MIFID: Supporting European Harmonisation Richard Young Manager Securities Market Reform PIMA/SWIFT Conference 27 th June 2006 Slide 1 The challenges for European harmonisation : EU Structural pressure The Lisbon Agenda By 2010, EU to be the most competitive and dynamic knowledge economy in the world Create a single, integrated financial market Investor protection Business enhancement Financial Services Action Plan Directives becoming national law, e.g. Prospectus Directive, Market Abuse Directive, [Issuer] Transparency Obligations Directive, Company Law reform, Audit and Accounting reform, MIFID etc. Initiatives becoming best practice, e.g. Giovannini Slide 2 1
MiFID (Markets in Financial Instruments Directive) Slide 3 What is MiFID? Comprehensive regulatory regime governing financial markets in Europe. Main elements: Conduct of business requirements for firms Organisational requirements of firms and markets Transaction reporting to relevant competent authorities of buy and sell transactions in all financial instruments Transparency requirements for the trading of shares Slide 4 2
MiFID How has it developed? The Lamfalussy 4-Level Approach Level 1: Broad framework principles in Directive/Regulation adopted through co-decision process (Council and European Parliament) Level 2: Implementing rules by COM, after consulting Committee of European Securities Regulators (CESR). Vote at European Securities Committee (ESC). Oversight by EP Level 3: Strengthened cooperation between national regulators to ensure convergent application (CESR) Level 4: Strengthened enforcement of Community law (Commission) Slide 5 MiFID: Timeline 2006-2007 MIFID Rollout Activities Level 2 draft implementing text published Feb 6 th. Text reviewed in ESC and European Parliament over next 4 months CESR Transaction Reporting Study starts CESR transparency consultation Mid June L@ drafts voted by EP Late June 2006 Draft L2 text voted in European Securities Committee. July approved L2 draft voted on by European Parliament = finalised text by September latest Transposition Transposition of of MIFID MIFID directive directive and and regulations regulations into into national national laws laws and and regulators regulators rule rule books books - - 31 31 st st January January 2007 2007 CESR recommend Transaction reporting solution to EU Commission ( Feb 07) 1 1 st st November November 2007 2007 MIFID MIFID Implemented Implemented in in 27 27 EU EU States States And And 3 3 EEA EEA States States Q1 06 Q2 06 Q3 06 Q4 06 Q1 07 Q4 07 Time Slide 6 3
MiFID: Who will be impacted? 73 articles affecting: Corporate issuers all states in EU/EEA all participants involved in trading financial instruments all participants dealing in advisory services all financial instrument classes except FX Investment advisors Investment managers Global custodians Information providers ETC service providers Global clearers Stock exchanges Brokerdealers ICSDs Directly Impacted by MIFID Local Custodians CSDs Clearers + Reference data providers Slide 7 MiFID: Main Changes Single Passport for investment firms means provision of investment services in 25 Markets on the basis of a single authorisation with high level of home state control Condition: High standards of investor protection rules valid throughout the EU. Abolition of concentration rule, i.e. competition between exchanges, MTFs and Systematic internalisers for the trading of securities. Condition: Pre- and post-trade transparency for MTFs and investment firms «internalising» client orders against their proprietary positions. Slide 8 4
MiFID: Requirements for Firms (1) Organisational requirements for firms and regulated markets (RMs) Including requirements relating to risk management, internal audit, compliance function Outsourcing limits on outsourcing of PM to third countries Conflicts of interest requirement to have a comprehensive policy for managing and disclosing conflicts Slide 9 MiFID: Requirements for Firms (2) Conduct of business Information to clients to be fair, clear and not misleading Three regimes for selling: suitability (advice and PM), otherwise appropriateness unless execution-only best execution requirements for firms Need to have a policy specifying factors for venue selection Strong regulation of inducements Including payments by firms Disclosure not enough must enhance quality of service to the client Record-keeping measures Written client agreement Slide 10 5
MiFID: Client Classification Retail client/professional client Eligible counterparty for certain kinds of business only (Art. 24) Classifications can apply to whole relationship or in respect of particular transactions Provisions for opting down to less protective regime (L. 2) or opting up to more protective regime (L. 1) Slide 11 MiFID: Transaction Reporting Transaction reporting to local competent authorities of buy and sell transactions in all financial instruments and onward forwarding of data to relevant competent authority Carve-outs for primary market transactions, securities financing, options Machinery provisions for regulatory cooperation Slide 12 6
MiFID: Transaction Reporting Exchange of Information to and between CAs Asset Manager Country A Investment Bank Country B Regulated Market where traded stock is most liquid Trading Regulatory Reporting - Flow 1 Regulator Country A Regulatory Reporting -Flow 2 Regulator Country B Slide 13 MiFID: Transparency Pre-trade all trades to be made transparenct pre-trade by RMs, MTFs and SIs Carve=outs for negotiated trades, iceberg orders Post-trade all trades to be made transparent by trading venues and OTC by firms Delayed publication possible for large trades under a sliding scale Limited to equities admitted to trading on regulated markets Carve-outs for primary market transactions, securities financing, options Reporting in real time (w/i 3 minutes) except for portfolio trades and out of hours trades Slide 14 7
MiFID: General Impact MiFID - a catalyst for significant market changes Increase levels of competition between execution venues and investment firms also cross-border Increase of trading volumes and financial information flows Full electronic trading Deeper, more liquid integrated capital markets Lower costs for issuers and investors Slide 15 MiFID: Impact for collective investment industry MiFID does not apply to collective investment undertakings or their managers Units and Shares in collective investment undertakings are, however, MiFID financial instruments MiFID does impact the distribution and sale of units by third party entities MiFID organisational and COB requirements apply to management companies undertaking other portfolio management activities Slide 16 8
SWIFT: Supporting MiFID (as part of EU Harmonisation) Slide 17 SWIFT supporting MiFID (1) EU Harmonisation Supporting EU Harmonisation with Joined up solution development for MiFID, Giovannini, Sepa & Target 2 Common standards Service oriented technology platform Common solutions Slide 18 9
SWIFT Supporting MiFID (2) - ISO 20022, a common standard Space 1 Pre-trade/ Trade Space 2 Post Trade/ Pre-Settlement Space 3 Clearing & Settlement Trade date Trade date + X Institutional (buy) side IMI GC Order VMU / ETCP SC B/D SA (I)CSD Street (sell) side Trade Exchange CCP Non trade-related activity Space 4 Asset Servicing B/D SA IMI: Investment Manager B/D: Broker Dealer VMU: Virtual Matching Utility ETCP: Electronic Trade Confirm Provider GC: Global Customer SC: Sub-Customer SA: Settlement Agent (Clearer) CCP: Clearing House/ Central Counterparty ICSD: (Int l) Central Securities Depository 1 2 3 Cash Clearing systems/ Central Banks Slide 19 SWIFT Supporting MiFID (2) - ISO 20022, a common standard Space 1 Pre-trade/ Trade Space 2 Post Trade/ Pre-Settlement Space 3 Clearing & Settlement Trade date Trade date + X Institutional (buy) side IMI GC Order VMU / ETCP MiFID B/D ISO 20022 Option Street (sell) side Trade Exchange Giovannini CCP SC ISO SA 20022 (inc ISO 15022) Mandatory (I)CSD Non trade-related activity Space 4 Asset Servicing B/D SA IMI: Investment Manager B/D: Broker Dealer VMU: Virtual Matching Utility ETCP: Electronic Trade Confirm Provider GC: Global Customer SC: Sub-Customer SA: Settlement Agent (Clearer) CCP: Clearing House/ Central Counterparty ICSD: SEPA (Int l) Central Securities Depository 1 2 ISO 20022 Cash Clearing Target 2 systems/ Central Banks 3ISO 20022 Mandatory Slide 20 10
SWIFT Supporting MiFID (3) - Service Oriented Network Architecture (SOA) An SOA Gateway to Key Service Components for EU Harmonisation SEPA Euroclear TARGET2 Regulators Message Standards 15022, 20022 MT or MX Slide 21 SWIFT supporting MiFID (4) - Common Solutions ISO 15022/20022 data standards will be MIFID compliant by Nov 2007 Provision of key identifiers i.e. BIC and MIC Utility solution for regulatory reporting from investment firms to regulators and between regulators Possible utility solution for price/costing information related to best execution Working with the industry to promote understanding of industry change and its benefits Working with the regulators and the Commission to represent user opinion Slide 22 11
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