)                  The financial statements referred to in subsection (1) must

 

(a) be prepared in accordance with one of the following

 

(i) Canadian GAAP applicable to a publicly accountable enterprise,

 

(ii) IFRS, or

 

(iii) U.S. GAAP, if the person or company is incorporated or organized under the laws of the United States of America,

 

(b) identify in the notes to the financial statements the accounting principles used to prepare the financial statements,

 

(c) disclose the presentation currency, and

 

(d) be audited in accordance with

 

(i) Canadian GAAS,

 

(ii) International Standards on Auditing, or

 

(iii) U.S. AICPA GAAS or U.S. PCAOB GAAS if the person or company is incorporated or organized under the laws of the United States of America.

 

4(3)                  The financial statements referred to in subsection (1) must be accompanied by an auditor’s report that

 

(a) expresses an unmodified opinion if the financial statements are audited in accordance with Canadian GAAS or International Standards on Auditing,

 

(b) expresses an unqualified opinion if the financial statements are audited in accordance with U.S. AICPA GAAS or U.S. PCAOB GAAS,

 

(c) identifies all financial periods presented for which the auditor’s report applies,

 

(d) identifies the auditing standards used to conduct the audit,

 

(e) identifies the accounting principles used to prepare the financial statements,

 

(f) is prepared in accordance with the same auditing standards used to conduct the audit, and

 

(g) is prepared and signed by a person or company that is authorized to sign an auditor’s report under the laws of a jurisdiction of Canada or a foreign jurisdiction, and that meets the professional standards of that jurisdiction.

 

Filing of annual audited and interim financial statements

5(1)                  A designated trade repository must file annual audited financial statements that comply with the requirements in subsections 4(2) and 4(3) with the Commission no later than the 90th day after the end of its financial year.

 

5(2)                  A designated trade repository must file interim financial statements with the Commission no later than the 45th day after the end of each interim period.

 

5(3)                  The interim financial statements referred to in subsection (2) must

 

(a) be prepared in accordance with one of the following

 

(i) Canadian GAAP applicable to a publicly accountable enterprise,

 

(ii) IFRS, or

 

(iii) U.S. GAAP, if the person or company is incorporated or organized under the laws of the United States of America, and

 

(b) identify in the notes to the financial statements the accounting principles used to prepare the financial statements.

 

Ceasing to carry on business

6(1)                  A designated trade repository that intends to cease carrying on business in Manitoba as a trade repository must make an application and file a report on Form 91-507F3 – Cessation of Operations Report For Trade Repository at least 180 days before the date on which it intends to cease carrying on that business.

 

6(2)                  A designated trade repository that involuntarily ceases to carry on business in Manitoba as a trade repository must file a report on Form 91-507F3 as soon as practicable after it ceases to carry on that business.

 

Legal framework

7(1)                  A designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures reasonably designed to ensure a well-founded, clear, transparent, and enforceable legal basis for each material aspect of its activities.

 

7(2)                  Without limiting the generality of subsection (1), a designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures that are not contrary to the public interest and that are reasonably designed to ensure that

 

(a) such rules, policies and procedures and the contractual arrangements are supported by the laws applicable to those rules, policies, procedures and contractual arrangements,

 

(b) the rights and obligations of a user, owner and regulator with respect to the use of the designated trade repository’s information are clear and transparent,

 

(c) the contractual arrangements that it enters into and supporting documentation clearly state service levels, rights of access, protection of confidential information, intellectual property rights and operational reliability, and

 

(d) the status of records of contracts in its repository and whether those records of contracts are the legal contracts of record are clearly established.

 

Governance

8(1)                  A designated trade repository must establish, implement and maintain written governance arrangements that

 

(a) are well-defined, clear and transparent,

 

(b) set out a clear organizational structure with consistent lines of responsibility,

 

(c) provide for effective internal controls,

 

(d) promote the safety and efficiency of the designated trade repository,

 

(e) ensure effective oversight of the designated trade repository,

 

(f) support the stability of the broader financial system and other relevant public interest considerations, and

 

(g) properly balance the interests of relevant stakeholders.

 

8(2)                  A designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures reasonably designed to identify and manage existing and potential conflicts of interest.

 

8(3)                  A designated trade repository must publicly disclose on its website

 

(a) the governance arrangements established in accordance with subsection (1), and

 

(b) the rules, policies and procedures established in accordance with subsection (2).

Board of directors

9(1)                  A designated trade repository must have a board of directors.

 

9(2)                  The board of directors of a designated trade repository must include

 

(a) individuals who have an appropriate level of skill and experience to effectively and efficiently oversee the management of its operations in accordance with all relevant laws, and

 

(b) appropriate representation by individuals who are independent of the designated trade repository.

 

9(3)                  The board of directors of a designated trade repository must, in consultation with the chief compliance officer of the designated trade repository, resolve conflicts of interest identified by the chief compliance officer.

 

9(4)                  The board of directors of a designated trade repository must meet with the chief compliance officer of the designated trade repository on a regular basis.

 

Management

10(1)                A designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures that

 

(a) specify the roles and responsibilities of management, and

 

(b) ensure that management has the experience, competencies, integrity and mix of skills necessary to discharge its roles and responsibilities.

 

10(2)                A designated trade repository must notify the Commission no later than the 5th business day after appointing or replacing its chief compliance officer, chief executive officer or chief risk officer.

 

Chief compliance officer

11(1)                The board of directors of a designated trade repository must appoint a chief compliance officer with the appropriate experience, competencies, integrity and mix of skills necessary to serve in that capacity.

 

11(2)                The chief compliance officer of a designated trade repository must report directly to the board of directors of the designated trade repository or, if so directed by the board of directors, to the chief executive officer of the designated trade repository.

 

11(3)                The chief compliance officer of a designated trade repository must

 

(a) establish, implement, maintain and enforce written rules, policies and procedures to identify and resolve conflicts of interest,

 

(b) establish, implement, maintain and enforce written rules, policies and procedures to ensure that the designated trade repository complies with securities legislation,

 

(c) monitor compliance with the rules, policies and procedures required under paragraphs (a) and (b) on an ongoing basis,

 

(d) report to the board of directors of the designated trade repository as soon as practicable upon becoming aware of a circumstance indicating that the designated trade repository, or an individual acting on its behalf, is not in compliance with the securities laws of a jurisdiction in which it operates and one or more of the following apply:

(i) the non-compliance creates a risk of harm to a user;

 

(ii) the non-compliance creates a risk of harm to the capital markets;

 

(iii) the non-compliance is part of a pattern of non-compliance;

 

(iv) the non-compliance may have an impact on the ability of the designated trade repository to carry on business as a trade repository in compliance with securities legislation,

 

(e) report to the designated trade repository’s board of directors as soon as practicable upon becoming aware of a conflict of interest that creates a risk of harm to a user or to the capital markets, and

 

(f) prepare and certify an annual report assessing compliance by the designated trade repository, and individuals acting on its behalf, with securities legislation and submit the report to the board of directors.

 

11(4)                Concurrently with submitting a report under paragraph (3)(d), (3)(e) or (3)(f), the chief compliance officer must file a copy of the report with the Commission.

 

Fees

12                     All fees and other material costs imposed by a designated trade repository on its participants must be

 

(a) fairly and equitably allocated among participants, and

 

(b) publicly disclosed on its website for each service it offers with respect to the collection and maintenance of derivatives data.

 

Access to designated trade repository services

13(1)                A designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures that establish objective, risk-based criteria for participation that permit fair and open access to the services it provides.

 

13(2)                A designated trade repository must publicly disclose on its website the rules, policies and procedures referred to in subsection (1).

 

13(3)                A designated trade repository must not do any of the following:

 

(a) unreasonably prohibit, condition or limit access by a person or company to the services offered by the designated trade repository;

 

(b) permit unreasonable discrimination among the participants of the designated trade repository;

 

(c) impose a burden on competition that is not reasonably necessary and appropriate;

 

(d) require the use or purchase of another service for a person or company to utilize the trade reporting service offered by the designated trade repository.

 

Acceptance of reporting

14                     A designated trade repository must accept derivatives data from a participant for a transaction in a derivative of the asset class or classes set out in the designated trade repository’s designation order.

 

 

Communication policies, procedures and standards

15                     A designated trade repository must use or accommodate relevant internationally accepted communication procedures and standards in order to facilitate the efficient exchange of data between its systems and those of

 

(a) its participants,

 

(b) other trade repositories,

 

(c) exchanges, clearing agencies, alternative trading systems, and other marketplaces, and

 

(d) other service providers.

 

Due process

16                     For a decision made by a designated trade repository that directly adversely affects a participant or an applicant that applies to become a participant, the designated trade repository must ensure that

 

(a) the participant or applicant is given an opportunity to be heard or make representations, and

 

(b) it keeps records of, gives reasons for, and provides for reviews of its decisions, including, for each applicant, the reasons for granting, denying or limiting access.

 

Rules, policies and procedures

17(1)                The rules, policies and procedures of a designated trade repository must

 

(a) be clear and comprehensive and provide sufficient information to enable a participant to have an accurate understanding of its rights and obligations in accessing the services of the designated trade repository and the risks, fees, and other material costs they incur by using the services of the designated trade repository,

 

(b) be reasonably designed to govern all aspects of the services offered by the designated trade repository with respect to the collection and maintenance of derivatives data and other information on a completed transaction, and

 

(c) not be inconsistent with securities legislation.

 

17(2)                A designated trade repository must monitor compliance with its rules, policies and procedures on an ongoing basis.

 

17(3)                A designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures for sanctioning non-compliance with its rules, policies and procedures.

 

17(4)                A designated trade repository must publicly disclose on its website

 

(a) its rules, policies and procedures referred to in this section, and

 

(b) its procedures for adopting new rules, policies and procedures or amending existing rules, policies and procedures.

 

17(5)                A designated trade repository must file its proposed new or amended rules, policies and procedures for approval in accordance with the terms and conditions of its designation order, unless the order explicitly exempts the designated trade repository from this requirement.

 

Records of data reported

18(1)                A designated trade repository must design its recordkeeping procedures to ensure that it records derivatives data accurately, completely and on a timely basis.

 

18(2)                A designated trade repository must keep, in a safe location and in a durable form, records of derivatives data in relation to a transaction for the life of the transaction and for a further 7 years after the date on which the transaction expires or terminates.

 

18(3)                Throughout the period described in subsection (2), a designated trade repository must create and maintain at least one copy of each record of derivatives data required to be kept under subsection (2), in a safe location and in a durable form, separate from the location of the original record.

 

Comprehensive risk-management framework

19                     A designated trade repository must establish, implement and maintain a written risk-management framework for comprehensively managing risks including business, legal, and operational risks.

 

General business risk

20(1)                A designated trade repository must establish, implement and maintain appropriate systems, controls and procedures to identify, monitor, and manage its general business risk.

 

20(2)                Without limiting the generality of subsection (1), a designated trade repository must hold sufficient insurance coverage and liquid net assets funded by equity to cover potential general business losses in order that it can continue operations and services as a going concern in order to achieve a recovery or an orderly wind down if those losses materialize.

 

20(3)                For the purposes of subsection (2), a designated trade repository must hold, at a minimum, liquid net assets funded by equity equal to six months of current operating expenses.

 

20(4)                A designated trade repository must identify scenarios that may potentially prevent it from being able to provide its critical operations and services as a going concern and assess the effectiveness of a full range of options for an orderly wind-down.

 

20(5)                A designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures reasonably designed to facilitate its orderly wind-down based on the results of the assessment required by subsection (4).

 

20(6)                A designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures to ensure that it or a successor entity, insolvency administrator or other legal representative, will continue to comply with the requirements of subsection 6(2) and section 37 in the event of the bankruptcy or insolvency of the designated trade repository or the wind-down of the designated trade repository’s operations.

 

System and other operational risk requirements

21(1)                A designated trade repository must establish, implement, maintain and enforce appropriate systems, controls and procedures to identify and minimize the impact of all plausible sources of operational risk, both internal and external, including risks to data integrity, data security, business continuity and capacity and performance management.

 

21(2)                The systems, controls and procedures established pursuant to subsection (1) must be approved by the board of directors of the designated trade repository.

 

 

21(3)                Without limiting the generality of subsection (1), a designated trade repository must

 

(a) develop and maintain

 

(i) an adequate system of internal controls over its systems, and

 

(ii) adequate information technology general controls, including without limitation, controls relating to information systems operations, information security and integrity, change management, problem management, network support and system software support,

 

(b) in accordance with prudent business practice, on a reasonably frequent basis and, in any event, at least annually

 

(i) make reasonable current and future capacity estimates, and

 

(ii) conduct capacity stress tests to determine the ability of those systems to process transactions in an accurate, timely and efficient manner, and

 

(c) promptly notify the Commission of a material systems failure, malfunction, delay or other disruptive incident, or a breach of data security, integrity or confidentiality, and provide a post-incident report that includes a root-cause analysis as soon as practicable.

 

21(4)                Without limiting the generality of subsection (1), a designated trade repository must establish, implement, maintain and enforce business continuity plans, including disaster recovery plans reasonably designed to

 

(a) achieve prompt recovery of its operations following a disruption,

 

(b) allow for the timely recovery of information, including derivatives data, in the event of a disruption, and

 

(c) provide for the exercise of authority in the event of an emergency.

 

21(5)                A designated trade repository must test its business continuity plans, including disaster recovery plans, at least annually.

 

21(6)                For each of its systems for collecting and maintaining reports of derivatives data, a designated trade repository must annually engage a qualified party to conduct an independent review and prepare a report in accordance with established audit standards to ensure that it is in compliance with paragraphs (3)(a) and (b) and subsections (4) and (5).

 

21(7)                A designated trade repository must provide the report prepared in accordance with subsection (6) to

 

(a) its board of directors or audit committee promptly upon the completion of the report, and

 

(b) the Commission not later than the 30th day after providing the report to its board of directors or audit committee.

 

21(8)                A designated trade repository must publicly disclose on its website all technology requirements regarding interfacing with or accessing the services provided by the designated trade repository,

 

(a) if operations have not begun, sufficiently in advance of operations to allow a reasonable period for testing and system modification by participants, and

(b) if operations have begun, sufficiently in advance of implementing a material change to technology requirements to allow a reasonable period for testing and system modification by participants.

 

21(9)                A designated trade repository must make available testing facilities for interfacing with or accessing the services provided by the designated trade repository,

 

(a) if operations have not begun, sufficiently in advance of operations to allow a reasonable period for testing and system modification by participants, and

 

(b) if operations have begun, sufficiently in advance of implementing a material change to technology requirements to allow a reasonable period for testing and system modification by participants.

 

21(10)               A designated trade repository must not begin operations in Manitoba unless it has complied with paragraphs (8)(a) and (9)(a).

 

21(11)               Paragraphs (8)(b) and (9)(b) do not apply to a designated trade repository if

           

(a) the change to its technology requirements must be made immediately to address a failure, malfunction or material delay of its systems or equipment,

 

(b) the designated trade repository immediately notifies the Commission of its intention to make the change to its technology requirements, and

 

(c) the designated trade repository publicly discloses on its website the changed technology requirements as soon as practicable.

 

Data security and confidentiality

22(1)                A designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures reasonably designed to ensure the safety, privacy and confidentiality of the derivatives data.

 

22(2)                A designated trade repository must not release derivatives data for commercial or business purposes unless

 

(a) the derivatives data has otherwise been disclosed pursuant to section 39, or

 

(b) the counterparties to the transaction have provided the designated trade repository with their express written consent to use or release the derivatives data.

 

Confirmation of data and information

23(1)                A designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures to confirm with each counterparty to a transaction, or agent acting on behalf of such counterparty, that the derivatives data that the designated trade repository receives from a reporting counterparty, or from a party to whom a reporting counterparty has delegated its reporting obligation under this Rule, is accurate.

 

23(2)                Despite subsection (1), a designated trade repository need only confirm the accuracy of the derivatives data it receives with those counterparties that are participants of the designated trade repository.

 

Outsourcing

24                     If a designated trade repository outsources a material service or system to a service provider, including to an associate or affiliate of the designated trade repository, the designated trade repository must

 

(a) establish, implement, maintain and enforce written rules, policies and procedures for the selection of a service provider to which a material service or system may be outsourced and for the evaluation and approval of such an outsourcing arrangement,

 

(b) identify any conflicts of interest between the designated trade repository and a service provider to which a material service or system is outsourced, and establish, implement, maintain and enforce written rules, policies and procedures to mitigate and manage those conflicts of interest,

 

(c) enter into a written contract with the service provider that is appropriate for the materiality and nature of the outsourced activity and that provides for adequate termination procedures,

 

(d) maintain access to the books and records of the service provider relating to the outsourced activity,

 

(e) ensure that the Commission has the same access to all data, information and systems maintained by the service provider on behalf of the designated trade repository that it would have absent the outsourcing arrangement,

 

(f) ensure that all persons conducting audits or independent reviews of the designated trade repository under this Rule have appropriate access to all data, information and systems maintained by the service provider on behalf of the designated trade repository that such persons would have absent the outsourcing arrangement,

 

(g) take appropriate measures to determine that a service provider to which a material service or system is outsourced establishes, maintains and periodically tests an appropriate business continuity plan, including a disaster recovery plan in accordance with the requirements under section 21,

 

(h) take appropriate measures to ensure that the service provider protects the safety, privacy and confidentiality of derivatives data and of users’ confidential information in accordance with the requirements under section 22, and

 

(i) establish, implement, maintain and enforce written rules, policies and procedures to regularly review the performance of the service provider under the outsourcing arrangement.

 

 

PART 3 – DATA REPORTING

 

Reporting counterparty

25(1)                The reporting counterparty with respect to a transaction involving a local counterparty is

 

(a) if the transaction is cleared through a reporting clearing agency, the reporting clearing agency,

 

(b) if paragraph (a) does not apply to the transaction and the transaction is between a derivatives dealer and a counterparty that is not a derivatives dealer, the derivatives dealer,

 

(c) if neither paragraph (a) nor (b) apply to the transaction and the transaction is between a Canadian financial institution that is not a derivatives dealer and a counterparty that is not a Canadian financial institution or a derivatives dealer, the Canadian financial institution,

 

(d) if none of paragraphs (a) to (c) apply to the transaction and the counterparties have, at the time the transaction occurs, agreed in writing that one of them will be the reporting counterparty, the counterparty determined to be the reporting counterparty under the terms of that agreement, and

 

(e) in each other case, each local counterparty to the transaction.

25(2)                Each local counterparty to a transaction to which paragraph (1)(d) applies must keep a record of the written agreement referred to in paragraph (1)(d) for 7 years after the date on which the transaction expires or terminates.

 

25(3)                The records required to be maintained under subsection (2) must be

 

(a) kept in a safe location and in a durable form, and

 

(b) provided to the regulator within a reasonable time following request.

 

25(4)                No later than the end of the 5^th day after the day of execution of a transaction to which paragraph (1)(e) applies, each local counterparty to the transaction must submit to the regulator, in an electronic format, a document identifying both

 

(a) the unique transaction identifier assigned to the transaction by the recognized trade repository to which the local counterparty reported the transaction, and

 

(b) the unique transaction identifier assigned to the transaction by the recognized trade repository to which the other local counterparty reported the transaction.

 

Duty to report

26(1)                A reporting counterparty to a transaction involving a local counterparty must report, or cause to be reported, the data required to be reported under this Part to a designated trade repository.

 

26(2)                A reporting counterparty in respect of a transaction is responsible for ensuring that all reporting obligations in respect of that transaction have been fulfilled.

 

26(3)                A reporting counterparty may delegate its reporting obligations under this Rule, but remains responsible for ensuring the timely and accurate reporting of derivatives data required by this Rule.

 

26(4)                Despite subsection (1), if no designated trade repository accepts the data required to be reported by this Part, the reporting counterparty must electronically report the data required to be reported by this Part to the Commission.

 

26(5)                A reporting counterparty satisfies the reporting obligation in respect of a transaction required to be reported under subsection (1) if

 

(a) the transaction is required to be reported solely because a counterparty to the transaction is a local counterparty pursuant to paragraph (b) or (c) of the definition of "local counterparty",

 

(b) the transaction is reported to a designated trade repository pursuant to

 

(i) the securities legislation of a province of Canada other than Manitoba, or

 

(ii) the laws of a foreign jurisdiction listed in Appendix B; and

 

c) the reporting counterparty instructs the designated trade repository referred to in paragraph (b) to provide the Commission with access to the data that is reported pursuant to paragraph (b) and otherwise uses its best efforts to provide the Commission with access to such data

 

26(6)                A reporting counterparty must ensure that all reported derivatives data relating to a transaction

 

(a) is reported to the same designated trade repository or, if reported to the Commission under subsection (4), to the Commission, and,

 

(b) is accurate and contains no misrepresentation.

 

26(7)                A reporting counterparty must report an error or omission in the derivatives data as soon as technologically practicable upon discovery of the error or omission, and in no event later than the end of the business day following the day of discovery of the error or omission.

                                                                                                                       

26(8)                A local counterparty, other than the reporting counterparty, must notify the reporting counterparty of an error or omission with respect to derivatives data relating to a transaction to which it is a counterparty as soon as technologically practicable upon discovery of the error or omission, and in no event later than the end of the business day following the day of discovery of the error or omission.

 

26(9)                A recognized or exempt clearing agency must report derivatives data to the designated trade repository specified by a local counterparty and may not report derivatives data to another trade repository without the consent of the local counterparty where

 

(a) the reporting counterparty to a transaction is the recognized or exempt clearing agency, and

 

(b) the local counterparty to the transaction that is not a recognized or exempt clearing agency has specified a designated trade repository to which derivatives data in respect of that transaction is to be reported.

 

Identifiers, general

27                     A reporting counterparty must include the following in every report required by this Part:

 

(a) the legal entity identifier of each counterparty to the transaction as set out in section 28;

 

(b) the unique transaction identifier for the transaction as set out in section 29;

 

(c) the unique product identifier for the transaction as set out in section 30.

 

Legal entity identifiers

28(1)                A designated trade repository must identify each counterparty to a transaction that is required to be reported under this Rule in all recordkeeping and all reporting required under this Rule by means of a single legal entity identifier.

 

28(2)                Each of the following rules apply to legal entity identifiers

 

(a) a legal entity identifier must be a unique identification code assigned to a counterparty in accordance with the standards set by the Global Legal Entity Identifier System, and

 

(b) a local counterparty must comply with all applicable requirements imposed by the Global Legal Entity Identifier System.

 

28(3)                Despite subsection (2), if the Global Legal Entity Identifier System is unavailable to a counterparty to a transaction at the time when a report under this Rule is required to be made, all of the following rules apply

 

(a) each counterparty to the transaction must obtain a substitute legal entity identifier which complies with the standards established March 8, 2013 by the Legal Entity Identifier Regulatory Oversight Committee for pre-legal entity identifiers,

 

(b) a local counterparty must use the substitute legal entity identifier until a legal entity identifier is assigned to the counterparty in accordance with the standards set by the Global Legal Entity Identifier System as required under paragraph (2)(a), and

 

(c) after the holder of a substitute legal entity identifier is assigned a legal entity identifier in accordance with the standards set by the Global Legal Entity Identifier System as required under paragraph (2)(a), the local counterparty must ensure that it is identified only by the assigned legal entity identifier in all derivatives data reported pursuant to this Rule in respect of transactions to which it is a counterparty.

 

28(4)                If a counterparty to a transaction is an individual or is not eligible to receive a legal entity identifier as determined by the Global Legal Entity Identifier System, the reporting counterparty must identify such a counterparty with an alternate identifier.

 

28(5)                If subsection (4) applies, then despite subsection (1), the designated trade repository must identify such a counterparty with the alternate identifier supplied by the reporting counterparty.

 

28.1                  Each local counterparty to a transaction required to be reported under this Rule that is eligible to receive a legal entity identifier as determined by the Global Legal Entity Identifier System, other than an individual, must obtain, maintain and renew a legal entity identifier assigned to the counterparty in accordance with the standards set by the Global Legal Entity Identifier System

 

Unique transaction identifiers

29(1)                A designated trade repository must identify each transaction that is required to be reported under this Rule in all recordkeeping and all reporting required under this Rule by means of a unique transaction identifier. 

 

29(2)                A designated trade repository must assign a unique transaction identifier to a transaction, using its own methodology or incorporating a unique transaction identifier previously assigned to the transaction.

 

29(3)                A designated trade repository must not assign more than one unique transaction identifier to a transaction.

 

Unique product identifiers

30(1)                For the purposes of this section, a unique product identifier means a code that uniquely identifies a derivative and is assigned in accordance with international or industry standards.

 

30(2)                A reporting counterparty must identify each transaction that is required to be reported under this Rule in all recordkeeping and all reporting required under this Rule by means of a unique product identifier.

 

30(3)                A reporting counterparty must not assign more than one unique product identifier to a transaction.

 

30(4)                If international or industry standards for a unique product identifier are unavailable for a particular derivative when a report is required to be made to a designated trade repository under this Rule, a reporting counterparty must assign a unique product identifier to the transaction using its own methodology.

 

Creation data

31(1)                Upon execution of a transaction that is required to be reported under this Rule, a reporting counterparty must report the creation data relating to that transaction to a designated trade repository.

 

31(2)                A reporting counterparty in respect of a transaction must report creation data in real time.

 

31(3)                If it is not technologically practicable to report creation data in real time, a reporting counterparty must report creation data as soon as technologically practicable and in no event later than the end of the business day following the day on which the data would otherwise be required to be reported.

 

31(4)                Revoked.

 

Life-cycle event data

32(1)                For a transaction that is required to be reported under this Rule, the reporting counterparty must report all life-cycle event data to a designated trade repository by the end of the business day on which the life-cycle event occurs.

 

32(2)                If it is not technologically practicable to report life-cycle event data by the end of the business day on which the life-cycle event occurs, the reporting counterparty must report life-cycle event data no later than the end of the business day following the day on which the life-cycle event occurs.     

 

Valuation data

33(1)                For a transaction that is required to be reported under this Rule, a reporting counterparty must report valuation data, based on industry accepted valuation standards, to a designated trade repository

 

(a) daily, based on relevant closing market data from the previous business day, if the reporting counterparty is a derivatives dealer or a recognized or exempt clearing agency , or

 

(b) quarterly, as of the last day of each calendar quarter, if the reporting counterparty is not a derivatives dealer or a recognized or exempt clearing agency.

 

33(2)                Valuation data required to be reported pursuant to paragraph 1(b) must be reported to the designated trade repository no later than 30 days after the end of the calendar quarter.

 

Pre-existing transactions

34(1)                Despite section 31 and subject to subsection 43(5),  a reporting counterparty (as determined under subsection 25(1)) to a transaction required to be reported under subsection 26(1) is required to report only the creation data indicated in the column in Appendix A entitled "Required for Pre-existing Transactions" on or before April 30, 2015 if

 

(a) the reporting counterparty is a derivatives dealer or a recognized or exempt clearing agency,

 

(b) the transaction was entered into before October 31, 2014, and

 

(c) there were outstanding contractual obligations with respect to the transaction on October 31, 2014.

 

34(1.1)  Despite section 31 and subject to subsection 43(6),  a reporting counterparty (as determined under subsection 25(1)) to a transaction required to be reported under subsection 26(1) is required to report only the creation data indicated in the column in Appendix A entitled "Required for Pre-existing Transactions" on or before December 31, 2015 if

 

(a) the reporting counterparty is neither a derivatives dealer nor a recognized or exempt clearing agency,

 

(b) the transaction was entered into before June 30, 2015, and

 

(c) there were outstanding contractual obligations with respect to the transaction on June 30, 2015.

 

34(2)                Despite section 32, for a transaction to which subsection (1) or (1.1) applies, a reporting counterparty’s obligation to report life-cycle event data under section 32 commences only after it has reported creation data in accordance with subsection (1) or (1.1).

 

34(3)                Despite section 33, for a transaction to which subsection (1) or (1.1) applies, a reporting counterparty’s obligation to report valuation data under section 33 commences only after it has reported creation data in accordance with subsection (1) or (1.1).

 

Timing requirements for reporting data to another designated trade repository

35                     Despite the data reporting timing requirements in sections 31, 32, 33 and 34, where a designated trade repository ceases operations or stops accepting derivatives data for a certain asset class of derivatives, the reporting counterparty may fulfill its reporting obligations under this Rule by reporting the derivatives data to another designated trade repository, or the Commission if there is not an available designated trade repository, within a reasonable period of time.

 

Records of data reported

36(1)                A reporting counterparty must keep transaction records for the life of each transaction and for a further 7 years after the date on which the transaction expires or terminates.

 

36(2)                A reporting counterparty must keep records referred to in subsection (1) in a safe location and in a durable form.

 

 

PART 4 – DATA DISSEMINATION AND ACCESS TO DATA

 

 

Data available to regulators

37(1)                A designated trade repository must, at no cost

 

(a) provide to the Commission direct, continuous and timely electronic access to such data in the designated trade repository’s possession as is required by the Commission in order to carry out the Commission’s mandate,

 

(b) accept and promptly fulfil any data requests from the Commission in order to carry out the Commission’s mandate,

 

(c) create and make available to the Commission aggregate data derived from data in the designated trade repository’s possession as required by the Commission in order to carry out the Commission’s mandate, and

 

(d) disclose to the Commission the manner in which the derivatives data provided under paragraph (c) has been aggregated.        

 

37(2)                A designated trade repository must conform to internationally accepted regulatory access standards applicable to trade repositories.

 

37(3)                A reporting counterparty must use its best efforts to provide the Commission with access to all derivatives data that it is required to report pursuant to this Rule, including instructing a trade repository to provide the Commission with access to such data.

 

Data available to counterparties

38(1)                A designated trade repository must provide counterparties to a transaction with timely access to all derivatives data relevant to that transaction which is submitted to the designated trade repository.

38(2)                A designated trade repository must have appropriate verification and authorization procedures in place to deal with access pursuant to subsection (1) by non-reporting counterparties or a party acting on behalf of a non-reporting counterparty.

 

38(3)                Each counterparty to a transaction is deemed to have consented to the release of all derivatives data required to be reported or disclosed under this Rule.

 

38(4)                Subsection (3) applies despite any agreement to the contrary between the counterparties to a transaction.

 

Data available to public

39(1)                A designated trade repository must, on a periodic basis, create and make available to the public, at no cost, aggregate data on open positions, volume, number and, where applicable, price, relating to the transactions reported to it pursuant to this Rule.

 

39(2)                The periodic aggregate data made available to the public pursuant to subsection (1) must be complemented at a minimum by breakdowns, where applicable, by currency of denomination, geographic location of reference entity or asset, asset class, contract type, maturity and whether the transaction is cleared.

 

39(3)                For each transaction reported pursuant to this Rule, a designated trade repository must make transaction level reports available to the public at no cost, in accordance with the requirements in Appendix C.

 

39(4)                In disclosing transaction level reports required by subsection (3), a designated trade repository must not disclose the identity of either counterparty to the transaction.

 

39(5)                A designated trade repository must make the data required to be made available to the public under this section available in a usable form through a publicly accessible website or other publicly accessible technology or medium.

 

39(6)                Despite subsections (1) to (5), a designated trade repository is not required to make public any derivatives data for transactions entered into between affiliated companies as defined under subsection 1(2) of the Act.

 

 

PART 5 – EXCLUSIONS

 

 

40                     Despite any other section of this Rule, a local counterparty is under no obligation to report derivatives data for a transaction if,

 

(a) the transaction relates to a derivative the asset class of which is a commodity other than cash or currency,

 

(b) the local counterparty is not a derivatives dealer or a reporting clearing agency or a Canadian Financial Institution, and

 

(c) the local counterparty has less than $500,000 aggregate notional value, without netting, under all its outstanding transactions at the time of the transaction including the additional notional value related to that transaction.

 

41                     Despite any other section of this Rule, a reporting counterparty is under no obligation to report derivatives data in relation to a transaction if it is entered into between

 

(a) Her Majesty in right of Manitoba, and

 

(b) an Manitoba crown corporation or crown agency that forms part of a consolidated entity with Her Majesty in right of Manitoba for accounting purposes.

 

 

PART 6 – EXEMPTIONS

 

 

42                     A Director may grant an exemption to this Rule, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

 

 

PART 7 – EFFECTIVE DATE

 

 

Effective date

43(1)                Parts 1, 2, 4, and 6 come into force on December 31, 2013.

 

43(2)                Despite subsection (1), subsection 39(3) does not apply until January 16, 2017.

 

43(3)                Parts 3 and 5 come into force October 31, 2014.

 

43(4)                Despite subsection (3), Part 3 does not apply so as to require a reporting counterparty that is not a derivatives dealer or a recognized or exempt clearing agency to make any reports under that Part until June 30, 2015.

 

43(5)                Despite subsection (3) and section 34, Part 3 does not apply to a transaction entered into before October 31, 2014 that expires or terminates on or before April 30, 2015 if the reporting counterparty to the transaction is a derivatives dealer or a recognized or exempt clearing agency.

 

43(6)                Despite subsection (3) and section 34, Part 3 does not apply to a transaction entered into before June 30, 2015 that expires or terminates on or before December 31, 2015 if the reporting counterparty to the transaction is neither a derivatives dealer nor a recognized or exempt clearing agency.

Appendix A to MSC Rule 91-507 – Trade Repositories and Derivatives Data Reporting
Minimum Data Fields Required to be Reported to a Designated Trade Repository

 

Instructions:

 

The reporting counterparty is required to provide a response for each of the fields unless the field is not applicable to the transaction.

 

Data field	Description	Required for Pre-existing Transactions
Transaction identifier	The unique transaction identifier as provided by the designated trade repository or the identifier as identified by the two counterparties, electronic trading venue of execution or clearing agency.	Y
Master agreement type	The type of master agreement, if used for the reported transaction.	N
Master agreement version	Date of the master agreement version (e.g., 2002, 2006).	N
Cleared	Indicate whether the transaction has been cleared by a clearing agency.	Y
Intent to Clear	Indicate whether the transaction will be cleared by a clearing agency.	N
Clearing agency	LEI of the clearing agency where the transaction is or will be cleared.	Y
Clearing member	LEI of the clearing member, if the clearing member is not a counterparty.	N
Clearing exemption	Indicate whether one or more of the counterparties to the transaction are exempted from a mandatory clearing requirement.	N
Broker/Clearing intermediary	LEI of the broker acting as an intermediary for the reporting counterparty without becoming a counterparty.	N
Electronic trading venue identifier	LEI of the electronic trading venue where the transaction was executed.	Y
Inter-affiliate	Indicate whether the transaction is between two affiliated entities. (This field is only required to be reported as of April 30, 2015.)	N
Collateralization	Indicate whether the transaction is collateralized. Field Values: •       Fully (initial and variation margin required to be posted by both parties), •       Partially (variation only required to be posted by both parties), •       One-way (one party will be required to post some form of collateral), •       Uncollateralized.	N
Identifier of reporting counterparty	LEI of the reporting counterparty or, in the case of an individual or counterparty that is not eligible to receive an LEI, an alternate identifier.	Y
Identifier of non-reporting counterparty	LEI of the non-reporting counterparty or, in the case of an individual or counterparty that is not eligible to receive an LEI, its alternate identifier.	Y
Counterparty side	Indicate whether the reporting counterparty was the buyer or seller. In the case of swaps, other than credit default, the buyer will represent the payer of leg 1 and the seller will be the payer of leg 2.	Y
Identifier of agent reporting the transaction	LEI of the agent reporting the transaction if reporting of the transaction has been delegated by the reporting counterparty.	N
Jurisdiction of reporting counterparty	If the reporting counterparty is a local counterparty under this Rule or the derivatives data reporting rules of Ontario or Quebec, or is a local counterparty under paragraph (a) or (c) of the definition of local counterparty in the derivatives data reporting rules of any other jurisdiction  of Canada, indicate all  such jurisdictions.	N
Jurisdiction of non-reporting counterparty	If the non-reporting counterparty is a local counterparty under this Rule or the derivatives data reporting rules of Ontario or Quebec, or is a local counterparty under paragraph (a) or (c) of the definition of local counterparty in the derivatives data reporting rules of any other jurisdiction  of Canada, indicate all  such jurisdictions.	N
Common Data
Unique product identifier	Unique product identification code based on the taxonomy of the product.	N
Contract or instrument type	The name of the contract or instrument type (e.g., swap, swaption, forwards, options, basis swap, index swap, basket swap, other).	Y
Underlying asset identifier 1	The unique identifier of the asset referenced in the transaction.	Y
Underlying asset identifier 2	The unique identifier of the second asset referenced in the transaction, if more than one. If more than two assets identified in the transaction, report the unique identifiers for those additional underlying assets.	Y
Asset class	Major asset class of the product (e.g., interest rate, credit, commodity, foreign exchange, equity, etc.).	N
Effective date or start date	The date the transaction becomes effective or starts.	Y
Maturity, termination or end date	The date the transaction expires.	Y
Payment frequency or dates	The dates or frequency the transaction requires payments to be made (e.g., quarterly, monthly).	Y
Reset frequency or dates	The dates or frequency at which the price resets (e.g., quarterly, semi-annually, annually).	Y
Day count convention	Factor used to calculate the payments (e.g., 30/360, actual/360).	Y
Delivery type	Indicate whether transaction is settled physically or in cash.	Y
Price 1	The price, yield, spread, coupon, etc., of the derivative. The price/rate should not include any premiums such as commissions, collateral premiums, accrued interest, etc.	Y
Price 2	The price, yield, spread, coupon, etc., of the derivative. The price/rate should not include any premiums such as commissions, collateral premiums, accrued interest, etc.	Y
Price notation type 1	The manner in which the price is expressed (e.g., percent, basis points, etc.).	Y
Price notation type 2	The manner in which the price is expressed (e.g., percent, basis points, etc.).	Y
Price multiplier	The number of units of the underlying reference entity represented by 1 unit of the transaction.	N
Notional amount leg 1	Total notional amount(s) of leg 1 of the transaction.	Y
Notional amount leg 2	Total notional amount(s) of leg 2 of the transaction.	Y
Currency leg 1	Currency(ies) of leg 1.	Y
Currency leg 2	Currency(ies) of leg 2.	Y
Settlement currency	The currency used to determine the cash settlement amount.	Y
Up-front payment	Amount of any up-front payment.	N
Currency or currencies of up-front payment	The currency in which any up-front payment is made by one counterparty to another.	N
Embedded option	Indicate whether the option is an embedded option.	N
B. Additional Asset Information
i)            Interest rate derivatives
Fixed rate leg 1	The rate used to determine the payment amount for leg 1 of the transaction.	Y
Fixed rate leg 2	The rate used to determine the payment amount for leg 2 of the transaction.	Y
Floating rate leg 1	The floating rate used to determine the payment amount for leg 1 of the transaction.	Y
Floating rate leg 2	The floating rate used to determine the payment amount for leg 2 of the transaction.	Y
Fixed rate day count convention	Factor used to calculate the fixed payer payments (e.g., 30/360, actual/360).	Y
Fixed leg payment frequency or dates	Frequency or dates of payments for the fixed rate leg of the transaction (e.g., quarterly, semi-annually, annually).	Y
Floating leg payment frequency or dates	Frequency or dates of payments for the floating rate leg of the transaction (e.g., quarterly, semi-annually, annually).	Y
Floating rate reset frequency or dates	The dates or frequency at which the floating leg of the transaction resets (e.g., quarterly, semi-annually, annually).	Y
ii)          Currency derivatives
Exchange rate	Contractual rate(s) of exchange of the currencies.	Y
iii)         Commodity derivatives
Sub-asset class	Specific information to identify the type of commodity derivative (e.g., Agriculture, Power, Oil, Natural Gas, Freights, Metals, Index, Environmental, Exotic).	Y
Quantity	Total quantity in the unit of measure of an underlying commodity.	Y
Unit of measure	Unit of measure for the quantity of each side of the transaction (e.g., barrels, bushels, etc.).	Y
Grade	Grade of product being delivered (e.g., grade of oil).	Y
Delivery point	The delivery location.	N
Load type	For power, load profile for the delivery.	Y
Transmission days	For power, the delivery days of the week.	Y
Transmission duration	For power, the hours of day transmission starts and ends.	Y
C. Options
Option exercise date	The date(s) on which the option may be exercised.	Y
Option premium	Fixed premium paid by the buyer to the seller.	Y
Strike price (cap/floor rate)	The strike price of the option.	Y
Option style	Indicate whether the option can be exercised on a fixed date or anytime during the life of the transaction (e.g., American, European, Bermudan, Asian).	Y
Option type	Put/call.	Y
D. Event Data
Action	Describes the type of event to the transaction (e.g., new transaction, modification or cancellation of existing transaction, etc.).	N
Execution timestamp	The time and date of execution or novation of a transaction, expressed using Coordinated Universal Time (UTC).	Y (If available)
Post-transaction events	Indicate whether the transaction resulted from a post-transaction service(e.g. compression reconciliation, etc.) or from a lifecycle event (e.g. novation, amendment, etc.).	N
Reporting timestamp	The time and date the transaction was submitted to the trade repository, expressed using UTC.	N
E. Valuation data
Value of transaction calculated by the reporting counterparty	Mark-to-market valuation of the transaction, or mark-to-model valuation.	N
Valuation currency	Indicate the currency used when reporting the value of the transaction.	N
Valuation date	Date of the latest mark-to-market or mark-to-model valuation.	N
F. Other details	Where the terms of the transaction cannot be effectively reported in the above prescribed fields, provide any additional information that may be necessary.	Y

 

Appendix B to MSC Rule 91-507 – Trade Repositories and Derivatives Data Reporting
Equivalent Trade Reporting Laws of Foreign Jurisdictions

Subject to Deemed Compliance Pursuant to Subsection 26(5)

 

The Commission has determined that the laws and regulations of the following jurisdictions outside of Ontario are equivalent for the purposes of the deemed compliance provision in subsection 26(5).

 

Jurisdiction	Law, Regulation and/or Instrument
United States of America	CFTC Real-Time Public Reporting of Swap Transaction Data, 17 C.F.R. pt. 43 (2013).   CFTC Swap Data Recordkeeping and Reporting Requirements, 17 C.F.R. pt. 45 (2013).   CFTC Swap Data Recordkeeping and Reporting Requirements: Pre-Enactment and Transition Swaps, 17 C.F.R. pt. 46 (2013).
European Union	Regulation (EU) 648/2012 of the European Parliament and Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories. Commission Delegated Regulation (EU) No 148/2013 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 on the minimum details of the data to be reported to trade repositories. Commission Delegated Regulation (EU) No 151/2013 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 data to be published and made available by trade repositories and operational standards for aggregating, comparing and accessing the data. Commission Implementing Regulation (EU) No 1247/2012 of 19 December 2012 laying down implementing technical standards with regard to the format and frequency of trade reports to trade repositories according to Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories.

 

 

Appendix C to MSC Rule 91-507 – Trade Repositories and Derivatives Data Reporting

Requirements for the public dissemination of transaction level data

 

Instructions:

 

1.  A designated trade repository is required to disseminate to the public at no cost the information contained in Table 1 for each of the Asset Classes and Underlying Asset Identifiers listed in Table 2 for:

a) a transaction reported to the designated trade repository pursuant to the Rule;

b) a lifecycle event that changes the pricing of an existing derivative reported to the designated trade repository pursuant to the Rule;

c) a cancellation or correction of previously disseminated data relating to a transaction referred to in paragraph (a) or lifecycle event listed in paragraph (b).

 

Table 1

 

 

 

Table 2

 

 

Exclusions:

 

2. Notwithstanding item 1, each of the following is excluded from the requirement to be publically disseminated:

a) a transaction in a derivative that requires the exchange of more than one currency;

b) a transaction resulting from a bilateral or multilateral portfolio compression exercise;

c) a transaction resulting from novation by a recognized or exempt clearing agency.

 

Rounding:

 

3. A designated trade repository must round the notional amount of a transaction for which it disseminates transaction level data pursuant to this Rule and this Appendix in accordance with the rounding conventions contained in Table 3.

 

Table 3

 

 

 

Capping:

 

4. Where the rounded notional amount of a transaction, as set out in Table 3,  would exceed the capped rounded notional amount in CAD of that transaction as set out in Table 4, a designated trade repository must disseminate the capped rounded notional amount for the transaction in place of the Rounded Notional Amount.  

 

5. When disseminating transaction level data according to this Rule and this Appendix, for a transaction to which item 4 applies, a designated trade repository must indicate that the notional amount for a transaction has been capped.

 

6.  For each transaction for which the capped rounded notional amount is disseminated, if the information to be disseminated includes an option premium, a designated trade repository must adjust the option premium in a manner that is consistent and proportionate relative to the capping and rounding of the reported notional amount of the transaction.    

 

 

Table 4

 

 

Timing:

 

7. A designated trade repository must disseminate the information contained in Table 1 48 hours after the time and date represented by the execution timestamp field of the transaction.

 

 

 

FORM 91-507F1

MSC RULE 91-507 – TRADE REPOSITORIES AND DERIVATIVES DATA REPORTING

 

APPLICATION FOR DESIGNATION

TRADE REPOSITORY

INFORMATION STATEMENT

 

 

Filer:                  TRADE REPOSITORY     

 

Type of Filing:                           INITIAL                               AMENDMENT

 

1.         Full name of trade repository:                                                                                                     

 

2.         Name(s) under which business is conducted, if different from item 1:                                             

 

3.         If this filing makes a name change on behalf of the trade repository in respect of the name set out in item 1 or item 2, enter the previous name and the new name.

 

            Previous name:  ­                                                                                                                       

 

            New name:                                                                                                                               

 

4.         Head office                                                                                                                               

 

            Address:                                                                                                                                   

 

            Telephone:                                                                    

 

            Facsimile:                                                                     

 

5.         Mailing address (if different):                                                                                                     

 

6.         Other offices                                                                                                                             

 

            Address:                                                                                                                                   

 

            Telephone:                                                                    

 

            Facsimile:                                                                     

 

7.         Website address:                                                                                                                        

 

8.         Contact employee                                                                                                                      

 

            Name and title:                                                                                                                         

 

            Telephone number:                                                        

 

            Facsimile:                                                                     

 

            E-mail address:                                                            

9.         Counsel            

 

            Firm name:                                                                                                                               

 

            Contact name:                                                                                                                           

 

            Telephone number:                                                        

 

            Facsimile:                                                                     

 

            E-mail address:                                                             

 

10.        Canadian counsel (if applicable)

 

            Firm name:                                                                                                                               

 

            Contact name:                                                                                                                           

 

            Telephone number:                                                        

 

            Facsimile:                                                                     

 

            E-mail address:                                                             

 

EXHIBITS

 

File all Exhibits with the Filing. For each Exhibit, include the name of the trade repository, the date of filing of the Exhibit and the date as of which the information is accurate (if different from the date of the filing). If any Exhibit required is inapplicable, a statement to that effect shall be furnished instead of such Exhibit.

 

Except as provided below, if the filer files an amendment to the information provided in its Filing and the information relates to an Exhibit filed with the Filing or a subsequent amendment, the filer must, in order to comply with section 3 of MSC Rule 91-507 Trade Repositories and Derivatives Data Reporting (the “TR Rule”), provide a description of the change, the expected date of the implementation of the change, and file a complete and updated Exhibit. The filer must provide a clean and blacklined version showing changes from the previous filing.

 

If the filer has otherwise filed the information required by the previous paragraph pursuant to section 17 of the TR Rule, it is not required to file the information again as an amendment to an Exhibit. However, if supplementary material relating to a filed rule is contained in an Exhibit, an amendment to the Exhibit must also be filed.

 

Exhibit A – Corporate Governance

 

1.         Legal status:

 

                    Corporation

 

                    Partnership

 

                    Other (specify):

 

 

2.         Indicate the following:

 

1.         Date (DD/MM/YYYY) of formation.

 

2.         Place of formation.

 

3.         Statute under which trade repository was organized.

 

4.         Regulatory status in other jurisdictions.

 

3.         Provide a copy of the constating documents (including corporate by-laws), shareholder agreements, partnership agreements and other similar documents, and all subsequent amendments.

 

4.         Provide the policies and procedures to address potential conflicts of interest arising from the operation of the trade repository or the services it provides, including those related to the commercial interest of the trade repository, the interests of its owners and its operators, the responsibilities and sound functioning of the trade repository, and those between the operations of the trade repository and its regulatory responsibilities.

 

5.         An applicant that is located outside of Manitoba that is applying for designation as a trade repository under section 31.6 of the Act must additionally provide the following:

 

1.         An opinion of legal counsel that, as a matter of law the applicant has the power and authority to provide the Commission with prompt access to the applicant’s books and records and submit to onsite inspection and examination by the Commission, and

 

2.         A completed Form 91-507F2, Submission to Jurisdiction and Appointment of Agent for Service.

 

Exhibit B – Ownership

 

A list of the registered or beneficial holders of securities of, partnership interests in, or other ownership interests in, the trade repository. For each of the persons listed in the Exhibit, please provide the following:

 

1.         Name.

 

2.         Principal business or occupation and title.

 

3.         Ownership interest.

 

4.         Nature of the ownership interest, including a description of the type of security, partnership interest or other ownership interest.

 

In the case of a trade repository that is publicly traded, if the trade repository is a corporation, please only provide a list of each shareholder that directly owns five percent or more of a class of a security with voting rights.

 

Exhibit C – Organization

 

1.         A list of partners, officers, governors, and members of the board of directors and any standing committees of the board, or persons performing similar functions, who presently hold or have held their offices or positions during the previous year, indicating the following for each:

 

1.         Name.

 

2.         Principal business or occupation and title.

 

3.         Dates of commencement and expiry of present term of office or position.

 

4.         Type of business in which each is primarily engaged and current employer.

 

5.         Type of business in which each was primarily engaged in the preceding five years, if different from that set out in item 4.

 

6.         Whether the person is considered to be an independent director.

 

2.         A list of the committees of the board, including their mandates.

 

3.         The name of the trade repository’s Chief Compliance Officer.

 

Exhibit D – Affiliates

 

1.         For each affiliated entity of the trade repository provide the name and head office address and describe the principal business of the affiliate.

 

2.         For each affiliated entity of the trade repository

 

(i)         to which the trade repository has outsourced any of its key services or systems described in Exhibit E – Operations of the Trade Repository, including business recordkeeping, recordkeeping of trade data, trade data reporting, trade data comparison, data feed, or

 

(ii)        with which the trade repository has any other material business relationship, including loans, cross-guarantees, etc.,

 

provide the following information:

 

1.         Name and address of the affiliate.

 

2.         The name and title of the directors and officers, or persons performing similar functions, of the affiliate.

 

3.         A description of the nature and extent of the contractual and other agreements with the trade repository, and the roles and responsibilities of the affiliate under the arrangement.

 

4.         A copy of each material contract relating to any outsourced functions or other material relationship.

 

5.         Copies of constating documents (including corporate by-laws), shareholder agreements, partnership agreements and other similar documents.

 

6.         For the latest financial year of any affiliated entity that has any outstanding loans or cross-guarantee arrangements with the trade repository, financial statements, which may be unaudited, prepared in accordance with:

 

a.          Canadian GAAP applicable to publicly accountable enterprises;

 

b.         IFRS; or

 

c.          U.S. GAAP where the affiliated entity is incorporated or organized under the laws of the U.S.

 

Exhibit E – Operations of the Trade Repository

 

Describe in detail the manner of operation of the trade repository and its associated functions. This should include, but not be limited to, a description of the following:

 

1.         The structure of the trade repository.

 

2.         Means of access by the trade repository’s participants and, if applicable, their clients to the trade repository’s facilities and services.

 

3.         The hours of operation.

 

4.         A description of the facilities and services offered by the trade repository including, but not limited to, collection and maintenance of derivatives data.

 

5.         A list of the types of derivatives instruments for which data recordkeeping is offered, including, but not limited to, a description of the features and characteristics of the instruments.

 

6.         Procedures regarding the entry, display and reporting of derivatives data.

 

7.         Description of recordkeeping procedures that ensure derivatives data is recorded accurately, completely and on a timely basis.

 

8.         The safeguards and procedures to protect derivatives data of the trade repository’s participants, including required policies and procedures reasonably designed to protect the privacy and confidentiality of the data.

 

9.         Training provided to participants and a copy of any materials provided with respect to systems and rules and other requirements of the trade repository.

 

10.        Steps taken to ensure that the trade repository’s participants have knowledge of and comply with the requirements of the trade repository.

 

11.        A description of the trade repository’s risk management framework for comprehensively managing risks including business, legal, and operational risks.

 

The filer must provide all policies, procedures and manuals related to the operation of the trade repository.

 

Exhibit F – Outsourcing

 

Where the trade repository has outsourced the operation of key services or systems described in Exhibit E – Operations of the Trade Repository to an arms-length third party, including any function associated with the collection and maintenance of derivatives data, provide the following information:

 

1.         Name and address of person or company (including any affiliates of the trade repository) to which the function has been outsourced.

 

2.         A description of the nature and extent of the contractual or other agreement with the trade repository and the roles and responsibilities of the arms-length party under the arrangement.

 

3.         A copy of each material contract relating to any outsourced function.

 

Exhibit G – Systems and Contingency Planning

 

For each of the systems for collecting and maintaining reports of derivatives data, describe:

 

1.         Current and future capacity estimates.

 

2.         Procedures for reviewing system capacity.

 

3.         Procedures for reviewing system security.

 

4.         Procedures to conduct stress tests.

 

5.         A description of the filer’s business continuity and disaster recovery plans, including any relevant documentation.

 

6.         Procedures to test business continuity and disaster recovery plans.

 

7.         The list of data to be reported by all types of participants.

 

8.         A description of the data format or formats that will be available to the Commission and other persons receiving trade reporting data.

 

Exhibit H – Access to Services

 

1.         A complete set of all forms, agreements or other materials pertaining to access to the services of the trade repository described in Exhibit E.4.

 

2.         Describe the types of trade repository participants.

 

3.         Describe the trade repository’s criteria for access to the services of the trade repository.

 

4.         Describe any differences in access to the services offered by the trade repository to different groups or types of participants.

 

5.         Describe conditions under which the trade repository’s participants may be subject to suspension or termination with regard to access to the services of the trade repository.

 

6.         Describe any procedures that will be involved in the suspension or termination of a participant.

 

7.         Describe the trade repository’s arrangements for permitting clients of participants to have access to the trade repository. Provide a copy of any agreements or documentation relating to these arrangements.

 

Exhibit I – Fees

 

A description of the fee model and all fees charged by the trade repository, or by a party to which services have been directly or indirectly outsourced, including, but not limited to, fees relating to access and the collection and maintenance of derivatives data, how such fees are set, and any fee rebates or discounts and how the rebates and discounts are set.

 

CERTIFICATE OF TRADE REPOSITORY

 

The undersigned certifies that the information given in this report is true and correct.

 

DATED at ____________ this ________ day of _________________, 20____

 

 

________________________________________________________

(Name of trade repository)

 

 

________________________________________________________

(Name of director, officer or partner – please type or print)

 

 

________________________________________________________

(Signature of director, officer or partner)

 

 

________________________________________________________

(Official capacity – please type or print)

 

IF APPLICABLE, ADDITIONAL CERTIFICATE

OF TRADE REPOSITORY THAT IS LOCATED OUTSIDE OF MANITOBA

 

The undersigned certifies that

 

(a)        it will provide the Commission with access to its books and records and will submit to onsite inspection and examination by the Commission;

 

(b)        as a matter of law, it has the power and authority to

 

i.          provide the Commission with access to its books and records, and

 

ii.         submit to onsite inspection and examination by the Commission.

 

DATED at ____________ this ________ day of _________________, 20____

 

 

________________________________________________________

(Name of trade repository)

 

 

________________________________________________________

(Name of director, officer or partner – please type or print)

 

 

________________________________________________________

(Signature of director, officer or partner)

 

 

________________________________________________________

(Official capacity – please type or print)

 

 

FORM 91-507F2

MSC RULE 91-507 – TRADE REPOSITORIES AND DERIVATIVES DATA REPORTING

 

TRADE REPOSITORY SUBMISSION TO

JURISDICTION AND APPOINTMENT OF

AGENT FOR SERVICE OF PROCESS

 

1.         Name of trade repository (the “Trade Repository”):

________________________________________                                                                                      ___________________________________________                                                        

2.         Jurisdiction of incorporation, or equivalent, of Trade Repository:

________________________________________                                                                                      ___________________________________________                                                        

3.         Address of principal place of business of Trade Repository:

________________________________________                                                                                      ___________________________________________                                                        

4.         Name of the agent for service of process for the Trade Repository (the “Agent”):

________________________________________                                                                                      ___________________________________________                                                        

5.         Address of Agent for service of process in Manitoba:

________________________________________                                                                                      ___________________________________________                                                        

 

6.         The Trade Repository designates and appoints the Agent as its agent upon whom may be served a notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding arising out of or relating to or concerning the activities of the Trade Repository in Manitoba. The Trade Repository hereby irrevocably waives any right to challenge service upon its Agent as not binding upon the Trade Repository.

 

7.         The Trade Repository agrees to unconditionally and irrevocably attorn to the non-exclusive jurisdiction of (i) the courts and administrative tribunals of Manitoba and (ii) any proceeding in any province or territory arising out of, related to, concerning or in any other manner connected with the regulation and oversight of the activities of the Trade Repository in Ontario.

 

8.         The Trade Repository shall file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before the Trade Repository ceases to be designated or exempted by the Commission, to be in effect for six years from the date it ceases to be designated or exempted unless otherwise amended in accordance with section 9.

 

9.         Until six years after it has ceased to be a designated or exempted by the Commission from the recognition requirement under subsection 31.6 of the Act, the Trade Repository shall file an amended submission to jurisdiction and appointment of agent for service of process at least 30 days before any change in the name or above address of the Agent.

 

10.        This submission to jurisdiction and appointment of agent for service of process shall be governed by and construed in accordance with the laws of Manitoba.

 

Dated: _________________________________

_______________________________________

Signature of the Trade Repository

_______________________________________

Print name and title of signing

officer of the Trade Repository

AGENT

 

CONSENT TO ACT AS AGENT FOR SERVICE

 

I, ________________________               ______________ (name of Agent in full; if Corporation, full Corporate name) of __________________________________________(business address), hereby accept the appointment as agent for service of process of ______________________________________(insert name of Trade Repository) and hereby consent to act as agent for service pursuant to the terms of the appointment executed by _________________   _____________________ (insert name of Trade Repository) on ______________________________________ (insert date).

 

Dated: ________________________________                                                                                                                                                                                                           ____________                                                                                                                                     ___________

Signature of Agent

 

                                                                                       _____________________                                           

Print name of person signing and, if

Agent is not an individual, the title

of the person

 

 

FORM 91-507F3

MSC RULE 91-507 – TRADE REPOSITORIES AND DERIVATIVES DATA REPORTING

 

CESSATION OF OPERATIONS REPORT FOR TRADE REPOSITORY

 

1.         Identification: 

 

A.         Full name of the designated trade repository:

 

B.         Name(s) under which business is conducted, if different from item 1A:

 

2.         Date designated trade repository proposes to cease carrying on business as a trade repository:

 

3.         If cessation of business was involuntary, date trade repository has ceased to carry on business as a trade repository:

 

Exhibits

 

File all Exhibits with the Cessation of Operations Report. For each exhibit, include the name of the trade repository, the date of filing of the exhibit and the date as of which the information is accurate (if different from the date of the filing). If any Exhibit required is inapplicable, a statement to that effect shall be furnished instead of such Exhibit. 

 

Exhibit A

 

The reasons for the designated trade repository ceasing to carry on business as a trade repository. 

 

Exhibit B

 

A list of all derivatives instruments for which data recordkeeping is offered during the last 30 days prior to ceasing business as a trade repository. 

 

Exhibit C

 

A list of all participants who are counterparties to a transaction whose derivatives data is required to be reported pursuant to MSC Rule 91-507 – Trade Repositories and Derivatives Data Reporting and for whom the trade repository provided services during the last 30 days prior to ceasing business as a trade repository.

 

 

 

CERTIFICATE OF TRADE REPOSITORY

 

The undersigned certifies that the information given in this report is true and correct. 

 

DATED at ____________ this ____________ day of _____________________ 20 _____

 

____________________                                                
(Name of trade repository)

 

_______________________                                           
(Name of director, officer or partner – please type or print)

 

_______________________                                           
(Signature of director, officer or partner)

           

______                          _______________                     
(Official capacity – please type or print)