PREAMBLE AND DISCLAIMER NOTICE
The following document comprises the answers formulated by VP LUX
S.à r.l (hereinafter ‘VP LUX’) in reply to the Disclosure Framework questionnaire forwarded to VP LUX by the joint CPSS and IOSCO Working
Group on Disclosure by Securities Settlement Systems.
The Disclosure Framework has been completed by VP LUX for the
benefit of potential participants in the VP LUX Securities Settlement
System and is intended to assist such participants make an informed
general assessment of the VP LUX Securities Settlement System.
The nature of the Disclosure Framework questionnaire entails that VP
LUX cannot accept responsibility for the completeness, accuracy or
actuality of the information stated therein or construed with respect
thereto and that reference to other sources will be necessary. For further details and verification of the information given in the Disclosure
Framework, please refer to the appropriate organisations and authorities in Luxemburg.
VP LUX S.à r.l.
32, Boulevard Royal
L-2449 Luxembourg
Current version: 10. August 2015
VP LUX Disclosure Framework August 2015
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DISCLOSURE FRAMEWORK FOR SECURITIES SETTLEMENT SYSTEMS
VP LUX
I.
Basic information
A. The SSS is named VP LUX S.à r.l. (VP LUX).
B.
VP LUX is located in Luxemburg, Central European Time zone.
C. Functions performed by VP LUX: services relating to issuance,
deposit and settlement of securities.
1.
VP LUX serves as both a central securities depository and
as a provider of securities settlement services.
a) The following types of instruments are eligible for deposit at VP LUX: (1) Bonds issued by EU/EEA governments (central, local or regional), credit institutions or
corporates, (2) Equities and (3) Investment funds.
b) The following types of instruments are eligible for transfer within VP LUX: (1) Bonds issued by EU/EEA governments (central, local or regional), credit institutions or
corporates, (2) Equities and (3) Investment funds
c) Currently all VP LUX-eligible securities are issued in
dematerialised form.
d) Currently VP LUX does not provide safekeeping for
physical certificates.
2.
VP LUX intermediates in the transfer of funds to cash accounts in conjunction with securities transfers. VP LUX does
not provide cash accounts. Cash accounts for settlement
with VP LUX System are provided by VP LUX Clearing
Members connected to the TARGET2 Payment System. All
cash settlement with VP LUX takes place in EUR.
3.
VP LUX is the exclusive provider of trade matching services
for securities settled with VP LUX.
4.
All securities settlements with VP LUX take place via RTGS
procedures.
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5.
VP LUX does not currently offer a securities lending or borrowing programme.
6.
VP LUX provides both custodial services and services related thereto, including: notification of all ownership
changes; intermediation of payments to investors (interest
and redeemed amounts); notification of payments, and
redemptions; notification of corporate actions etc; as well
as tax reporting and double taxation administration.
7. VP LUX does not act as a central counterparty or principal
to transactions with its participants.
8. N/A
D. VP LUX is organised as a limited liability company.
E.
1.
VP LUX is a private-sector entity.
2.
VP LUX is organised on a for profit basis.
3.
VP LUX is authorized as operator of a securities settlement
system in accordance with the relevant laws of Luxembourg, including in particular
•
The Financial Sector Act 1993 (the Luxembourg law of
April 5, 1993 on the financial sector, as amended)
•
The Financial Collateral Act 2005 (the Luxembourg law
of August 5, 2005 on financial collateral arrangements,
as amended)
•
The Finality Act 2001 (the Luxembourg law of January
12, 2001, Mémorial A 2001, No. 16, p. 681), implementing the European directive 98/26/EC of May 19, 1998
on settlement finality in payment and securities settlement systems (the “Settlement Finality Directive”)
•
The Payment Services Act (the Luxembourg law of November 10, 2009 on payment services)
A description of the organisational and ownership structure of
VP LUX:
1.
VP LUX is a fully owned subsidiary of VP SECURITIES A/S,
Denmark (the Danish CSD) - hereafter: VP (DK)
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2.
VP LUX has outsourced most of its operational functions to
VP (DK)
3.
VP LUX has a Board of Directors:
a) The VP LUX Board has three (non-executive) members
b) Responsibilities of the VP LUX Board:
ensure that VP LUX has a reasonable, prudent,
and efficient organisation;
hear and approve fees and budgets;
examine and approve annual accounts; and
ensure that established directives on control and
security are satisfactory and adequate.
F.
The financial resources of VP LUX as of 31 December 2014:
1.
Net capital of VP LUX: EUR 2,73 million. The net capital of
the VP LUX mother company (VP (DK)) as of 31 December
2014 was EUR 28,8 million.
2.
VP LUX has signed a professional liability contract with the
insurance company ACE Europe with an insurance coverage of 25 million EUR.
3.
VP LUX does not retain credit lines or letters of credit.
4.
VP LUX has the power to raise participant payments to VP
LUX.
G. As dependent on the activity concerned, all of VP LUX's operations are subject to the authorisation and supervision of the
Commission de Surveillance du Secteur Financier (CSSF) Luxembourg and oversight of the Banque Centrale du Luxembourg (BcL)
II.
Rules and procedures of VP LUX
A. The rules and procedures governing the rights and obligations
of the participants as well as the duties of VP LUX are set out
in: the Statutes, the Participant Agreement, the General Terms
and Conditions, the Clearing Rules and the User Guidelines as
in force at any time.
1.
As of their entering the Participant Agreement, the participants will receive a copy of all rules and procedures applicable to the participation.
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2.
As regards rules and procedures, no other documentation
than that mentioned above is provided to the participants.
3.
The procedure for changing rules and procedures:
a) As dependent on the nature of the rules and procedures in question, legal details may require approval
from the CSSF and/or the BcL. Changes to the Participant Agreement will require approval from each Party whereas changes to the General Terms and Conditions, the Clearing Rules and the User Guidelines may
be introduced unilaterally by VP LUX upon notice.
b) Participants are informed of changes in rules and
procedures in writing and through an updating of the
documentation received.
c) Users will be consulted prior to proposed changes to
VP LUX rules and procedures.
B.
The rules and procedures are binding on both VP LUX and its
participants. In exceptional circumstances, VP LUX may waive
or suspend written rules and procedures subject to the approval of the CSSF and/or the BcL.
III. Relationships with participants
A. Types of membership offered by VP LUX:
As a CSD, VP LUX offers the following categories of participation in
its ‘Book-Entry Business’ (i.e. the issue of securities and book-entry
of rights pertaining to such securities): ‘Account Holders’ are entitled to instruct transactions of securities for book-entry with VP LUX.
VP LUX offers the following categories of participation in its Clearing Business’ (i.e. the clearing and settlement of securities transactions on behalf of Clearing Participants): Clearing Members are
entitled to instruct transactions of securities for book-entry on accounts with VP LUX and provide cash for settlement, instruct cash
transfers for securities settlement with VP LUX and to intermediate
in the transfer of payments between Issuers and Investors.
1.
The types of membership offered by VP LUX differ as follows:
VP LUX Disclosure Framework August 2015
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Account Holders are entitled to maintain VP LUX securities
accounts on their own behalf and on behalf of third parties in their own name (e.g. as omnibus customer accounts) while Foreign Depositories only keep VP LUX Accounts in their own name. Note that the Link Agreement
entered by Foreign Depositories is distinct from that entered by all other types of VP LUX Participants.
Account Holders that have elected to participate also as
Issuers are entitled to issue securities by book-entry in their
account for issued securities (the nominal general ledger)
with VP LUX.
Clearing Members are entitled to report securities transactions for clearing and settlement on their own behalf and
those who simultaneously participate as Account Holders
may also report such transactions on behalf of third parties. Clearing Members may also provide cash for settlement and instruct cash for settlement with VP LUX. All cash
for settlement with VP LUX is provided in euro via TARGET2
cash accounts.
2.
B.
All participants within a given VP LUX participation category are subject to the same rules and procedures.
Participants connected to VP LUX as 'Account Holders are
obliged under the General Terms and Conditions to hold their
customers' assets segregated from their own asset accounts
at VP LUX.
1.
This segregation will as a rule be accomplished by way of
a multiplicity of accounts but can also be effected
through the establishment of omnibus accounts.
2.
In accordance with Luxembourg law, an Account Holder
is obliged to inform VP LUX if assets on an omnibus account do not belong to the Account Holder.
3.
A VP LUX account cannot bear the name of a party other
that the Account Holder.
C. Participant requirements for each type of membership:
In accordance with the Participant Agreement, the main requirements as regards each type of participation are as
follows:
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-
All entities must enter a Participant Agreement in which
the more detailed requirements of participation are set
out: See below under answer to Question C.4
-
Currently all VP LUX Participants are either EU/EEA licensed
credit institutions subject to prudential supervision or licensed as central bank. Also EU/EEA Governments (central, local or regional), CCPs and corporates may be participants with VP LUX. (Corporate issuers, e.g. Maersk A/S,
are required to interact with VP LUX via another VP LUX
Participant licensed as credit institution)
D. Participants may terminate their participation in VP LUX subject to six months notice and providing all outstanding membership obligations have been satisfied before the expiration
of the notice of termination. Additional liabilities may remain
after the point of exit if the Participant in question contributes
to the VP LUX capital resources. These liabilities can expire
three months after the end of the financial year (of exit).
E.
Where a Participant connected to VP LUX's clearing business
grossly or repeatedly disregards the conditions of connection
or becomes the subject of winding-up proceedings or an
administration order etc., VP LUX shall be entitled to terminate
the Participant Agreement in question. Where the supervisory
authorities issue an order in respect of a Participant connected to VP LUX's Book-Entry Business as an Account Holder or
such a Participant becomes subject to winding-up proceedings or an administration order etc., VP LUX shall be obliged
and entitled respectively to terminate the Participant Agreement in question.
F.
VP LUX is subject to liability as towards its Participants where a
book-entry or clearing and settlement related service from VP
LUX is delayed or contains errors or defects. This liability shall
be limited to remedy and re-delivery unless in cases of gross
negligence or fraudulent behaviour from VP LUX.
IV. Relationships with other SSSs and commercial intermediaries
A. VP LUX maintains three automated linkages with Clearstream
Banking Luxembourg, Monte Titoli and VP (DK).
1.
Identity of other SSSs and type of securities transferred via
the linkage:
Re. Link with Clearstream Banking Luxembourg (CBL):
VP LUX Disclosure Framework August 2015
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a) See answer to Question IV.A,
b) All securities with VP LUX are eligible for transfer via the
linkage.
c) The transfer of securities via the CBL-VP LUX linkage
can be effected via DvP or by free of payment transfer.
d) CBL does not provide custody services to VP LUX (the
link is a one-way link with VP LUX acting as issuer-SSS)
Re. Link with VP (DK)
a) See answer to Question IV.A,
b) All securities with VP LUX are eligible for transfer via the
linkage.
c) The transfer of securities via the VP (DK)-VP LUX linkage can be effected only by free of payment transfer.
d) VP (DK) does not provide custody services to VP LUX
(the link is a one-way link with VP LUX acting as issuerSSS).
Re. Link with Monte Titoli (Italy)
a) See answer to Question IV.A,
b) All securities with VP LUX are eligible for transfer via the
linkage.
e) The transfer of securities via the Monte Titoli-VP LUX
linkage can be effected via DvP or by free of payment transfer.
f) Monte Titoli does not provide custody services to VP
LUX (the link is a one-way link with VP LUX acting as issuer-SSS)
B.
Standards used by VP LUX when approving/reviewing relationships with other SSSs: CSD license as well as operational
requirements of on-line communication based on international standards, including SWIFT securities messages.
C. Measures in place to protect VP LUX and its participants
against the failure of other SSSs to meet obligations as towards
VP LUX: no custody exposure; no credit exposure since all decisions relating to credit and collateral lie with the pertinent
Clearing Member.
V. Securities transfers, funds transfers, and linkages between transfers
A. Hereinafter, the phrase “transfer order” includes both DVP
(deliver-versus-payment) and FOP (free-of-payment, hereunder
VP LUX Disclosure Framework August 2015
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pledge and repurchase transactions). VP LUX validate and
match all transfer orders prior to settlement.
1.
Matching is required for all types of transfer orders (i.e.
both transfer orders against payment and free of payment). Matching is not carried out with respect to unilateral transfers where an Account Holder transfers securities
between its own accounts.
2.
When two transfer orders match and thus are ready for
settlement, the transfer orders cannot unilaterally be revoked. Parties may bilaterally cancel also their matched
transfer orders prior to settlement.
a) If a Participant fails to meet its obligations (i.e. fails to
make the requisite securities/cash available at the
time of settlement, the transfer order in question will
be set on hold. The failing party may release the transfer order when the fail has been corrected in accordance with VP LUX Clearing Rules. This principle will
also apply in the event and irrespective of an Insolvency Event, with a Participant.
b) The above rule is a feature of the VP LUX Participant
Agreement and the Clearing Rules in accordance
with the EU Settlement Finality Directive as implemented in Luxembourg law.
c) Transfer orders become binding as from successful
match.
B.
N/A
C. A description of how securities transfers are processed in VP
LUX:
Securities settlement is effected by crediting/debiting the securities in the affected VP LUX Securities Accounts.
1.
Transfer orders in VP LUX are processed as debits and
credits to the Securities Accounts of the Participants or
their customers/clients.
2.
Settlement can be effected RTGS only.
3.
Securities can be settled against cash (DVP) during TARGET2 opening hours.
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4.
Settlement is possible on all TARGET 2 opening days.
D. Cash settlement in conjunction with the VP LUX System is
made as debits and credits to balances held at the TARGET2
payment system.
E.
1.
VP LUX does not maintain any form of cash accounts for
its participants. Settlement can only be instructed by a VP
LUX Clearing Member who has appointed a cash account with TARGET2.
2.
The participant who holds a cash settlement account with
a commercial bank (i.e. another VP LUX Clearing Member) bears the credit risk associated with the default etc.
of the said bank. A participant who holds a settlement
account at the TARGET2 Payment System is not exposed
to credit risk.
3.
VP LUX does not provide any credit extensions or advances of funds to its participants and does therefore not
expose itself to any credit risk.
4.
n.a. (see answer to question V.D.3.)
A description of the settlement system used in VP LUX:
The VP LUX SSS is an RTGS DVP system (BIS DVP Model 1 ‘Gross,
Simultaneous Settlements of Securities and Funds Transfers’).
1.
Securities settlement and corresponding cash settlement
are processed within different systems; securities settlement is carried out in VP LUX, while cash settlement is effected through the TARGET2 Payment System. The two systems are linked in accordance with an agreement between VP LUX and the Luxemburg Central Bank with
communications being effected via SWIFT. Securities settlement is linked to cash settlement on a trade-by-trade
basis.
2.
Securities settlement and the corresponding cash settlement become final (i.e. irrevocable and unconditional) at
the same point in time. A transfer order is finally completed upon crediting (book-entry) of the securities to the recipient’s securities account. The final delivery of securities
does not precede the final transfer of funds. Participants
cannot dispose of such securities prior to funds finality. The
final delivery of funds does not precede the final delivery
VP LUX Disclosure Framework August 2015
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of securities. Participants cannot dispose of such funds
prior to securities finality.
The timing of finality is the
same for all such instruments as are eligible for settlement
within VP LUX.
3.
F.
Participants have access to clearing information both prior to settlement as well as after finality.
VP LUX does not "guarantee" cash or securities settlement.
1.- 3. n.a. (see answer to question V.F.)
VI. Default procedures
A.
In accordance with VP LUX’ s rules and procedures, VP LUX
Participants may only carry out the agreed functions and
maintain their participation in VP LUX as long as they continue
to satisfy the conditions here for as laid down by legislation
and the Participant Agreement.
An Account Holders material or repeated breach of the terms
of the Participant Agreement will be reported to the supervisory authorities. If ordered to do so by the authorities, or if an
Account Holder becomes subject to an Insolvency Event, VP
LUX will be obliged and entitled respectively to terminate the
Agreement with the Participant in question.
VP LUX will similarly be entitled to terminate its Participant
Agreement with a given Clearing Member in case of material
or repeated breach of the terms of the said agreement. The
same shall apply if a Clearing Member becomes subject to
an Insolvency Event.
1.
If a Participant fails to satisfy a solvency test under the
applicable laws of that Participant’s jurisdiction, VP LUX
shall be entitled to terminate its Participant Agreement
with that Participant. The same shall apply should the Participant become subject to winding-up proceedings, an
administration order or compulsory composition etc.
2.
The entitlement to terminate Participant Agreements in
the event of breach etc. is set out in the Participant
Agreement. As dependent on the participation category
of the Participant in question, this right of termination is
conferred on the CSSF, the BcL and/or VP LUX (i.e. VP
LUX’s Board of Directors). The said right may be exercised
at the discretion of these entities and is likely to be so e.g.
VP LUX Disclosure Framework August 2015
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in the event of a Participant’s repeated or material
breach of the Agreement.
The right to impose fees set out in the Clearing Rules of the
Participant Agreement and is conferred upon VP LUX at
whose discretion it may be exercised.
B.
Procedures followed by VP LUX in the event of a Participant
breach: the Participant in breach will be disconnected - it will
not be able to enter into new obligations and it will not be
able to access its Securities Accounts with VP LUX. No unwinds of transfers (i.e. settlements) will be necessary or possible.
1.
VP LUX informs all participants immediately after an event
of default has occurred.
2.
In the event of participant default etc, VP LUX will continue to meet its obligations as towards the participants: VP
LUX will continue its operations as normal and settlement
will continue under VP LUX's normal conditions. Where,
exceptionally, the defaulting Participants transfer orders
are entered into the VP LUX settlement system after the
moment of opening of insolvency proceeding against the
Participant and are carried out on the day of opening of
such proceedings, they shall be legally enforceable and
binding on third parties only if, after the time of settlement, VP LUX can prove that it was not aware, nor should
have been aware on the opening of such proceedings
3.
VP LUX is not at risk in the event of a participant's default
as VP LUX is not party to the transactions.
4.
Due to the limited scope of activity and the design of the
VP LUX securities settlement system there is no settlement
risks for involved with settlement of securities with VP LUX
as all securities are dematerialised and transferred by
book-entry in VP LUX, as principal risk is eliminated via
RTGS procedures, as all securities are settled against central bank money, as settlement finality occur no later than
the end of the settlement day and as VP LUX does not extend credit to its participants. Due to this limited scope of
activity and facilities (RTGS settlement only), VP LUX does
not currently apply collateral requirements and limits as
part of its risk controls to address participant’s failures to
VP LUX Disclosure Framework August 2015
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settle. Additional risk controls will be introduced on demand (e.g. due to growth in transaction volumes.
5.
n.a. (see answer to question VI.B.2)
6.
The VP LUX settlement system does not comprise provisional transfers of securities or funds.
7.
Neither bankruptcy nor insolvency can be declared retrospectively in Luxembourg.
8.
Transfers (i.e. settlements) of securities or funds that in answer to question V.E.2. are defined as final, will under no
circumstances be unwound in VP LUX.
VII. Securities overdrafts, securities lending, and back-to-back transactions
A. Debit positions (overdrafts) in securities accounts at VP LUX
can never arise.
1.- 4. n.a. (see answer to question VII.A.)
B.
VP LUX does not provide for the lending of securities.
1.- 4. n.a. (see answer to question VII.B.)
C. In VP LUX, back-to-back transactions are settled as follows:
Only if the participant has securities on deposit with the
SSS that have received pursuant to a final securities transfer
VIII. Risk control measures
A. A description of the roles and responsibilities of those sectors
of VP LUX as are responsible for risk management and control:
1.
VP LUX has a process for the internal review of risk management policies and procedures. A description of this
process is contained in the VP LUX rules and procedures
pertaining to safeguard measures.
2.
VP LUX has a risk management policy that addresses the
review and approval of new products and services to be
offered by VP LUX. The risk management approval of a
new product or service is given at the Board of Director
level of VP LUX's organisation.
VP LUX Disclosure Framework August 2015
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B.
3.
VP LUX risk management functions are dedicated to a VP
LUX manager.
4.
The VP LUX Board of Directors review risk management
policies and procedures. VP LUX's Board has the support
of an internal systems audit. The Board does not have a
risk management committee.
VP LUX's activities are subject to both an external and internal
systems audit.
1.
The external systems audit is effected by Deloitte Luxemburg, while the internal systems audit is performed by the
VP Internal Information Systems Audit as appointed by VP
LUX's Board of Directors, and employed by the VP Board
of Directors
2.
VP LUX's compliance with both internal controls as well as
external rules and procedures is audited by the external
systems audit. The internal systems audit encompasses supervision of whether: VP LUX's systems accord with the law
and VP LUX's statutes; security, safeguard measures and
audit requirements are satisfied during the development,
upkeep and operation of the systems; VP LUX's business
conditions are adequate from a security and safeguard
point of view; VP LUX's guidelines accurately reflect the
functioning of the VP LUX System; and security and safeguard procedures are followed in conjunction with daily
operations.
3.
VP LUX is audited continuously by both the external and
internal systems audit.
4.
The conclusions of the audit reports of the internal and external systems audit are available to the CSSF and to a
participants audit committee.
C. N/A
D. According to Luxembourg law VP LUX hold a statutory lien on
the securities held in or transferred through it. VP LUX waives
any right it may have on its own behalf under this lien.
1.- 2. n.a. (see answer to question VIII.D.)
E.
Circumstances in which collateral is used to limit or mitigate
risk:
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1.
F.
N/A
The VP LUX Settlement system does not use limits on exposure
as a method of monitoring or controlling risk.
1.- 6. n.a. (see answer to question VIII.F.)
G. A description of other controls to mitigate or reduce risks at VP
LUX:
1.
VP LUX has the capacity to monitor participants' accounts
during processing. Within the parameters of VP LUX's settlement system, VP LUX's participants also have the capacity to monitor their accounts continuously during processing.
2.
Due to the low-risk design of its settlement system (see answer to question IV.B.4), VP LUX does not have a special
risk control regime as regards participants known to be
experiencing financial difficulties.
IX. Operational risks
A. Since start of operations in 2008 the average VP LUX system
availability as well as the average VP LUX SWIFT network availability has been between 99,5% and 100 % each month. No
settlements have been delayed, disrupted or otherwise failed
because of operational problems since start of operations.
B.
A description of contingency/disaster recovery planning at VP
LUX:
1.
VP LUX has a formal contingency plan for business continuity in place.
2.
The plan is not available to the participants.
3.
The plan is rehearsed on an annual basis. This testing includes the switching of communication lines to the participants.
4.
Major elements of the business continuity plan:
Access to a back-up site.
Establishment of an emergency organisational structure.
Access to a complete hardware installation.
VP LUX Disclosure Framework August 2015
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5.
Continuous mirroring of data on to discs located
offsite.
Substitution of VP LUX's entire communication system.
The planned time for VP LUX's resumption of operations if
the primary systems become unusable is 1 hours.
C. Key features of the internal controls covering operations and
security at VP LUX: establishment of operational control and
securities measures:
The entire VP (DK) and VP LUX organisations are focused on
operational integrity and security. As subject to the external
systems audit, the internal systems audit evaluates the internal
controls: that the controls are working, adequate and in
compliance with the directives of VP LUX's Board of Directors.
Policy decisions regarding internal control and security are
made by VP LUX's Board of Directors. Detailed decisions are
made by the General Management.
1.
VP LUX has detailed controls and procedures in place to
ensure that VP LUX acts only on authentic settlement instructions from valid participants.
2.
The internal operational and security controls of VP LUX
are included in both the external and internal audit of VP
LUX.
3.
The internal operational and security controls of VP LUX
are covered by regulatory requirements as applicable to
VP LUX, specifically an executive order pertaining to the
systems audit.
D. VP LUX does not impose any minimum operational standards
on third parties (e.g. communication providers) as separate
from settlement participants.
1. No specific standard exist for third parties or participants,
but a new participant must undergo a formal test before
being granted access to the VP LUX System. This test covers technical and operational as well as business matters.
The test as well as acceptance criteria are specified by VP
LUX.
2. The general rule of Luxembourg law is one of liability
based on fault (culpa). In the event of losses incurred due
to operational problems caused by third parties or particiVP LUX Disclosure Framework August 2015
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pants, VP LUX would need to bring legal action against
the third party or participant. As regards the consequences of operational problems in relation to the other participants, see answer to question III.F.
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