2012-02-17
Added
The National Banking and Securities Commission establishes general provisions for securities rating agencies, defining key terms and requiring authorization applications to include detailed operational programs, internal manuals, codes of conduct, and financial viability studies. Agencies must maintain updated documentation, ensure staff meet technical and integrity standards, and structure service contracts to mandate client information provision, confidentiality, and pre-publication notification of ratings. The rules prohibit economic dependence conflicts of interest and require the disclosure of prior ratings from other agencies and client equity participation in the rating agency.
CNBV published 1 document in the last 30 days — get each new one by email the day it lands.
GENERAL PROVISIONS APPLICABLE TO SECURITIES RATING AGENCIES Published in the Official Gazette of the Federation on February 17, 2012.
Updated with modifications published in the same Official Gazette on April 30, 2013 and July 9, 2014.
The National Banking and Securities Commission, with the agreement of its Board of Directors, pursuant to Articles 335, fraction VI, 336, second paragraph, 339 and 417 of the Securities Market Law, as well as Articles 3, fraction IV, subsection a), 4, fractions V, VII, XIV, XXXII, XXXVI and XXXVIII, 16, fraction I and 19 of the National Banking and Securities Commission Law, and
CONSIDERING
That it is necessary to update the regulatory framework applicable to securities rating agencies, taking into account the new requirements of financial markets, international experience, and the provisions established by international financial organizations regarding securities rating, including the provisions governing the conduct of the securities rating agency itself, its board members and executives, which must be contained in a code of conduct;
That due to the development and sophistication of financial markets and the consequent creation of more complex instruments issued more frequently, such as asset-backed securities, it is necessary to strengthen the provisions regarding the study, analysis, opinion, evaluation and determination of the credit quality of such securities carried out by securities rating agencies;
That it is required to establish the obligation for securities rating agencies to have control and monitoring mechanisms that ensure that their processes and methodologies for the study, analysis, opinion, evaluation and determination of the credit quality of securities or clients are carried out with independence and quality, in order to reinforce the confidence and credibility of the investing public in the opinions issued by these securities rating agencies;
That it is convenient to establish the minimum elements that securities rating agencies must consider in their processes and methodologies for the study, analysis, opinion, evaluation and determination of the credit quality of securities or clients, in order for such processes and methodologies to be sufficiently comprehensive and exhaustive to ensure a reliable, independent and quality rating;
That in order to protect the interests of the investing public or acquirers of securities, while providing greater information to the securities market, it is deemed necessary to establish that the information disclosed by securities rating agencies to the public must be updated, relevant, timely, of quality and clear so that they can incorporate such information as part of their analysis processes and, where applicable, have reference information to make an investment decision;
That likewise, in order to preserve independence and precision in the process for the study, analysis, opinion, evaluation and determination of the credit quality of securities or clients, various mechanisms are established for the exchange of information or clarifications between the securities rating agency and the client who has contracted its services, and it is also determined that it will be considered a misuse or act contrary to sound practices of the stock markets if securities rating agencies provide their services when they are in situations of economic dependence that imply a conflict of interest, so they must abstain from providing their services in such cases;
That in order for the market to be better informed, it is necessary for securities rating agencies to publish on one hand and periodically send to the National Banking and Securities Commission on the other, various information related to their activity so that the Commission itself, in the latter case, provides it to the general public in an expeditious and free manner through its website on the worldwide network, has resolved to issue the following:
GENERAL PROVISIONS APPLICABLE TO SECURITIES RATING AGENCIES
INDEX
PROVISIONS
Transitory Articles
(4) Annex 1 Minimum guidelines to be considered by securities rating agencies in the preparation of their codes of conduct.
Annex 2 Instruction for the preparation of the annual report.
Annex 3 Rules of operation, use of electronic keys and passwords for the information transfer system on securities “STIV-2”.
Annex 4 Persons responsible for sending information through “STIV-2”.
Annex 5 Information required regarding the list of ratings.
Annex 6 Data of the person responsible for sending information via SITI.
GENERAL PROVISIONS APPLICABLE TO SECURITIES RATING AGENCIES
FIRST.- For the purposes of these provisions, the following shall be understood:
I. Commission, the National Banking and Securities Commission.
II. Consortium, as established by the Law.
III. Control, as indicated by the Law.
IV. Business group, as provided by the Law.
V. Relevant information, as considered such by the Law.
VI. Rating institution, the securities rating agencies authorized by the Commission to organize and operate as such and provide the service consisting of the study, analysis, opinion, evaluation and determination of the credit quality of Securities, in terms of the Securities Market Law.
VII. Law, the Securities Market Law.
VIII. Command power, as indicated by the Law.
IX. SEDI, the electronic system for sending and disseminating information to the stock exchanges in question, authorized by the Commission.
X. SITI, the Interinstitutional Information Transfer System, which is part of the Commission’s Official Registry.
XI. STIV-2, the Securities Information Transfer System, implemented by the Commission for the sending of information referred to in the Ninth, Tenth, and Eleventh of these provisions, to which access is gained through the Commission’s website on the worldwide network known as Internet at the following site http://www.cnbv.gob.mx, and for whose use the provisions of Annex 5 of these provisions shall apply. This system forms part of the Commission’s Official Registry.
XII. Securities, as indicated in the Law.
XIII. Asset-backed securities, Securities whose source of payment comes from the resources, yields or income generated by a set of financial assets that have determined or determinable payment flows, or by any asset intended to ensure the fulfillment of the payment of the issuance, which grant the right to receive cash flows within a determined period or, where applicable, the right to ownership or title of said financial assets.
Asset-backed securities shall not be considered those issued under the authority of Article 7, fractions II, subsection c) and V of the General Provisions applicable to issuers of securities and other participants in the securities market, published in the Official Gazette of the Federation on March 19, 2003 and their respective modifications, nor the shares representing the social capital of investment companies referred to in the Investment Companies Law. Nor shall securities issued by collective investment vehicles listed and traded throughout stock market sessions on stock markets recognized by the Commission, whose primary objective is to seek to reproduce the behavior of one or more indices, financial assets or reference parameters, be considered as asset-backed securities.
SECOND.- The application for authorization to organize and operate as a Rating Institution, in addition to what is indicated by Article 335 of the Law, must be accompanied by the following:
I. List of persons responsible for audit and regulatory compliance functions, technical personnel responsible for the preparation and, where applicable, monitoring of opinions regarding the credit quality of Securities or clients, as well as documentation accrediting their technical experience.
II. General operating program that includes, at least, the bases regarding its organization, including a description of the infrastructure of its information systems, in which the characteristics of security, support and backup in case of contingencies are detailed.
III. Internal manuals, which must contain at least the following:
a) Delimitation of the responsibilities of each area, as well as hiring policies for executive and technical personnel. b) Description of the rating process, in which at least the policies and methodologies applicable at each of its stages must be specified, detailing:
THIRD.- Rating Institutions must keep updated the documentation they accompanied with their application for authorization. For this purpose, they must send to the Vice Presidency of the Commission in charge of their supervision, the modifications to the information contained in the documents indicated in the Second of these provisions, as well as what is indicated in Article 335 of the Law, within ten business days following the date on which they are made. The Commission will have a period of 20 business days following receipt of the corresponding modifications presented by the Rating Institution to resolve what is appropriate. Upon expiration of this period, resolutions will be understood to be in the positive sense for the Rating Institutions. At the request of the Rating Institution, a certificate of such circumstance must be issued within two business days following the presentation of the respective request. In any case, regarding the objection to the rating process, what is indicated in the Eighth of these provisions must be observed.
FOURTH.- The executive and technical personnel of Rating Institutions whose functions are related to the study, analysis, opinion, evaluation and determination of the credit quality of Securities or clients, must meet the following requirements:
I. Have technical knowledge and experience in financial matters and credit analysis.
II. Not have been convicted by an irrevocable sentence for a serious crime or of a patrimonial nature that merits corporal punishment.
III. Not have a conflict of interest in relation to the Securities subject to credit rating, their issuers or clients.
FIFTH.- The services provided by Rating Institutions must be agreed upon in the contracts or agreements they enter into with their clients. Such contracts or agreements, in addition to containing the stipulations corresponding to their nature, must foresee the following:
I. The information that the Rating Institution will require from the client and the deadline for its delivery, in order to be able to perform the study, analysis, opinion, evaluation and determination of the credit quality of the Securities or clients.
II. The obligation on the part of the client to provide periodically and in a timely manner, the information that the Rating Institution requires, so that the latter is in a position to monitor the opinion and rating granted, with the frequency that the economic and financial conditions of the client itself so require.
Likewise, it must be provided that in the event that the client does not provide the information required by the Rating Institution within the deadlines and conditions requested, the Rating Institution will not be able to monitor the opinion and rating granted, so it must reveal such situation on its website on the worldwide network known as Internet.
III. The exclusion of liability on the part of the Rating Institution, for the effects generated in the client or any third party, in the event that having reviewed the rating granted in accordance with its methodologies, it determines to modify the rating upwards or downwards, or to withdraw a rating.
IV. Clauses regarding the confidentiality of information.
V. The obligation for the Rating Institution to communicate to the client in advance of the publication of a rating or a modification to it derived from its review, all Relevant Information, as well as the main considerations on which the Rating Institution itself based the determination of said rating.
The client may review the Relevant Information and, where applicable, request that information of a confidential nature not be disclosed.
Securities rating agencies must value clarifications by the client, provided they have been made within the minimum period agreed upon for this purpose in the service provision contract or agreement. In the event that securities rating agencies do not inform the client in advance of the publication of a rating or review, they must inform them immediately after the disclosure, indicating the reasons for the delay. Notwithstanding what is provided in the first paragraph of this subsection, in the service provision contract or agreement, the scenarios in which the Rating Institution may publish a rating or a modification to the rating without prior notice to the client in question may also be agreed upon. In these cases, Rating Institutions must inform the client of the rating or modification to it immediately after the disclosure, indicating the reasons for the omission.
VI. The purpose for which the client wishes to obtain a rating.
(1) Additionally, securities rating agencies at the time of concluding a contract or agreement with their clients, must agree that they inform them both on the date of celebration of the corresponding contract or agreement, as well as at the time of each delivery of the opinion of the respective rating, if in the two months prior to said dates, as applicable, they received from another Rating Institution, a rating on the same securities with respect to which the client intends to contract or has contracted the service. In both cases, it must be agreed that clients will be obligated to reveal the name of the Rating Institution that granted the corresponding rating, as well as the rating that it granted to the securities in question. Rating Institutions must reveal the information received in terms of the previous paragraph, in the press release they issue in terms of Annex 1, section V Transparency and Disclosure, subsection A), of these provisions. Rating Institutions must agree with clients what is necessary to be able to make the aforementioned disclosure. Prior to the celebration of the contract or agreement with their clients, Rating Institutions must also obtain a manifestation from them to the effect that they do not participate directly or indirectly in the social capital of the Rating Institution in question. In the event that clients do maintain a participation in the social capital of the Rating Institutions, these must abstain from providing their services, unless the referred participation is less than 5 percent of the social capital of the Rating Institution itself. (2) SIXTH.- It will be considered an operation contrary to stock market usages or sound practices of financial markets if Rating Institutions maintain a relationship of economic dependence with the person to whom they intend to provide their services, on the date of celebration of the service provision contract or agreement or during its validity. For this purpose, there will be dependence
economic when any of the circumstances mentioned in fractions I and II below are updated, for which Credit Rating Institutions must abstain from providing their services in such circumstances:
I. The income that the Credit Rating Institution would obtain from the person intending to hire its services, including persons who are part of the Business Group or Consortium to which such person belongs, represent in aggregate ten percent (10%) or more of the total income that the Credit Rating Institution has obtained during the year immediately preceding that in which it intends to provide the service.
(3) With respect to federal entities or municipalities, Credit Rating Institutions must abstain from providing their services:
(3) a) When the income that the Credit Rating Institution would obtain from each federal entity or municipality represents five percent (5%) or more of the total income that the Credit Rating Institution has obtained during the year immediately preceding that in which it intends to provide the service, or;
(3) b) When the sum of the income from a federal entity and its municipalities represents ten percent (10%) or more of the total income that the Credit Rating Institution has obtained during the year immediately preceding that in which it intends to provide the service.
This circumstance shall only be applicable when, in the operations of the municipalities, the federal entity itself has the status of guarantor.
(3) For the calculation of the income foreseen in the previous subsections, all income that the Credit Rating Institution would obtain, derived from such federal entities or municipalities, including those for credit quality rating services issued by trusts, whose settlor is the federal entity or municipality, must be considered.
II. The members of the board of directors, general manager, executives, auditors, shareholders who maintain Control, persons who have Command Power, and technical personnel responsible for the preparation of opinions and monitoring of credit quality, all of them from the Credit Rating Institution, maintain, directly or indirectly, investments in Securities issued by the person intending to hire the services of the Credit Rating Institution, or maintain investments in financial derivative instruments, the underlying asset of which refers to shares representing the social capital of such person. The foregoing, unless it concerns shares representing the social capital of investment companies.
(3) The provisions in fraction I, second paragraph, subsections a) and b), and third paragraph, shall not be applicable to those Credit Rating Institutions that obtain authorization from the Commission to operate and function as such during their first year of operation.
SEVENTH.- Credit Rating Institutions, when announcing the corresponding rating, shall indicate that in the event that the Security or the client's solvency changes over time, the rating may be modified upwards or downwards, without this implying any liability on the part of the Credit Rating Institution itself.
EIGHTH.- The Commission may object to the rating process of Credit Rating Institutions, with respect to Securities or clients, when such processes do not consider the following, as applicable:
I. The definition of procedures for the study, analysis, opinion, evaluation, and rating of credit quality, including stages, participants, responsible parties, documents, criteria, models, and tools used both for the granting of initial ratings and for their monitoring and updating.
II. The description of information sources, including that provided by third parties.
III. The incorporation of historical experience related to any relevant aspect of the issuance, to grant the initial rating as well as for its monitoring.
IV. The definition of quantitative models for the determination of ratings.
V. The analysis of originators and administrators of underlying assets backing asset-backed security issuances.
VI. Disclosure of whether they use ratings granted by other Credit Rating Institutions for the purpose of determining their own ratings.
VII. The means and circumstances under which they will communicate with their clients throughout the process for the study, analysis, opinion, evaluation, and rating of credit quality, including the receipt of comments from said clients.
VIII. In the event of having credit committees responsible for approving ratings, the structure and corresponding voting process.
IX. The monitoring, review, and updating of ratings, if any, including the periodicity for carrying out such activities.
X. The suspension or termination of monitoring of a rating.
XI. The analysis of the underlying assets backing the issuances, if any.
XII. The client's credit history.
The Commission's power foreseen in this provision shall not be applicable with respect to rating processes for Securities issued by the United Mexican States, the Bank of Mexico, the states or municipalities, entities of the semi-public administration, or for rating processes for said clients.
Credit Rating Institutions must publish on their website on the worldwide network known as the Internet in the Spanish language, the methodologies and procedures they use for the study, analysis, opinion, evaluation, and rating of credit quality, before they are used, and must disclose any substantial modifications to them, so that they can be consulted by the investing public.
NINTH.- The board of directors of Credit Rating Institutions must approve an annual report containing relevant information on the activity of the Credit Rating Institution, its structure, the ratings granted, modifications in its policies and procedures, and other elements in accordance with the format contained in Annex 2 of these provisions.
TENTH.- Credit Rating Institutions must send to the Commission through the STIV-2, within the deadlines indicated below, the following:
I. The information referred to in Annex 1, fraction V, subsection A) of these provisions, regarding the ratings granted to Securities or clients, on the same day that the Credit Rating Institution communicates the definitive rating to its clients, or when they are modified, ratified, or withdrawn.
II. The results of the audits referred to in Annex 1, fraction VI, subsection B, second paragraph, no later than 15 business days after they are presented to the board of directors.
III. The annual report referred to in the Ninth of these provisions, no later than April 30 of each year.
IV. Historical information regarding the three most recent years on the default rates for each of the rating categories they grant, within the first five business days of each calendar year.
The information referred to in this fraction must be sent in an electronic file that allows the extraction of information for its compilation and analysis.
V. The financial statements corresponding to the months of March, June, and September, within the month immediately following their date, as well as the audited annual financial statements, within sixty (60) natural days following the closing of the respective fiscal year.
(2) VI. During the first 20 business days of January of each year, the list of all its clients, indicating the income derived from each of them, breaking down the services provided by the rating agency, during the year immediately preceding that in which the information is being reported.
Additionally, Credit Rating Institutions must publish through the SEDI, within the same deadlines indicated, the information referred to in fraction I of this provision.
Likewise, Credit Rating Institutions must publish on their website on the worldwide network known as the Internet, in the Spanish language, for consultation by the investing public, the annual report referred to in the previous fraction III, on the same day they send it to the Commission.
ELEVENTH.- The information sent to the Commission through the STIV-2, indicated in fractions II, V, and VI of the Tenth of these provisions, shall have the character of confidential information.
TWELFTH.- Credit Rating Institutions shall notify the Commission through the STIV-2, using for such effect the format attached as Annex 4 to these provisions, the names of the persons designated as responsible for providing the information foreseen in the Ninth, Tenth, and Eleventh of these provisions.
Credit Rating Institutions that make the notifications referred to in this provision through the STIV-2 must attach a digitized document of the power of attorney containing general powers for acts of administration granted to those designated as responsible for sending the information, as well as some official identification.
Likewise, once the notifications referred to in this provision have been made, Credit Rating Institutions, through the persons designated as responsible for sending information through the STIV-2, must request user keys and electronic passwords in order to be able to carry out such sends, which must be carried out in accordance with the procedure established in the User Manual referred to in Annex 3 of these provisions, which forms an integral part of said system.
THIRTEENTH.- Credit Rating Institutions must send to the Commission the information mentioned in Annex 5 of these provisions, relating to the list of public and private ratings that have been granted and are valid, as well as the additions, deletions, and modifications valid in the month being reported, within the first five business days of the month immediately following that corresponding, through the SITI.
The information must be sent only once and will be received assuming it meets all required characteristics, for which reason it cannot be modified, with the SITI generating an electronic receipt.
Once the information is received, it will be reviewed, and if it does not meet the required quality and characteristics or is presented incompletely, the obligation to present it will be considered unfulfilled, and consequently, the corresponding sanctions will be imposed.
Credit Rating Institutions shall notify by electronic send to the address “cesiti@cnbv.gob.mx”, within ten (10) natural days following the date of publication of these provisions, the name of the person responsible for providing the information referred to in this chapter, in the manner as a model attached as Annex 6 to these provisions. Such designation must fall on executives who are within the two hierarchies below that of the general manager of the Credit Rating Institution, who are in charge of the responsibility of handling the information. Likewise, they may designate more than one person as responsible, depending on the type of information in question.
The substitution of any of the responsible executives must be notified to the Commission itself under the terms of the previous paragraph, within three (3) business days following the substitution.
Additionally, the information referred to in the first paragraph of this article must be sent by Credit Rating Institutions through the SEDI, within the same deadline indicated, with the exception of private ratings.
FOURTEENTH.- The Commission may suspend the rating service of Securities with respect to any client, when in its judgment there is a conflict of interest between the Credit Rating Institution and said client as well as with the entities that are part of the Business Group or Consortium to which it belongs.
TRANSITORY PROVISIONS
FIRST.- These Provisions shall enter into force the day following their publication in the Official Gazette of the Federation.
Notwithstanding the foregoing, credit rating institutions shall have 120 natural days counted from said publication to adjust to what is provided for by these Provisions.
SECOND.- Upon the entry into force of these Provisions, the “Provisions applicable to credit rating institutions”, published in the Official Gazette of the Federation on December 30, 1999, and its modifying resolutions published in said Dissemination Organ on December 15, 2005, are hereby repealed.
THIRD.- Credit rating institutions that are authorized to act as such upon the entry into force of these Provisions shall have a period of 60 days from the publication of these Provisions to present to the National Banking and Securities Commission the catalog of products referred to in fraction VIII of the Second of these Provisions.
TRANSITORY PROVISION
(Resolution modifying the General Provisions Applicable to Credit Rating Institutions, published in the Official Gazette of the Federation on April 30, 2013)
SOLE.- This Resolution shall enter into force 30 days following its publication in the Official Gazette of the Federation.
TRANSITORY PROVISIONS
(Resolution modifying the General Provisions Applicable to Credit Rating Institutions, published in the Official Gazette of the Federation on July 9, 2014)
FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- Credit rating institutions shall have 90 days counted from the entry into force of this Resolution to adjust their code of conduct in accordance with what is provided for in this instrument.
CONSIDERING
(Resolution of April 30, 2013)
That it is necessary to incorporate that in the service provision contract between credit rating institutions and their clients, that at that time or whenever the institutions themselves grant an opinion on the credit quality of their securities, the clients must inform them if they obtained any rating from another credit rating institution on the same securities, in order for such information to be disclosed to the market in terms of what is provided for in the General Provisions Applicable to Credit Rating Institutions and in congruence with the principle of information disclosure contained in the Securities Market Law, it has resolved to issue the following:
CONSIDERING
(Resolution of July 9, 2014)
That the National Banking and Securities Commission has the authority to issue general provisions regarding the minimum requirements that credit rating institutions must contemplate in the elaboration of the code of conduct with which they must be governed to regulate the conduct of said societies, as well as their councilors and other executives involved in the provision of their services, and that in particular to prevent conflicts of interest between these and federal entities and municipalities, it is necessary to modify the minimum content of the code of conduct, as well as to establish circumstances that avoid the existence of economic dependence between credit rating institutions and such federal entities and municipalities, and
That in line with the foregoing, the Decree by which various provisions in financial matters are reformed, added, and repealed, and the Law to Regulate Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014, contains the mandate for the Commission itself to issue the regulations regarding conflicts of interest or commercial relationship between credit rating institutions and federal entities and municipalities, it has resolved to issue the following:
REFERENCES
Note from RegAlert. AI assistants can read this document in full, and search 70,000+ more, through the RegAlert MCP connector (https://mcp.regalert.today/mcp). Free with an account. How to connect ChatGPT, Claude or Cursor.
Source: Comision Nacional Bancaria y de Valores — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
More like this from CNBV
CNBV published 1 document in the last 30 days. We email you each new one the day it's published.