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Regulatory Compliance

Broadridge Corporate Issuer Newsletter

Explore our global solutions for key regulatory requirements

Alternative Investment Fund Managers Directive (AIFMD)

The AIFMD is part of an increased push for investor protections that the European Union undertook just before the 2008 financial crisis. It was accelerated when the crisis exposed systematic risks to the EU economy. AIFMD places hedge funds, private equity, and other alternative investment firms into a regulated framework for disclosure and transparency to protect investors and set standards for marketing around raising private capital, remuneration policies, risk monitoring, and reporting, and overall accountability.

AIFMD is a complex, sometimes ambiguous rule with tight deadlines that poses a significant reporting burden for most managers. We help firms define rules, run compliance reviews, and produce in-depth, targeted reports in a streamlined, highly automated reporting environment to comply with AIFMD requirements.

FCA's Assessment of Value (AoV) Rule

AoV is the Financial Conduct Authority’s rule requiring management companies and independent non-executive directors (INEDs) to review and analyze funds to ensure they provide value. It mandates that firms assess value for each fund and that all fund boards must include at least two new independent INEDs. The objective of the rule is to provide greater scrutiny of costs and performance while adding an independent voice to the process to ensure that investor interests are being protected.

Beyond specifically requiring the review of net performance, the FCA gives no other insight on how to look at performance. This presents a challenge for firms looking to establish an AoV process. We help navigate the rule’s requirements and furnish efficient ongoing oversight through streamlined data collection, analysis, and reporting.

Basel III

As part of the Basel Committee on Banking Supervision's (BCBS) continuous effort to enhance the banking regulatory framework, Basel III improves the sector's ability to deal with financial stress through risk management and transparency. It is a comprehensive set of reform measures to promote stability by strengthening regulation, supervision, and risk management in the banking sector. Compliance with new Basel III standards began Jan 2013 and have been progressively phased in. New requirements cover regulatory capital and liquidity ratios.

We advance firms to a best-practice operation for Basel III by helping them efficiently and reliably monitor real-time intraday cash positions for actual, projected and historical balances, as well as make informed, effective and accurate funding decisions.

California Consumer Privacy Act (CCPA)

Following on the heels of the European Union’s General Data Protection Regulation (GDPR), the CCPA grants consumers new rights concerning the collection of their personal information. It grants a consumer the right to request a business to disclose the categories and specific pieces of personal data that it collects about the consumer, the categories of sources from which that information is collected, the business purposes for collecting or selling the information and the categories of third parties with which the information is shared. It also requires a business to make disclosures about the information and the purposes for which it is used.

Many companies doing business in California will need to reassess data collection and use and modify their business processes to meet CCPA requirements. We help companies manage communications data to comply with privacy requirements and protect the interests and preferences of their customers.

SEC Rule 613 - Consolidated Audit Trail (CAT)

With the Consolidated Audit Trail, the Securities and Exchange Commission aims to create a single, comprehensive database to track equity and option securities trading across U.S. markets. The primary goal is to improve the ability of the SEC and the Self-Regulatory Organizations (SROs) to oversee trading. The CAT will track orders throughout their life cycle and identify the broker-dealers handling them, thus allowing regulators to more efficiently track activity in eligible securities throughout the U.S. markets.

In the first phases of implementation, self-regulatory organizations (SROs) are challenged to submit a plan to create, implement, and maintain the CAT according to specific requirements. We combine industry knowledge and innovation to help firms discover new opportunities, avoid potential obstacles, and achieve future business efficiency and growth from their CAT implementation.

Central Securities Depositories Regulation (CSDR)

As part of the European Union’s regulatory reform in the aftermath of the financial crisis, CSDR supports the functioning and stability of EU financial markets by enhancing legal and operational conditions for cross-border settlement. It introduces the offering of omnibus and segregated accounts, the requirement to report internalized settlement, and the settlement discipline regime, under which market participants will be liable to pay penalties or charges against each transaction that fails.

CSDR carries clear implications for the broader securities industry in Europe and will mandate changes to a number of steps in the trade life cycle. Broadridge brings a higher level of efficiency, automation, accuracy, and control to post-trade and expense management to help firms meet CSDR obligations.

Dodd-Frank Wall Street Reform and Consumer Protection Act

Dodd-Frank is a massive piece of financial reform legislation targeting the sectors of the financial system that were believed to have caused the 2008 financial crisis, including banks, mortgage lenders, and credit rating agencies. It originally contained numerous provisions that were to be implemented over a period of several years, including the establishment of a number of new government agencies to oversee its components and subsequently many aspects of the financial system. However, Congress recently rolled back some restrictions in response to protests that the regulatory burdens it imposes could make United States firms less competitive. New requirements cover three key areas of an institution’s workflow: execution, clearing, and reporting.

European Market Infrastructure Regulation (EMIR)

EMIR aims to increases transparency across the over-the-counter (OTC) derivatives market to create a clear view of turnover, participants and market manipulation, as well as reduce the number of the counterparties involved and reduce the operational risk for market participants. In a quest to be more transparent and reduce risk, EMIR has introduced new obligations for derivative-trading companies, including reporting of all derivative contacts, mandatory centralized clearing of standardized OTC derivatives, risk mitigation techniques for non-centrally cleared derivatives, and enhanced collateral requirements.

Meeting EMIR requirements poses significant technical and regulatory challenges. We transform post-trade control and reporting with strategic solutions to reduce exposure to EMIR requirements and other reporting mandates.

Fundamental Review of the Trading Book (FRTB)

Designed to replace a series of patches introduced after the financial crisis, FRTB is a comprehensive suite of capital rules developed by the Basel Committee on Banking Supervision as part of Basel III. It is vast in scope and touches upon a number of complex but pivotal issues – from the design of the basic model used to measure risk to the process for deciding what sits in the banking and trading books. While Basel 2.5 was implemented in the immediate aftermath of the financial crisis as a stopgap measure to lift trading book capital requirements, the FRTB is primarily aimed at consolidating existing measures and reducing variability in capital levels across banks.

Compliance has the potential to increase cost of capital – in particular, to support trading activities – for banks with required infrastructure and workflow changes. Our award-winning risk management solutions support and automate the securities life cycle to help clients adapt to regulations like the FRTB.

G-20 Reporting

The regulatory directives from the Pittsburgh G-20 summit are meant to increase transparency and reduce counterparty risk around OTC derivatives, requiring that OTC derivative contracts are reported to a trade repository and cleared through a CCP. How each of the member states implements the regulation is dependent on the local regulator; some of these regulations are already live, and some are in progress.

Data and processing fragmentation has presented a challenge to G-20 reporting compliance. We take a strategic approach to reporting driven by expertise and innovation, helping our clients reap new benefits from mandatory trade reporting projects like meeting G-20 requirements.

General Data Protection Regulation (GDPR)

The European Union’s GDPR is a legal framework that sets guidelines for the collection and processing of personal information from individuals who live in the EU. It intends to regulate the processing of personal data relating to individuals, whether by an individual, company, or organization. The GDPR mandates that site present EU visitors with several data disclosures and take steps to facilitate such EU consumer rights as timely notification in the event of personal data being breached. As a replacement for the Data Protection Directive 95/46/EC (intended to harmonize data privacy laws across Europe), the GDPR may be the most significant change in data privacy regulation in decades.

Since the GDPR applies to the location of visitors not where websites are based, it presents challenges to all firms servicing clients in the EU. We transform communications data management to help companies comply with privacy requirements and protect the interests and preferences of their customers when it comes to information privacy.

Monetary Authority of Singapore (MAS)

The MAS is known to have some of the most comprehensive cybersecurity regulations in the world, including its national guidelines for cyberbanking in the world. Some MAS requirements include source code inventory and review, vetting of outsourced information technology and software, mobile security testing, vulnerability assessment, and routine information technology audits. Penalties for non-compliance with MAS requirements include fines, reputational damage, and revocation of license to operate in Singapore.

MAS compliance sets the standard for international cybersecurity, but it requires consistent, robust, and granular controls. We help our international clients with global solutions to improve control and spur business growth.

Markets in Financial Instruments Directive II (MiFID II)

A revamped version of the Markets in Financial Instruments Directive, the European Union’s MiFID II increases protection for investors and adds transparency to all asset classes, from equities and fixed income to exchange-traded funds (ETFs) and foreign exchange. One of the EU’s most extensive, pieces of legislation, MiFID II covers virtually every aspect of trading, requiring firms to report more trade information faster, including price and volume.

MiFID II compliance adds to the scale and complexity of regulatory requirements affecting firms operating in European jurisdictions. We help clients store and access historical data, and capture key information and trade life-cycle decision points, to comply with best execution and transaction reporting standards.

SEC Corporate Disclosures

Public companies must keep their shareholders informed on a regular basis. The Securities and Exchange Commission requires all publicly traded companies to disclose certain types of business and financial data to the SEC and to the company's stockholders. These documents must be filed so they can be made publicly available on the SEC’s EDGAR website and subject to review by SEC staff for compliance with federal securities laws.

The composition, filing, and printing of SEC disclosure materials can be a cumbersome process — with significant consequences for non-compliance. We help streamline compliance, reduce costs, and accelerate outcomes with a full range of services for capital markets transactions and compliance disclosure.

SEC Section 15(c) of the Investment Company Act of 1940

Board reporting is an essential part of helping to protect the interest of the shareholders and ensuring service provider accountability for the operation of a mutual fund. Under Section 15(c) of the Investment Company Act of 1940, the Securities and Exchange Commission requires directors to request and evaluate, and the fund’s advisor must furnish, information that may be reasonably necessary for the directors to assess the terms of a fund’s advisory agreement, known as the “15(c) process.”

We’ve been providing accurate, independent, and objective fund analysis needed to comply with 15(c) for more than 29 years. Our dedicated solution helps fund directors meet the highest standard of fund board reporting so they have the information they need to fulfill their responsibilities and stay compliant.

SEC Rule 17AD-17

Stock and mutual fund transfer agents have long been required by the Securities and Exchange Commission to search for lost security holders, governed by the SEC’s longstanding Lost Securityholders and Unresponsive Payees rule. As a protective measure for investors who become lost security holders, SEC Rule 17Ad-17 obligates transfer agents — and more recently, broker-dealers — to follow and document their adherence with the search and mailing requirements specified within the rule.

SEC Rule 22c-2

With shareholder trading activity moving further away from fund managers, the responsibility to ensure compliance remains with the fund. The Securities and Exchange Commission’s Rule 22c-2 allows fund companies to request detailed trade information within omnibus accounts from their intermediaries to be analyzed for market timing activity and to impose short-term redemption fees of up to 2% of redemption trades to discourage market timing and sanctions that would block known market timing violators from buying shares in their funds for a period of time. Rule 22c-2 requires mutual fund companies to determine if short-term redemption fees are necessary to prevent market-timing abuses.

We help capture, analyze, and report trading activities to support shareholder compliance, driving compliance, and minimizing risk by automating or even fully outsourcing compliance monitoring.

SEC Rule 22e-4

The Securities and Exchange Commission’s liquidity rule will benefit fund investors and help reinforce public confidence by promoting more effective liquidity risk management and better public market liquidity transparency. The rule requires asset managers who offer mutual funds and exchange-traded funds (ETFs) to establish a robust and formalized program to manage liquidity and report liquidity limit breaches to the SEC and the fund board as needed. It also requires each open-end fund, including traditional mutual funds and exchange-traded funds (ETFs) but excluding money market funds (MMFs), to establish a formal liquidity risk management program that includes certain key components.

SEC Rule 30e-3

In an effort to improve the investor experience, the Securities and Exchange Commission’s Rule 30e-3 under the Investment Company Act of 1940 allows, but does not mandate, mutual funds to use a “Notice & Access” method to deliver annual and semi-annual reports. Under the rule, a fund may deliver its shareholder reports by making them publicly accessible for free on a website and sending investors a paper notice of each report’s availability by mail. Investors who prefer to receive the full reports in paper may at any time choose that option free of charge.

Challenges around 30e-3 compliance include cost and impact to the user experience. We deliver efficient solutions to help firms prepare for the implementation of the rule and capture shareholder's delivery preferences while reducing shareholder costs and improving the investor experience.

Securities Financing Transactions Regulation (SFTR)

SFTR is the European Union's response to the Financial Stability Board (FSB)'s policy proposals on securities lending and repos aiming to reduce perceived “shadow banking” risks in the securities financing markets. SFTR requires market participants to report details of their securities financing transactions (SFTs), including repurchase agreements (repos), securities lending, sell/buy-back transactions, and margin lending. Like EMIR for derivatives reporting, SFTR establishes that both parties to a trade need to report new, modified or terminated SFTs to a registered or recognized TR on a T+1 basis. It also offers the possibility for counterparties subject to the reporting obligation to delegate the reporting of these details.

This regulation represents a significant change to the securities financing world that will require firms to change their existing processes and overcome many potentially complex challenges. Our expertise in both securities finance and trade reporting regimes will enable clients to adapt to SFTR smoothly while minimizing operational disruption and reducing the impact of compliance.

Shareholder Rights Directive II (SRD II)

SRD II is a European Union directive intended to strengthen shareholder positions and ensure that decisions are made for the long-term stability of a company. It amends the original SRD, which came into effect in 2007, with the objective of improving corporate governance in companies which have their registered office in an EU member state and whose securities are traded on the EU’s regulated markets. It clarifies definitions, standardizes communication formats, and sets minimum data requirements and deadlines around shareholder identification, agenda distribution, and voting by intermediaries and vote confirmation.

Intermediaries need to act quickly to evolve existing processes into efficient methods of compliance. By extending our world-class global proxy management offering and award-winning blockchain-based shareholder disclosure management service, we are uniquely positioned to help intermediaries, both retail and institutional, meet their SRD obligations.

Across the globe, financial institutions large and small face increasing pressure from evolving regulatory requirements. We partner with our clients to help them not only meet requirements, but also turn compliance into an opportunity to enrich client engagement, optimize operations, and drive revenue growth. We provide accurate data and critical insights, tools to improve efficiency, and the highest levels of certified information security. Our unique perspective from the centre of the financial industry lets us see ahead to help our clients navigate a complex regulatory landscape and deliver efficient, reliable and cost-effective ways to meet requirements and get ready for what’s next.

Steering Committee Members

Thomas Broderick
State Street Corporation
Custodial Bank
Lawrence Conover
National Financial Services LLC
Broker-Dealer
Steven Dapcic
Pershing LLC
Broker-Dealer
Michael Garland
The New York City Comptrollers’ Office
Institutional Investor
Stacey K. Geer
Primerica Inc.
Corporate Issuer
Philip Larrieu
California State Teachers’ Retirement System
Institutional Investor
Gloria Lio
Bank of New York Mellon
Custodial Bank
Mark S. Lyon
Synchrony Financial
Corporate Issuer
Michael Marino
Credit Suisse
Custodial Bank
James Monahan
Morgan Stanley & Co. Inc.
Broker-Dealer
Stephen Norman
S.P. Norman & Company, LLC
Committee Chair
William J. O'Shaughnessy
Quest Diagnostics Inc.
Corporate Issuer
Valiere Simpson
TD Ameritrade
Broker-Dealer
Chad Spitler
CamberView Partners
Corporate Issuer
Joseph C. Swanson
The NorthernTrust
Corporation
Custodial Bank
Photo: Telecom sales rep meets with a new customer, demonstrating electronic communications capabilities Photo: Telecom sales rep meets with a new customer, demonstrating electronic communications capabilities

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