Unofficial Consolidation: National Instrument 24-102 Clearing Agency Requirements

Unofficial Consolidation: National Instrument 24-102 Clearing Agency Requirements

Unofficial Consolidation

Ontario Securities Commission

National Instrument 24-102

Unofficial consolidation current to 2020-06-19.

This document is not an official statement of law or policy and should be used for reference purposes only.

Any forms referenced in this document are available separately on the Ontario Securities Commission website.

National Instrument 24-102
CLEARING AGENCY REQUIREMENTS

Contents

Part 1 Definitions, Interpretation and Application

Definitions

Interpretation - Affiliated Entity, Controlled Entity and Subsidiary Entity

Interpretation – meaning of affiliate for the purposes of the PFMI principles

Interpretation – Clearing Agency

Application

Part 2 Clearing Agency Recognition or Exemption from Recognition

Application and Initial Filing of Information

Significant Changes, Fee Changes and Other Changes in Information

Ceasing to Carry on Business

Filing of Initial Audited Financial Statements

Filing of Annual Audited and Interim Financial Statements

Part 3 PFMI Principles Applicable to Recognized Clearing Agencies

PFMI Principles

Part 4 Other Requirements of Recognized Clearing Agencies

Board of Directors

Documented Procedures Regarding Risk Spill-overs

Chief Risk Officer and Chief Compliance Officer

Board or Advisory Committees

Use of Own Capital

Systems Requirements

Auxiliary systems

Systems Reviews

Clearing Agency Technology Requirements and Testing Facilities

Testing of Business Continuity Plans

Outsourcing

Access Requirements and Due Process

Part 5 Books and Records and Legal Entity Identifier

Books and Records

Legal Entity Identifier

Part 6 Exemptions

Exemption

Part 7 Effective Date and Transition

Effective Date and Transition

 

 

Part 1
Definitions, Interpretation and Application

Definitions

1.1         In this Instrument

"accounting principles" means accounting principles as defined in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards;

"auditing standards" means auditing standards as defined in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards;

"board of directors" means, in the case of a recognized clearing agency that does not have a board of directors, a group of individuals that acts for the clearing agency in a capacity similar to a board of directors;

"central counterparty" means a person or company that interposes itself between the counterparties to securities or derivatives transactions in one or more financial markets, acting functionally as the buyer to every seller and the seller to every buyer or the counterparty to every party;

"central securities depository" means a person or company that provides centralized facilities as a depository of securities, including securities accounts, central safekeeping services and asset services, which may include the administration of corporate actions and redemptions;

"exempt clearing agency" means a clearing agency that has been granted a decision of the securities regulatory authority pursuant to securities legislation exempting it from the requirement in such legislation to be recognized by the securities regulatory authority as a clearing agency;

"link" means, in relation to a clearing agency, contractual and operational arrangements that directly or indirectly through an intermediary connect the clearing agency and one or more other systems for the clearing, settlement or recording of securities or derivatives transactions;

"participant" means a person or company that has entered into an agreement with a clearing agency to access the services of the clearing agency and is bound by the clearing agency's rules and procedures;

"PFMI Disclosure Framework Document" means a disclosure document completed substantially in the form of Annex A: FMI disclosure template of the December 2012 report Principles for financial market infrastructures: Disclosure framework and Assessment methodology published by the Committee on Payments and Market Infrastructures and the International Organization of Securities Commissions, as amended, supplemented or superseded from time to time, or a similar disclosure document required to be completed regularly and disclosed publicly by a clearing agency in accordance with the regulatory requirements of a foreign jurisdiction in which the clearing agency is located;

"PFMI Principle" means a principle, including applicable key considerations, in the April 2012 report Principles for financial market infrastructures published by the Committee on Payments and Market Infrastructures and the International Organization of Securities Commissions, as amended from time to time;

"publicly accountable enterprise" means a publicly accountable enterprise as defined in Part 3 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards;

"securities settlement system" means a system that enables securities to be transferred and settled by book entry according to a set of predetermined multilateral rules.

Interpretation - Affiliated Entity, Controlled Entity and Subsidiary Entity

1.2 (1)    In this Instrument, a person or company is considered to be an affiliated entity of another person or company if one is a subsidiary entity of the other or if both are subsidiary entities of the same person or company, or if each of them is a controlled entity of the same person or company.

(2)          In this Instrument, a person or company is considered to be controlled by a person or company if any of the following apply:

    1. in the case of a person or company,
      1. voting securities of the first-mentioned person or company carrying more than 50% of the votes for the election of directors are held, otherwise than by way of a security interest only, by or for the benefit of the other person or company, and
      2. the votes carried by the securities are entitled, if exercised, to elect a majority of the directors of the first-mentioned person or company;
    2. in the case of a partnership that does not have directors, other than a limited partnership, the second-mentioned person or company holds more than 50% of the interests in the partnership;
    3. in the case of a limited partnership, the general partner is the second-mentioned person or company.

(3)          In this Instrument, a person or company is considered to be a subsidiary entity of another person or company if either of the following applies:

    1. it is a controlled entity of any of the following:
      1. that other,
      2. that other and one or more persons or companies, each of which is a controlled entity of that other;
      3. two or more persons or companies, each of which is a controlled entity of that other;
    2. it is a subsidiary entity of a person or company that is the other's subsidiary entity.

Interpretation – meaning of affiliate for the purposes of the PFMI principles

1.3         For the purposes of the PFMI Principles, a person or company is considered to be an affiliate of a participant, the person or company and the participant each being subsequently referred to in this section as a “party”, if any of the following apply:

    1. a party holds, otherwise than by way of a security interest only, voting securities of the other party carrying more than 20% of the votes for the election of directors of the other party;
    2. a party holds, otherwise than by way of a security interest only, an interest in the other party that allows it to direct the management or operations of the other party;
    3. financial information in respect of both parties is consolidated for financial reporting purposes.

Interpretation – Clearing Agency

1.4         For the purposes of this Instrument, in Québec, a clearing agency includes a clearing house, a central securities depository and a settlement system within the meaning of the Québec Securities Act and a clearing house and a settlement system within the meaning of the Québec Derivatives Act.

Application

1.5 (1)    Part 3 applies to a recognized clearing agency that operates as any of the following:

    1. a central counterparty;
    2. a central securities depository;
    3. a securities settlement system.

(2)          Unless the context otherwise indicates, Part 4 applies to a recognized clearing agency whether or not it operates as a central counterparty, central securities depository or securities settlement system.

(3)          In Québec, if there is a conflict or an inconsistency between section 2.2 and the provisions of the Québec Derivatives Act governing the self-certification process with respect to a clearing agency implementing a significant change or a fee change, the provisions of the Québec Derivatives Act prevail.

(4)          The requirements of section 2.2 or 2.5 apply only to the extent that the subject matters of the section are not otherwise governed by the terms and conditions of a decision of the securities regulatory authority that recognizes a clearing agency or that exempts a clearing agency from a recognition requirement.

Part 2
Clearing Agency Recognition or Exemption from Recognition

Application and Initial Filing of Information

2.1 (1)    An applicant for recognition as a clearing agency under securities legislation, or for exemption from the requirement to be recognized as a clearing agency under securities legislation, must include in its application all of the following:

    1. if applicable, the applicant's most recently completed PFMI Disclosure Framework Document;
    2. sufficient information to demonstrate that the applicant is
      1. in compliance with applicable provincial and territorial securities legislation, or
    3.                                (ii)              subject to and in compliance with the regulatory requirements of the foreign jurisdiction in which the applicant’s head office or principal place of business is located that are comparable to the applicable requirements under this Instrument;[A1] 
    4. any additional relevant information sufficient to demonstrate that it is in the public interest for the securities regulatory authority to recognize or exempt the applicant, as the case may be.

(2)          In addition to the requirement set out in subsection (1), an applicant that has a head office or principal place of business located in a foreign jurisdiction must

    1. certify that it will assist the securities regulatory authority in accessing the applicant's books, records and other documents and in undertaking an onsite inspection and examination at the applicant's premises, and
    2. certify that it will provide the securities regulatory authority, if requested by the authority, with an opinion of legal counsel that the applicant has, as a matter of law, the power and authority to
      1. provide the securities regulatory authority with prompt access to its books, records and other documents, and
      2. submit to onsite inspection and examination by the securities regulatory authority.

(3)          In addition to the requirements set out in subsections (1) and (2), an applicant whose head office or principal place of business is located in a foreign jurisdiction must file a completed Form 24-102F1 Clearing Agency Submission to Jurisdiction and Appointment of Agent for Service of Process.

(4)          An applicant must inform the securities regulatory authority in writing of any change to the information provided in its application that is material, or if any of the information becomes materially inaccurate for any reason, as soon as the change occurs or the applicant becomes aware of any inaccuracy.

Significant Changes, Fee Changes and Other Changes in Information

2.2 (1)    In this section, for greater certainty, a "significant change" includes, in relation to a clearing agency, any of the following:

    1. any change to the clearing agency's constating documents or by-laws;
    2. any change to the clearing agency's corporate governance or corporate structure, including any change of control of the clearing agency, whether direct or indirect;
    3. any material change to an agreement among the clearing agency and participants in connection with the clearing agency's operations and services, including those agreements to which the clearing agency is a party and those agreements among participants to which the clearing agency is not a party, but that are expressly referred to in the clearing agency's rules or procedures and are made available by participants to the clearing agency;
    4. any material change to the clearing agency's rules, operating procedures, user guides, manuals, or other documentation governing or establishing the rights, obligations and relationships among the clearing agency and participants in connection with the clearing agency's operations and services;
    5. any material change to the design, operation or functionality of any of the clearing agency's operations and services;
    6. the establishment or removal of a link or any material change to an existing link;
    7. commencing to engage in a new type of business activity or ceasing to engage in a business activity in which the clearing agency is then engaged;
    8. any other matter identified as a significant change in the terms and conditions of a decision to recognize the clearing agency under securities law.

(2)          Subject to subsection (4), a recognized clearing agency must not implement a significant change unless it has filed a written notice of the significant change with the securities regulatory authority at least 45 days before implementing the change.

(3)          The written notice referred to in subsection (2) must include an assessment of how the significant change is consistent with the PFMI Principles applicable to the recognized clearing agency.

(4)          If a recognized clearing agency proposes to modify a fee or introduce a new fee for any of its clearing, settlement or depository services, the clearing agency must notify in writing the securities regulatory authority of such fee change before implementing the fee change within a period stipulated by the terms and conditions of a decision of the securities regulatory authority that recognizes the clearing agency.

(5)          An exempt clearing agency must notify in writing the securities regulatory authority of any material change to the information provided to the securities regulatory authority in its PFMI Disclosure Framework Document and related application materials, or if any of the information becomes materially inaccurate for any reason, as soon as the change occurs or the exempt clearing agency becomes aware of any inaccuracy.

Ceasing to Carry on Business

2.3 (1)    A recognized clearing agency or exempt clearing agency that intends to cease carrying on business in the local jurisdiction as a clearing agency must file a report on Form 24-102F2 Cessation of Operations Report for Clearing Agency with the securities regulatory authority at least 90 days before ceasing to carry on business.

(2)          A recognized clearing agency or exempt clearing agency that involuntarily ceases to carry on business in the local jurisdiction as a clearing agency must file a report on Form 24-102F2 Cessation of Operations Report for Clearing Agency with the securities regulatory authority as soon as practicable after it ceases to carry on that business.

Filing of Initial Audited Financial Statements

2.4 (1)    An applicant must file audited financial statements for its most recently completed financial year with the securities regulatory authority as part of its application under section 2.1.

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

    1. be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises, IFRS or the generally accepted accounting principles of the foreign jurisdiction in which the person or company is incorporated, organized or located,
    2. identify in the notes to the financial statements the accounting principles used to prepare the financial statements,
    3. disclose the presentation currency, and
    4. be audited in accordance with Canadian GAAS, International Standards on Auditing or the generally accepted auditing standards of the foreign jurisdiction in which the person or company is incorporated, organized or located.

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

    1. expresses an unmodified or unqualified opinion,
    2. identifies all financial periods presented for which the auditor's report applies,
    3. identifies the auditing standards used to conduct the audit,
    4. identifies the accounting principles used to prepare the financial statements,
    5. is prepared in accordance with the same auditing standards used to conduct the audit, and
    6. 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

2.5 (1)    A recognized clearing agency or exempt clearing agency must file annual audited financial statements that comply with the requirements set out in subsections 2.4(2) and (3) with the securities regulatory authority no later than the 90th day after the end of the recognized clearing agency or exempt clearing agency's financial year.

(2)          A recognized clearing agency or exempt clearing agency must file interim financial statements that comply with the requirements set out in paragraphs 2.4(2)(a) and (2)(b) with the securities regulatory authority no later than the 45th day after the end of each interim period of the recognized clearing agency’s or exempt clearing agency’s financial year.

Part 3
PFMI Principles Applicable to Recognized Clearing Agencies

PFMI Principles

3.1         A recognized clearing agency must establish, implement and maintain rules, procedures, policies or operations designed to ensure that it meets or exceeds PFMI Principles 1 to 3, 10, 13 and 15 to 23, other than key consideration 9 of PFMI Principle 20 and the following:

    1. if the clearing agency operates as a central counterparty, PFMI Principles 4 to 9, 12 and 14;
    2. if the clearing agency operates as a securities settlement system, PFMI Principles 4, 5, 7 to 9 and 12;
    3. if the clearing agency operates as a central securities depository, PFMI Principle 11.

Part 4
Other Requirements of Recognized Clearing Agencies

Division 1 – Governance

Board of Directors

4.1 (1)    A recognized clearing agency must have a board of directors.

(2)          The board of directors must include appropriate representation by individuals who are

    1. independent of the clearing agency, and
    2. neither employees nor officers of a participant nor their immediate family members.

(3)          For the purposes of paragraph (2)(a), an individual is independent of a clearing agency if he or she has no direct or indirect material relationship with the clearing agency.

(4)          For the purposes of subsection (3), a "material relationship" is a relationship that could, in the view of the clearing agency's board of directors, be reasonably expected to interfere with the exercise of a member's independent judgment.

Documented Procedures Regarding Risk Spill-overs

4.2         The board of directors and management of a recognized clearing agency must have documented procedures to manage possible risk spill over where the clearing agency provides services with a different risk profile than its depository, clearing and settlement services.

Chief Risk Officer and Chief Compliance Officer

4.3 (1)    A recognized clearing agency must designate a chief risk officer and a chief compliance officer, who must report directly to the board of directors of the clearing agency.

(2)          The chief risk officer must

    1. have responsibility and authority to implement, maintain and enforce the risk management framework established by the clearing agency,
    2. make recommendations to the clearing agency's board of directors regarding the clearing agency's risk management framework,
    3. monitor the effectiveness of the clearing agency's risk management framework, and
    4. report to the clearing agency's board of directors on a timely basis upon becoming aware of any significant deficiency with the risk management framework.

(3)          The chief compliance officer must

    1. establish, implement, maintain and enforce written policies and procedures to identify and resolve conflicts of interest and ensure that the clearing agency complies with securities legislation,
    2. monitor compliance with the policies and procedures described in paragraph (a),
    3. report to the board of directors of the clearing agency as soon as practicable upon becoming aware of any circumstance indicating that the clearing agency, or any individual acting on its behalf, is not in compliance with securities legislation and one or more of the following apply:
      1. the non-compliance creates a risk of harm to a participant;
      2. the non-compliance creates a risk of harm to the broader financial system;
      3. the non-compliance is part of a pattern of non-compliance;
      4. the non-compliance may have an impact on the ability of the clearing agency to carry on business in compliance with securities legislation,
    4. prepare and certify an annual report assessing compliance by the clearing agency, and individuals acting on its behalf, with securities legislation and submit the report to the board of directors,
    5. report to the clearing agency's board of directors as soon as practicable upon becoming aware of a conflict of interest that creates a risk of harm to a participant or to the capital markets, and
    6. concurrently with submitting a report under paragraphs (c), (d) or (e), file a copy of the report with the securities regulatory authority.

Board or Advisory Committees

4.4 (1)    The board of directors of a recognized clearing agency must, at a minimum, establish and maintain committees on risk management, finance and audit.

(2)          If a committee is a board committee, it must be chaired by a sufficiently knowledgeable individual who is independent of the clearing agency.

(3)          Subject to subsection (4), a committee must have an appropriate representation by individuals who are independent of the clearing agency.

(4)          An audit or risk committee must have an appropriate representation by individuals who are

    1. independent of the clearing agency, and
    2. neither employees nor officers of a participant nor their immediate family members.

(5)          For the purpose of this section, an individual is independent of a clearing agency if the individual has no relationship with the agency that could, in the reasonable opinion of the clearing agency’s board of directors, be expected to interfere with the exercise of the individual’s independent judgment.

Division 2 – Default management

Use of Own Capital

4.5         A recognized clearing agency that operates as a central counterparty must dedicate and use a reasonable portion of its own capital to cover losses resulting from one or more participant defaults.

Division 3 – Operational risk

Systems Requirements

4.6         For each system operated by or on behalf of a recognized clearing agency that supports the clearing agency's clearing, settlement and depository functions, the clearing agency must

    1. develop and maintain
      1. adequate internal controls over that system, and
      2. adequate cyber resilience and information technology general controls, including, without limitation, controls relating to information systems operations, information security, change management, problem management, network support and system software support,
    2. in accordance with prudent business practice, on a reasonably frequent basis and, in any event, at least annually
      1. make reasonable current and future capacity estimates, and
      2. conduct capacity stress tests to determine the processing capability of that system to perform in an accurate, timely and efficient manner,
    3. promptly notify the regulator or, in Québec, the securities regulatory authority of any systems failure, malfunction, delay or security incident that is material, and provide timely updates to the regulator or, in Québec, the securities regulatory authority regarding the following:
      1. any change in the status of the failure, malfunction, delay or security incident;
      2. the resumption of service, if applicable;
      3. the results of any internal review, by the clearing agency, of the failure, malfunction, delay or security incident; and
    4. keep a record of any systems failure, malfunction, delay or security incident and whether or not it is material.

Auxiliary systems

4.6.1 (1) In this section, “auxiliary system” means a system, other than a system referred to in section 4.6, operated by or on behalf of a recognized clearing agency that, if breached, poses a security threat to another system operated by or on behalf of the recognized clearing agency that supports the recognized clearing agency’s clearing, settlement or depository functions.

(2)          For each auxiliary system, a recognized clearing agency must

    1. develop and maintain adequate information security controls that address the security threats posed by the auxiliary system to the system that supports the clearing, settlement or depository functions,
    2. promptly notify the regulator or, in Québec, the securities regulatory authority of any security incident that is material and provide timely updates to the regulator or, in Québec, the securities regulatory authority on
      1. any change in the status of the incident,
      2. the resumption of service, if applicable, and
      3. the results of any internal review, by the clearing agency, of the security incident, and
    3. keep a record of any security incident and whether or not it is material.

Systems Reviews

4.7 (1)    A recognized clearing agency must

    1. on a reasonably frequent basis and, in any event, at least annually, engage a qualified external auditor to conduct an independent systems review and prepare a report, in accordance with established audit standards and best industry practices, that assesses the clearing agency’s compliance with paragraphs 4.6(a) and 4.6.1(2)(a) and section 4.9, and
    2. on a reasonably frequent basis and, in any event, at least annually, engage a qualified party to perform assessments and testing to identify any security vulnerability and measure the effectiveness of information security controls that assess the clearing agency’s compliance with paragraphs 4.6(a) and 4.6.1(2)(a).

(2)          The clearing agency must provide the report resulting from the review conducted under paragraph (1)(a) to

    1. its board of directors, or audit committee, promptly upon the report's completion, and
    2. the regulator or, in Québec, the securities regulatory authority, by the earlier of the 30th day after providing the report to its board of directors or the audit committee or the 60th day after the calendar year end.

Clearing Agency Technology Requirements and Testing Facilities

4.8 (1)    A recognized clearing agency must make available to participants, in their final form, all technology requirements regarding interfacing with or accessing the clearing agency

    1. if operations have not begun, sufficiently in advance of operations to allow a reasonable period for testing and system modification by participants, and
    2. 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.

(2)          After complying with subsection (1), the clearing agency must make available testing facilities for interfacing with or accessing the clearing agency

    1. if operations have not begun, sufficiently in advance of operations to allow a reasonable period for testing and system modification by participants, and
    2. 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.

(3)          The clearing agency must not begin operations before

    1. it has complied with paragraphs (1)(a) and (2)(a), and
    2. the chief information officer of the clearing agency, or an individual performing a similar function, has certified in writing to the regulator or, in Québec, the securities regulatory authority, that all information technology systems used by the clearing agency have been tested according to prudent business practices and are operating as designed.

(4)          The clearing agency must not implement a material change to the systems referred to in section 4.6 before

    1. it has complied with paragraphs (1)(b) and (2)(b), and
    2. the chief information officer of the clearing agency, or an individual performing a similar function, has certified in writing to the regulator or, in Québec, the securities regulatory authority, that the change has been tested according to prudent business practices and is operating as designed.

(5)          Subsection (4) does not apply to the clearing agency if the change must be made immediately to address a failure, malfunction or material delay of its systems or equipment and if

    1. the clearing agency immediately notifies the regulator or, in Québec, the securities regulatory authority, of its intention to make the change, and
    2. the clearing agency discloses to its participants the changed technology requirements as soon as practicable.

Testing of Business Continuity Plans

4.9         A recognized clearing agency must

    1. develop and maintain reasonable business continuity plans, including disaster recovery plans, and
    2. test its business continuity plans, including its disaster recovery plans, according to prudent business practices and on a reasonably frequent basis and, in any event, at least annually.

Outsourcing

4.10       If a recognized clearing agency outsources a critical service or system to a service provider, including to an affiliated entity of the clearing agency, the clearing agency must do all of the following:

    1. establish, implement, maintain and enforce written policies and procedures to conduct suitable due diligence for selecting service providers to which a critical service and system may be outsourced and for the evaluation and approval of those outsourcing arrangements;
    2. identify any conflicts of interest between the clearing agency and the service provider to which a critical service and system is outsourced, and establish, implement, maintain and enforce written policies and procedures to mitigate and manage those conflicts of interest;
    3. enter into a written contract with the service provider to which a critical service or system is outsourced that
      1. is appropriate for the materiality and nature of the outsourced activities,
      2. includes service level provisions, and
      3. provides for adequate termination procedures;
    4. maintain access to the books and records of the service provider relating to the outsourced activities;
    5. ensure that the securities regulatory authority has the same access to all data, information and systems maintained by the service provider on behalf of the clearing agency that it would have absent the outsourcing arrangements;
    6. ensure that all persons conducting audits or independent reviews of the clearing agency under this Instrument have appropriate access to all data, information and systems maintained by the service provider on behalf of the clearing agency that such persons would have absent the outsourcing arrangements;
    7. take appropriate measures to determine that the service provider to which a critical service or system is outsourced establishes, maintains and periodically tests a reasonable business continuity plan, including a disaster recovery plan;
    8. take appropriate measures to ensure that the service provider protects the clearing agency's proprietary information and participants' confidential information, including taking measures to protect information from loss, thefts, vulnerabilities, threats, unauthorized access, copying, use and modification, and discloses it only in circumstances where legislation or an order of a court or tribunal of competent jurisdiction requires the disclosure of such information;
    9. establish, implement, maintain and enforce written policies and procedures to monitor the ongoing performance of the service provider's contractual obligations under the outsourcing arrangements.

Division 4 – Participation requirements

Access Requirements and Due Process

4.11 (1)  A recognized clearing agency must not

    1. unreasonably prohibit, condition or limit access by a person or company to the services offered by the clearing agency,
    2. unreasonably discriminate among its participants or indirect participants,
    3. impose any burden on competition that is not reasonably necessary and appropriate,
    4. unreasonably require the use or purchase of another service for a person or company to utilize the clearing agency's services offered by it, and
    5. impose fees or other material costs on its participants that are unfairly or inequitably allocated among the participants.

(2)          For any decision made by the clearing agency that terminates, suspends or restricts a participant's membership in the clearing agency or that declines entry to membership to an applicant that applies to become a participant, the clearing agency must ensure that

    1. the participant or applicant is given an opportunity to be heard or make representations, and
    2. it keeps records of, gives reasons for, and provides for reviews of its decisions, including, for each applicant, the reasons for granting access or for denying or limiting access to the applicant, as the case may be.

(3)          Nothing in subsection (2) limits or prevents the clearing agency from taking timely action in accordance with its rules and procedures to manage the default of one or more participants or in connection with the clearing agency's recovery or orderly wind-down, whether or not such action adversely affects a participant.

Part 5
Books and Records and Legal Entity Identifier

Books and Records

5.1 (1)    A recognized clearing agency or exempt clearing agency must keep books, records and other documents as are necessary to account for the conduct of its clearing, settlement and depository activities, business transactions and financial affairs.

(2)          The clearing agency must retain the books and records maintained under this section

    1. for a period of seven years from the date the record was made or received, whichever is later,
    2. in a safe location and a durable form, and
    3. in a manner that permits them to be provided promptly to the securities regulatory authority.

Legal Entity Identifier

5.2 (1)    In this section, "Global Legal Entity Identifier System" means the system for unique identification of parties to financial transactions.

(2)          For the purposes of any recordkeeping and reporting requirements required under securities legislation, a recognized clearing agency or exempt clearing agency must identify itself by means of the legal entity identifier assigned to the clearing agency in accordance with the standards set by the Global Legal Entity Identifier System.

(2.1)       During the period that a clearing agency is a recognized clearing agency or is exempt from the requirement to be recognized as a clearing agency, the clearing agency must maintain and renew the legal entity identifier referred to in subsection (2).

(3)          LAPSED.

Part 6
Exemptions

Exemption

6.1 (1)    The regulator or the securities regulatory authority may grant an exemption from the provisions of this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2)          Despite subsection (1), in Ontario, only the regulator may grant an exemption.

(3)          Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction.

Part 7
Effective Date and Transition

Effective Date and Transition

7.1 (1)    This Instrument comes into force on February 17, 2016.

(2)          LAPSED.

(3)          LAPSED.


 [A1]I have made a correction here as the text in 2.2(1)(b)(ii) was erroneously broken up into (c) and (d) but the formatting may still need fixing to make sure it appears the right way on the page/website