2011-12-02

Specification Sheet for the Holding and Conservation of Securities Accounts Applicable to Companies Offering Securities to the Public

The Financial Market Council issued this specification sheet to establish mandatory holding and conservation standards for securities accounts of companies offering securities to the public. It requires authorized intermediaries and issuers to maintain robust human resources, IT infrastructure, and internal control functions that ensure operational reliability, data security, and independent oversight. Furthermore, the document mandates precise double-entry accounting, daily journalized records, strict archiving protocols, and systematic reconciliation with depositary institutions to guarantee asset protection and regulatory compliance.

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SPECIFICATION SHEET FOR THE HOLDING AND CONSERVATION OF SECURITIES ACCOUNTS APPLICABLE TO COMPANIES OFFERING SECURITIES TO THE PUBLIC

Article 1: The company (issuer, stock exchange intermediary, or credit institution)……………………………. Commercial Register No……………….……………..… Tax ID ……………………….………...………. whose registered office is located at …………………………………………………………………………………………… represented by ………………….. ……………………………………… …………………………………………… capacity………………………………………………………………………………………………….………………. binds itself by its signature at the foot of these documents to respect the terms and commitments set out in this specification sheet and to comply with the provisions of the Financial Market Council regulation regarding the holding and administration of securities accounts.

Article 2: To ensure the activities of holding securities accounts under the required conditions of reliability and security, the signatory to this specification sheet (designated hereinafter as the issuer/authorized intermediary) commits to equipping itself with human resources, material means, administrative procedures, and an adequate control mechanism.

Human Resources Article 3: The issuer/authorized intermediary commits to equipping itself with human resources to respond to changes related to market evolution, the technological environment, and activity. Article 4: The issuer/authorized intermediary must establish a procedure guide describing the different steps to be followed in the exercise of each function. It must establish an organizational chart of the different units that share the tasks related to the account holding activity.

Material Means Article 5: The issuer/authorized intermediary commits to having an information processing system adapted to its size, specific characteristics, and the volume of transactions it processes. In cases where a computerized method is used, it must possess hardware and software guaranteeing the required level of reliability and security. The general architecture of the information processing system specific to account holding activities is documented. Article 6: The issuer/authorized intermediary commits to regularly ensuring and controlling the physical and logical reliability and security of all information processing and exchange systems by conducting rigorous access controls to processing systems and establishing a backup plan to ensure service continuity and appropriate procedures.

Internal Control Article 7: The issuer/authorized intermediary commits to taking all necessary measures to guarantee the quality of procedures and the reliability of control and steering tools, thereby ensuring, under optimal conditions, the security of securities holders' assets. To this end, it commits to organizing its internal control system so as to clearly distinguish:

  • the devices that ensure daily processing and control of operations;
  • the control manager function, responsible for evaluating the coherence and efficiency of these devices.

Article 8: The control manager function is a permanent role placed under the authority of managers whose hierarchical position guarantees independence from operational units. This function may be combined with the pre-existing control function within the institution. Article 9: The control manager has authority to intervene in all areas where securities account holding activities are exercised, conducting recurrent or unannounced controls as well as detailed audits to verify the regularity and compliance of operational procedures with security and reliability requirements. It may also be consulted prior to the implementation of new procedures. The control manager is responsible in particular for:

  • contributing to the management of risks arising from the administrative processing of operations under the account holder's responsibility;
  • ensuring that procedure organization reveals any irregular operations.

Article 10: The control manager, within the scope of its mission, is the preferred interlocutor for the Financial Market Council, the Deposit, Clearing and Settlement Company for securities entrusted to it, external auditors, and controllers. Article 11: The issuer/authorized intermediary commits to:

  • providing the necessary means for risk management, including verifying that: ▪ automated processing includes necessary intermediate controls; ▪ a permanent IT access protection system exists; ▪ backup and restoration procedures are periodically tested;
  • implementing documented, coherent, and compliant procedures in accordance with this specification sheet;
  • establishing accounting registration procedures enabling comprehensive and faithful processing of operations upon their knowledge;
  • defining the conditions and deadlines for clearing securities delivery suspensions;
  • establishing an accounting structure and organization respecting provisions of current regulations, instructions of the Deposit, Clearing and Settlement Company for securities entrusted to it, and provisions of this specification sheet;
  • involving the control manager in validating any new accounting scheme and allowing it to control updates to the account plan.

Accounting Article 12: The issuer/authorized intermediary commits to maintaining individualized accounting for each category of securities it is responsible for, based on double-entry bookkeeping and authenticated by a general operations journal updated daily, thereby enabling the status of each issued securities category to be known at any time. This accounting is organized according to general principles while respecting the instructions of the Deposit, Clearing and Settlement Company.

Article 13: For recording their securities entries, the issuer/authorized intermediary must establish a securities account plan, which tracks all movements of operations on its securities and may be detailed according to each party's needs.

Article 14: Every entry must be justified, either by a written document or by data generated by a non-alterable computerized process and stored in an accessible form solely for control purposes, prohibiting any modification. When base data result from a computerized process, the link between the base data and the originating information must be established through a common reference.

Article 15: Processing procedures must be organized to guarantee:

  • complete recording of base data as well as their conservation, respecting the confidentiality and professional secrecy imposed on account holders.
  • chronological registration;
  • reconstruction from base data of any account balance or, from the accounts, tracing entered data.

Article 16: Securities accounting must be organized to guarantee processing completeness by implementing specific procedures controlling the accuracy of treatment procedures. For each securities, the following must be verified daily:

  • equality between the total of entries posted to credit accounts and the total of entries posted to debit accounts;
  • balance between accounts with credit balances and accounts with debit balances.
  • the status of restrictions such as liens, seizures, inalienability, etc.

Article 17: The issuer/authorized intermediary commits to implementing permanent verification procedures for the accuracy of securities owners' accounts, using supporting documents corresponding to assets provided by the Deposit, Clearing and Settlement Company, issuers, various account holders, and services responsible for legal document conservation (sales contracts, inheritance, judicial sales, or others). Article 18: The issuer/authorized intermediary must record, either accounting or off-accounting, under the name "depositary difference" any discrepancy between accounts held with it and statements from its accounts at the Deposit, Clearing and Settlement Company.

Article 19: The issuer/authorized intermediary commits to implementing procedures capable of revealing irregular operations by account holders that the institution's services could not have prevented upstream of accounting processing.

Any movement of securities not performed within the required deadlines must be immediately detected by the information system and reported to the concerned service for regularization.

A securities account must not be debited. In cases where such an account has a debit balance, it must receive materialized information and give rise to a separate entry for regularization of the originating operation. The procedures for extracting corresponding accounting elements must be documented.

Mandatory Accounting Documents Article 20: The issuer/authorized intermediary commits to maintaining a general journal of securities operations that records all account-to-account movements, authenticates operations, and enables necessary searches and controls. The general journal by securities and category must:

  • be served chronologically;
  • be closed daily or at least each day on which operations are recorded;
  • trace all operations affecting accounts, with each line referenced by the designation of credited and/or debited accounts for the operation;
  • indicate the precise label of the operation to enable access to necessary supporting documents;
  • mention all restrictions encumbering securities.

Article 21: Securities accounts are updated upon any change affecting the ownership of securities, attached rights, or encumbering restrictions. Article 22: The general register provides at any time the number of securities per holder account while revealing eventual restrictions.

Article 23: The issuer/authorized intermediary commits to issuing, upon request by any holder of a securities account, an attestation regarding the number of their securities and associated mentions.

Article 24: Securities accounting must provide, in the shortest time, all elements enabling rigorous management of transaction settlement and revealing the status of securities delivery suspensions for all concerned securities.

Article 25: The issuer/authorized intermediary must be able to produce, for each conserved securities, a history of journals of securities movements and a history of opened securities accounts.

Conservation/Archiving Article 26: The issuer/authorized intermediary commits to retaining, during the period provided by current legislative and regulatory texts, all mandatory accounting documents specified in this specification sheet as well as all supporting documents for operations recorded in accounting.

Declaration I declare that the company is equipped with the following means:

  • Human resources:…………………….…….
  • Material means:……………………………….

Signature (Preceded by the mention "Read and approved")