Compliance Ireland (TEMPLATE)

Transcription

1 Compliance (TEMPLATE) MIFID COMPLIANCE MANUAL APRIL

2 Compliance Regulatory Services NOTE: THIS TEMPLATE CONTENTS FOR A MiFID COMPLIANCE MANUAL INCLUDES TOPICS WHICH ALL MiFID FIRMS (under S.I. No. 60 of 2007 European Communities (Markets in Financial Instruments) Regulations 2007) SHOULD CONSIDER AS A MINIMUM FOR THEIR COMPLIANCEMANUAL. THE TEMPLATE COMPLIANCE MANUAL DOES NOT INCORPORATE SPECIFIC POLICIES AND PROCEDURES FOR (i) AML/CFT, (ii) DATA PROTECTION, OR (iii) CONSUMER PROTECTION CODE. THESE TOPICS AND OTHERS CAN BE INCLUDED AT THE CLIENT S REQUEST. Further template compliance documents for MiFID firms are also available on our website. These include: 1. MiFID Procedures Manual (Contents page template) 2. MiFID Monitoring Programme (Contents page template) 3. Anti- Money Laundering & Counter-Financing of Terrorism Policies, Procedures and Manual (MiFID & non-mifid firms) (Contents page template) 4. Data Protection Policies, Procedures & Manuals (MiFID & non-mifid firms) (Contents page template) Please contact Compliance Regulatory Services Limited at @complianceireland.com or telephone for further information on this template manual and other compliance documents. To see more compliance document templates return to (). This document has been provided for information purposes only - under no circumstances will any liability be accepted for errors and omissions Compliance Regulatory Services Limited

3 CONTENTS Compliance Regulatory Services 1 Introduction 1.1 Purpose of the Manual Head Office Who does the Manual apply to? Responsibility for updating this Manual... 2 Regulatory and Legislative Framework Introduction 2.2 Authorised Business Investment Services as defined in Schedule 1 of S.I. No. 60 of 2007 ( MiFID Service ) Ancillary Services as defined in Schedule 1 of S.I. No. 60 of 2007 ( MiFID Ancillary Services ) Financial Instruments as defined in Schedule 1 of S.I. No. 60 of 2007 ( MiFID Financial Instruments ) Investment Instruments as defined in the Investment Intermediaries Act 1995 ( Investment Instruments ) Legislative & Regulatory Requirements Passporting 2.5 Fees Payable by ZZZZ Investor Compensation Company Regulatory Fees... 3 Compliance Arrangements in ZZZZ Introduction 3.2 Compliance Officer Overview of the Compliance Environment in ZZZZ Staff training Operating procedures Systems Procedures Regular monitoring Customer complaints Notification requirements Advertising Other requirements Compliance Regulatory Services Limited

4 Compliance Regulatory Services 3.4 Compliance Monitoring... 4 Compliance Policy Statement/ General Principles Compliance Policy Statement... 5 Central Bank 5.1 Introduction 5.2 Prior approvals of the Central Bank Proposed change in name Change in Company Officers Changes in Business Activities Relationship with the Central Bank Consultation with Central Bank Change of Auditor Fitness & Probity Annual Accounts and Solvency Reporting Requirements Visits/inspections by the Central Bank Who is required to communicate with the Central Bank? What should be communicated? Correspondence Formal Interviews Record-Keeping Capital and Financial Reporting Introduction Financial Resources Financial Reports Annual Accounts Periodic Reporting Requirements Capital Requirements Calculation of the Capital Adequacy Requirement Capital Requirements Directive return Record keeping Monitoring of the CRD returns Large Exposure requirements Internal Capital Adequacy Assessment Program Compliance Regulatory Services Limited

5 Compliance Regulatory Services 5.10 Pillar 3 Disclosures Advertising 5.12 Advertising approvals Restrictions on Advertising Consequences of Advertising of Rights Conferred by a Financial Instrument Exemption from Restrictions on Advertising... 6 Clients 6.1 Client Classification/ Understanding of Risk Client classification - Introduction Information for Retail Clients, Professional Clients and Eligible Counterparties Categorisation of Clients Client s understanding of risk Awareness of Risk Best Interests Duty Client Fact Find Assessment of Suitability and Appropriateness Investment Objectives Financial Ability to bear Risks Knowledge and Experience of Client Non-Receipt of Information New Retail Client Post MiFID Regulation Appropriateness Test Information for Clients and Potential Clients... NOTE: AML/CFT policies and procedures do not form part of template MiFID compliance manual. If required by client, CIRS suggests the following topics as a minimum. 6.5 Anti-Money Laundering/ KYC Introduction Applicable Provisions Money Laundering Reporting Officer Know Your Customer procedures Compliance Regulatory Services Limited

6 Compliance Regulatory Services Record Keeping Reporting of Suspicious Transactions Education & Training Client Contract/ Written Agreement Existing Clients Information contained in client contracts Terms of business and the Investment Business Agreement Best Execution Obligation to obtain prior consent to best execution Factors constituting Best Execution Conflicts Of Interest Client Asset Account Complaints Costs and Associated Charges Inducements General... 'Client/consumer Contract/Written Agreement/terms of business standards must be included. CIRS can tailor such additional 7 Ongoing Requirements for Clients Communicating with Clients Electronic Communication Provision of Information to Clients Treatment of an Eligible Counterparty Notification General Information Obligations Information Regarding Portfolio Management Obligations Information to be Provided to a Retail Client on the Management of the Portfolio 7.4 Information about Nature and Risk of Financial Instruments Obligations Compliance Regulatory Services Limited

7 Compliance Regulatory Services Level of Description of Risks Information about Financial Instruments subject to Public Offering Retail Client Obligations Two or More Different Financial Instruments Information about Financial Instrument with Guarantee by Third Party Retail Client 7.7 Information about Financial Instrument belonging to Retail Clients Obligations Held by Third Party Retail Client Held in Omnibus Account Retail Client Accounts Subject to Another Jurisdiction Accounts Subject to a Security Interest When ZZZZ Enters into Certain Security Financing Transactions Information on Costs and Charges Obligations Total Price Currency Conversion Other Costs and Arrangement for Payment Costs and Associated Charges of Collective Investment Undertakings... 'Ongoing Client Requirements' must be included. CIRS can tailor such additional standards to client's requirements 7.12 Contract Notes Information to be included in contract notes General provisions relating to contract notes... Contract Note standards must be included. CIRS can tailor such additional standards to client's requirements Client Reporting/ Periodic Information to clients Retail Clients and Periodic Statements Statement of Financial Instruments or Funds Transaction Reporting to Clients Compliance Regulatory Services Limited

8 Compliance Regulatory Services Provision of Information Margined Transaction Statements... 'Client Reporting' standards must be included. CIRS can tailor such additional 7.14 Dealing Provisions Client s Best Advantage... 'Dealing Provisions' standards must be included. CIRS can tailor such additional 7.15 Best Execution Obligation to execute orders on terms most favourable to the client Specific Instructions Execution Venues Prior Consent Monitoring and Review... 'Best Execution' reporting standards must be included. CIRS can tailor such additional 7.16 ZZZZ to Act in Client s Best Interests Obligations Selection Policy Client Transaction Priority... 'Act in Best Interest' standards must be included. CIRS can tailor such additional standards to client's requirements 7.17 Client order handling Obligations Expeditious Execution Conditions for Transactions on own Account Compliance Regulatory Services Limited

9 Compliance Regulatory Services 'Client Order Handling' standards must be included. CIRS can tailor such additional 7.18 Conduct of business obligations in more limited circumstances Obligations Third Country Market Timely Execution/Allocation Averaging of prices Excessive Dealing/Switching Margin Transactions Client Default Remedies... 'Conduct of Business Obligations' standards must be included. CIRS can tailor such additional 7.19 Chinese Walls 'Chinese Walls/Conflicts of Interest' standards must be included. CIRS can tailor such additional standards toclient's requirements Soft commissions... 'Soft Commission' standards must be included. CIRS can tailor such additional 7.21 Inducements 'Inducements' standards must be included. CIRS can tailor such additional 7.22 Clients Records Terms of Business/ Investment Management Agreement Inspection of records Recording of client telephone calls Compliance Regulatory Services Limited

10 Compliance Regulatory Services 'Client/Customer/ Consumer Records' standards must be included. CIRS can tailor such additional 8 Complaints 8.1 Introduction 8.2 Definition of a complaint Examples of complaints Treatment of complaints Policy 8.6 Final Response Letter Verbal Complaint 8.8 Contacts 8.9 Complaints Handling Procedures for ZZZZ... 'Complaints' standards must be included. CIRS can tailor such additional standards to client's requirements. 9 Chapter 9 Client Asset Requirements Applicability of Client Asset Requirements Definitions 9.3 When do we hold client funds? MiFID Regulation requirements General Requirements Requirement to perform reconciliations Provision of information to clients and required consents Requirement to inform the Central Bank Written Confirmations & Trust Letters Daily Calculation Physical Certificates Agreements with Third Party Custodians Chapter 10 Record Keeping Introduction 10.2 General Principles Compliance records Compliance Regulatory Services Limited

11 Compliance Regulatory Services 10.4 Reconciliations 10.5 Retention Period Archive Policy 10.7 Risk Management Records kept by third parties Accounting records Company Secretarial Minimum Content of Records Client Money Safe Custody Risk Management Agreements 'Record Keeping' standards must be included. CIRS can tailor such additional 11 Chapter 11 Personal Investment Dealing/ Personal Account Transactions The European Communities (Market Abuse) Regulations Rules and Procedures for market abuse Insider Trading Definition of Insider Trading Obligations Enforcement and Awareness Non-Applicability Procedures Market Abuse Definitions Personal Transactions Prohibitions Investment Research Authority for employees to deal Clearance to Deal Quarterly personal dealing report Exceptions Compliance Regulatory Services Limited

12 Compliance Regulatory Services Enforcement... 'Personal Investment Dealing / Account Transactions Keeping' standards must be included. CIRS can tailor such additional 12 Chapter 12 - Risk Management Introduction 12.2 Risks 12.3 Business Resumption... 'Risk Management' standards must be included. CIRS can tailor such additional 13 Data Protection 13.1 Data Protection Requirements Registration 13.3 Processing Personal Data Data Processors 13.5 Individual s Right to Access their Personal Data Direct Marketing Transfer of data outside of the State Data Protection Officer... *Depending upon nature and extent of non-mifid services and inherent risks in business model, additional 'Data Protection ' standards may need to be included in the tailored Data Protection procedures. CIRS can tailor such additional standards to client's requirements. 14 Gifts Inducements & Donations Gifts and Donations Electoral Act Offences 14.2 Fees and Inducements Obligations Procedure 15 Miscellaneous 2013 Compliance Regulatory Services Limited

13 Compliance Regulatory Services 15.1 Outsourcing Introduction Outsourcing principles Corporate Enforcement Background Enforcement Electronic Communications General Electronic Commerce Act *Depending upon nature and extent of non-mifid services and inherent risks in business model, additional 'Miscellaneous ' standards may need to be included. CIRS can tailor such additional standards to client's requirements 16 Ongoing Monitoring of New Developments General Overview European Union 16.3 Relevant Regulatory Bodies ESMA Central Bank Legislation Ongoing Monitoring... *Depending upon nature and extent of non-mifid services and inherent risks in business model, additional 'On-going Monitoring of New Developments standards may need to be included. CIRS can tailor such additional standards to client's requirements. Appendix 1 Large Exposure Calculations... Appendix 2 Definition of Professional Client... Appendix 3 List of Minimum Records... Appendix 4 Personal Transactions Broker Authorisation... Personal Transactions Pre-Clearance Form... Appendix 5 Industry Funding Levy (MiFID Firms)... *Depending upon extent of obligations covered in Compliance Manual additional material may need to be included in the Appendices. CIRS can tailor such additional 2013 Compliance Regulatory Services Limited