Circular 14/2015 — Rules Applicable to the Legal Entity Identifier for Legal Persons (LEI Code)

Tuesday, September 15, 2015 OFFICIAL GAZETTE (First Section) BANK OF MEXICO CIRCULAR 14/2015, addressed to Credit Institutions, regarding the Rules applicable to the Legal Entity Identifier for Legal Persons (LEI Code).

A logo appears at the margin, stating: Bank of Mexico.

CIRCULAR 14/2015 TO CREDIT INSTITUTIONS: SUBJECT: RULES APPLICABLE TO THE LEGAL ENTITY IDENTIFIER FOR LEGAL PERSONS (LEI CODE)

The Bank of Mexico, with the objective of continuing to promote the sound development of the financial system, and considering: a) The contribution that a unique identifier of the parties entering into operations within the system can make to achieving said objective; b) The efforts to establish an identifier of this type, with global scope, carried out by the financial authorities of various jurisdictions, within the framework of the policies and recommendations promoted by the United Mexican States jointly with the other countries of the group known as the Group of Twenty (G-20), as well as by the international association known in English as the “Financial Stability Board” (Consejo de Estabilidad Financiera) and referred to as FSB, and c) The need to establish minimum conditions that credit institutions must follow in carrying out those financial operations for which they and their counterparties must have the aforementioned identifier, as well as those other conditions that said identifier and the entities issuing it must satisfy.

Based on Articles 28 of the Political Constitution of the United Mexican States, sixth and seventh paragraphs, 2nd, 3rd, sections I and V, 24 and 36 of the Bank of Mexico Law, 48 of the Credit Institutions Law, 22 of the Law for Transparency and Order of Financial Services, 4th, first paragraph, 8th, fourth and seventh paragraphs, 10, 14, first paragraph, in relation to 25 Bis, section VII, 14 Bis, first paragraph, in relation to 17, section I, 15, first paragraph, in relation to 20, section XI, of the Internal Regulations of the Bank of Mexico, which provide for the powers of the Central Bank, through the General Directorate of Financial Stability, the General Legal Directorate, and the General Directorate of Payment Systems and Corporate Services, respectively, to issue provisions, as well as Second, sections IV, VIII and X, of the Agreement on the Affiliation of the Administrative Units of the Bank of Mexico, has resolved to issue the following:

RULES APPLICABLE TO THE LEGAL ENTITY IDENTIFIER FOR LEGAL PERSONS (LEI CODE)

1st Definitions. For the purposes of these Rules, the following terms, in singular or plural, shall be understood as:

LEI Code: the legal entity identifier code (known in English as “Legal Entity Identifier”, and referred to as LEI), which is established under the parameters of the Swiss Confederation association known in English as the “Financial Stability Board” (Consejo de Estabilidad Financiera) and referred to as FSB, as a reference code to uniquely identify legal persons that carry out Operations, and which is issued by a Local Unit.

Counterparties: the legal persons that enter into any of the Operations with Credit Institutions.

Business Days: the days on which Credit Institutions are not obliged to close their doors or suspend operations in accordance with the general provisions issued for such effect by the National Banking and Securities Commission.

Global Foundation: the non-profit foundation constituted under the legislation of the Swiss Confederation, known in English as the “Global Legal Entity Identifier Foundation” and referred to as GLEIF, whose purpose is to operate the Global System and, in such capacity, support the implementation of the LEI Code, constituted by the Swiss Confederation association known in English as the “Financial Stability Board” (Consejo de Estabilidad Financiera) and referred to as FSB, in its capacity as founding partner.

Credit Institutions: the legal persons referred to in the Credit Institutions Law.

Manual: the document issued by the Bank of Mexico that specifies the technological and operational requirements that LEI Codes must meet for the purposes of these Rules.

Operations: those indicated in Article 46, sections VI, VII, VIII, XII, XIV, XXIV, XXV, XXVI, XXVI Bis and XXVIII, of the Credit Institutions Law, in which, for their execution, Credit Institutions must have their respective LEI Code and require their Counterparties to provide those corresponding to them. This, in accordance with the terms and conditions, as well as the gradualness and deadlines, that the Bank of Mexico determines through general provisions.

Global System: the federated system, known in English as the “Global Legal Entity Identifier System” and referred to as GLEIS, in which Local Units that have obtained accreditation from the Global Foundation to issue LEI Codes participate, with the aim of creating a public database, and which is composed of the following additional instances: (i) the Regulatory Oversight Committee, known in English as “Regulatory Oversight Committee” and referred to as ROC, constituted at the initiative of the finance ministers and central bank governors of the member countries of the group known as the Group of Twenty (G20), as well as by the Swiss Confederation association known in English as the Financial Stability Board and referred to as FSB, and (ii) the Global Foundation.

Local Unit: the legal person established within or outside the national territory, which has obtained accreditation from the Global Foundation to issue LEI Codes in accordance with the policies and standards of the Global System, known in English as “Local Operating Unit” and referred to as LOU.

2nd Objective. Each Credit Institution, when entering into any of the Operations, must have, on the one hand, a valid LEI Code issued in its name under the terms and conditions of these Rules, and, on the other hand, a valid LEI Code issued in the name of the respective Counterparty, under the same terms and conditions, which it has provided.

Credit Institutions in the Operations they enter into must observe the terms and conditions, as well as the gradualness and deadlines that the Bank of Mexico establishes through general provisions, so that said Institutions and their Counterparties have the LEI Codes.

3rd Issuance of the LEI Code. The LEI Codes of Credit Institutions, as well as those corresponding to their Counterparties, which are required for the execution of Operations in accordance with these Rules, must have been issued exclusively by Local Units. To obtain the LEI Codes, both must provide the information that the respective Local Units require in accordance with what is established by the Global System, including the advanced electronic signatures referred to in Article 2, section XIII, of the Advanced Electronic Signature Law, corresponding to Credit Institutions and their Counterparties.

In the event that the Bank of Mexico ceases recognition of any Local Unit established in the national territory, it may allow Credit Institutions and their Counterparties to carry out Operations with LEI Codes issued by Local Units that do not require the advanced electronic signatures referred to in the previous paragraph.

4th Administration of LEI Codes by Local Units. The LEI Code of each Credit Institution and Counterparty must remain under the administration of the Local Unit chosen by the respective Credit Institution and Counterparty. Said LEI Codes must be renewed by the respective Credit Institutions and Counterparties at the end of one year, counted from the date of issuance by the corresponding Local Unit, in accordance with what is established in the contract they enter into with the respective Local Unit.

To execute Operations, Credit Institutions must have a valid LEI Code and verify, at least in the month of January of each year, that the LEI Code of the persons with whom they intend to execute said Operations as Counterparties is valid.

In the event that the information provided by a Credit Institution to a Local Unit for the issuance of its respective LEI Code has been modified, said Credit Institution must update the said information with the respective Local Unit or with that to which its administration has been transferred, within ninety calendar days following the effective date of the corresponding modification. Likewise, Credit Institutions, for the execution of Operations with Counterparties, must require the latter to update the corresponding information with the respective Local Unit under the same terms provided in this paragraph.

5th Conditions for the Validity of LEI Codes. In order for LEI Codes issued by Local Units to be considered valid for the purposes of these Rules, said Local Units must meet the following conditions:

I. Regardless of the jurisdiction in which they are located, they must have accreditation from the Global Foundation. With respect to entities established in the national territory that intend to act as Local Units, these must additionally be recognized by the Bank of Mexico. To obtain the aforementioned recognition from the Bank of Mexico, entities must meet the conditions established in the 6th of these Rules.

II. Likewise, Local Units established in the national territory must meet the following conditions: a) Observe what is established in these Rules and the Manual; b) Have an internet page, accessible to the entire public, with relevant information for the issuance, administration, and renewal of the validity of LEI Codes, including the costs referred to in section II of the 7th of these Rules, as well as the information that, if applicable, the Bank of Mexico indicates to them; c) Issue and, if applicable, administer the LEI Codes of Credit Institutions and their Counterparties under the contract they enter into with each of them in terms of the clauses that the Bank of Mexico has determined comply with the provisions of the 7th of these Rules; d) Review and validate, prior to the issuance of an LEI Code, as well as for the renewal of its validity, the information presented by the holder of said LEI Code, in accordance with what is provided in the Manual; e) Allow public and free access, use, or distribution of public data related to the LEI Codes they have issued, in terms of the Manual;

f) Provide the Bank of Mexico with information regarding the LEI Codes they issue, as well as information regarding aspects of their operation as a Local Unit or any other information, in the form and terms requested by it; g) Respond to information requests made by the Bank of Mexico regarding cases where it presumes that Credit Institutions have not met the requirements to carry out the renewal of their respective LEI Codes. Said information must be delivered to the Bank of Mexico through the means indicated to them within a period of ten Business Days counted from the date of said information request; h) Have security guidelines and contingency plans that comply with what is established in the Manual; i) Allow the Bank of Mexico access to the offices, facilities, equipment, and information and communication technology systems they use for the issuance, administration, or renewal of the validity of LEI Codes, in order to verify that their operation complies with what is established by these Rules and the Manual; j) Refrain from establishing restrictions of any type for the receipt and transfer of the administration of LEI Codes issued by any other Local Unit. The foregoing must be observed without prejudice to the review and verification that, for the purposes of renewing the validity of their respective LEI Codes, said Local Units are required to carry out on the information that Credit Institutions and Counterparties present to them, in terms of these Rules, and k) In the event that they intend to cease acting as a Local Unit, they must present the corresponding notice to the Bank of Mexico at least sixty calendar days prior to the date on which they cease their activities as a Local Unit. In said notice, they must indicate another Local Unit that, if applicable, will be responsible for carrying out the registration, update, and renewal of the LEI Codes they have issued.

At the latest on the third Business Day following the presentation of said notice, they must inform Credit Institutions and Counterparties to whom they have issued LEI Codes of their intention to cease acting as a Local Unit and the destination they intend to give to the information they received from them. Likewise, they must inform that both Credit Institutions and their Counterparties will have the right to transfer the LEI Codes issued to them to the Local Unit indicated for such effect.

6th Conditions for the Recognition of the Local Unit by the Bank of Mexico. The Bank of Mexico may recognize as National Local Units those legal persons established in the national territory that have obtained accreditation from the Global Foundation to issue, in their capacity as Local Units, LEI Codes under the policies and principles of the Global System.

The Bank of Mexico may only recognize as Local Units those non-profit legal persons established in the national territory, which have been constituted in accordance with the laws of the United Mexican States and that meet the requirements indicated in these Rules and in the Manual.

The legal person established in the national territory interested in obtaining recognition from the Bank of Mexico as a Local Unit must demonstrate to it compliance with the conditions established in these Rules. For this purpose, it must present the respective petition to the General Directorate of Authorizations, Consultations and Legal Control of the Bank of Mexico, in terms of the Single Annex of these Rules. By the mere fact of presenting said petition, the legal person in question grants its consent to be subject to what is provided in these Rules and in the Manual.

The petitioner must attach to the aforementioned petitions, at least, the following documentation:

I. Instrument duly notarized before a public notary by which sufficient powers are granted to the representatives of the petitioner legal person;

II. Social statutes or draft modification to the current social statutes of the petitioner legal person that has accreditation from the Global Foundation to act as a Local Unit, which must expressly provide, at least, the following: a) The carrying out of actions that allow its operation as a Local Unit, as part of its object, complying with the obligations established for such effect in these Rules, and b) Its social domicile in the national territory.

III. That which demonstrates that the petitioner can fulfill the functions of a Local Unit, in terms of these Rules and the Manual, which must contain at least the following: a) The characteristics of its technological and telecommunications infrastructure, including the technical and security specifications of its operating systems, for which it must present the certifications specified in the Manual, and b) The additional documentation, information, and certifications that accredit the characteristics and conditions of the systems, equipment, applications, structures, and processes with which the petitioner legal person has to carry out its activities as a Local Unit and comply with the obligations provided in these Rules.

IV. Draft contract, in terms of what is provided in the 7th of these Rules, that the petitioner legal person intends to enter into in its capacity as a Local Unit with Credit Institutions and Counterparties for the issuance and administration of LEI Codes.

Once the petitioner legal person presents the documentation and information indicated in this Rule before the Bank of Mexico, it will resolve whether it is appropriate to recognize it as a Local Unit and will inform its decision within a period of ninety calendar days.

In the event that, after the period indicated in the previous paragraph has elapsed, the Bank of Mexico does not communicate its decision to the petitioner legal person, it will be understood that it is not appropriate to carry out the recognition of the said legal person as a Local Unit.

The Bank of Mexico will publish on its website located at << http://www.banxico.org.mx/ >> the name of those legal persons it recognizes as National Local Units, in accordance with what was previously contemplated in this Rule.

7th Contracts. For the purposes of what is provided in the 5th, section II, subsection c), and the 6th, section IV, of these Rules, the legal person established in the national territory interested in obtaining recognition from the Bank of Mexico as a Local Unit must present to the Bank of Mexico the draft contract it intends to enter into with Credit Institutions and with their Counterparties for the issuance and administration of LEI Codes, which must observe the international standards implemented by the Global System. Likewise, any modification to the terms established in the said contract must be presented previously to the Bank of Mexico, in terms of what is established in these Rules and in the Manual.

The draft contract referred to in the previous paragraph must contain, at least, the following:

I. The obligation of the Local Unit to inform Credit Institutions and Counterparties with whom it enters into said contract of the procedures it will follow for the provision of the service, including the requirements for updating the information for the issuance of LEI Codes, as well as the description of the manner in which it will guarantee the security and confidentiality of the information they provide to it;

II. The charging of recovery costs or other related costs generated by the issuance, administration, and renewal of LEI Codes, as well as their description;

III. The limits of liability of the Local Unit;

IV. The means through which any clarification regarding the procedure for the issuance, administration, and renewal of the LEI Code can be resolved;

(First Section) OFFICIAL GAZETTE Tuesday, September 15, 2015 V. The actions that the Local Unit will carry out to terminate the contract, in case it intends to suspend the provision of the service, including the processes to guarantee the continuity of the validity of the LEI Codes that are transferred to another Local Unit, in accordance with section VII of these Rules; VI. The obligation of Credit Institutions and Counterparties with whom they enter into the contract to inform the Local Unit of any modification to their internal organization that could affect the functioning of the LEI Code, including the updating of information previously provided to the Local Unit, within a period of ninety natural days following when such modifications take effect, and VII. The obligation of the Local Unit to inform the Bank of Mexico, as well as Credit Institutions and their Counterparties, to whom LEI Codes have been issued, of its intention to cease acting as such, in accordance with section 5th, section II, subsection k), of these Rules. Likewise, the contract shall establish the procedure for both Credit Institutions and their Counterparties to indicate the Local Unit to which their LEI Codes must be transferred, and for this purpose, the obligation shall be established for the Local Unit transferring the LEI Codes to ensure that said LEI Codes remain valid during the transfer process. Once the draft contracts and their modifications are submitted, in accordance with what is established in these Rules, the Bank of Mexico will determine whether the LEI Codes issued under said contracts would satisfy the conditions established for the purposes of these Rules. The Bank of Mexico will communicate such determination to the respective Local Unit and publish it on its internet portal. 8th Cessation of recognition of the Local Unit. The Bank of Mexico will cease to recognize a Local Unit in case any of the following circumstances occur: I. The Local Unit does not commence its operations within a period of one hundred eighty natural days counted from the date on which the Bank of Mexico granted its recognition, in terms of the penultimate paragraph of the 6th of these Rules; II. The Local Unit ceases to satisfy the conditions established in these Rules for the Bank of Mexico to recognize it as such; III. The LEI Codes issued by the Local Unit in question do not comply with the standards indicated in these Rules and in the Manual; IV. The Local Unit carries out, through third parties, the activities corresponding to the issuance and administration of LEI Codes; V. The Local Unit in question has not presented to the Bank of Mexico the model and, if applicable, the modifications of the contract entered into with Credit Institutions and with Counterparties for the issuance and administration of LEI Codes, and VI. The Local Unit in question requests the Bank of Mexico to cease the respective recognition. Without prejudice to the foregoing, in case the Bank of Mexico ceases to recognize a legal person as a Local Unit, Credit Institutions may continue carrying out Operations with their Counterparties using the LEI Codes that said Local Unit has issued, until their validity expires. 9th Sanctions against Credit Institutions. The Bank of Mexico will sanction, in terms of its Law, Credit Institutions that: I. Carry out Operations without having a valid LEI Code; II. Carry out Operations with Counterparties that do not have a valid LEI Code; III. Omit to update the information referred to in the LEI Code, in accordance with what is stated in these Rules, and IV. Fail to comply with the obligations provided in these Rules.

Tuesday, September 15, 2015 OFFICIAL GAZETTE (First Section) SINGLE ANNEX APPLICATION FOR RECOGNITION AS A LOCAL UNIT (APPLICANT LETTERHEAD) Mexico City, D.F., on __ of _________ of 20__ Directorate of Authorizations, Consultations and Control of Legality BANK OF MEXICO Present. In relation to Circular 14/2015 of September 8, 2015, (social denomination of the promoting legal person) submits to the consideration of the Bank of Mexico the documentation attached to this document, so that this Central Bank has sufficient information to allow it to recognize this promoter as a Local Unit capable of issuing LEI Codes that meet the conditions established in said Circular, to be considered valid for the purposes of what is provided therein. To this effect, we declare that the documentation we attach to this present complies with the requirements established in the Circular containing the Rules Applicable to the Legal Entity Identifier Code for Legal Persons (LEI Code) and its corresponding Manual. Likewise, we attach the documentation that attests that the person(s) signing this present have(have) the authority to perform administrative acts to represent (Social Denomination), which at the date of presentation of this application, have not been revoked or modified in any way. Respectfully, (Social Denomination) (Name and signature of the legal representative(s)) (Position(s)) TRANSITORY PROVISIONS

(First Section) OFFICIAL GAZETTE Tuesday, September 15, 2015 FIRST. These Rules will enter into force on the next Banking Business Day following their publication in the Official Gazette of the Federation. SECOND. In the period between the entry into force of these Rules and until the date when the Global Foundation acquires the capacity to accredit Local Units, during which legal persons intending to issue LEI Codes require obtaining accreditation for this purpose from the Regulatory Oversight Committee of the Global System, the Bank of Mexico, in its capacity as a member of said Committee, may promote before this, in the terms and conditions established for this purpose, those legal persons constituted in the country that so request, in accordance with what is established in this transitory provision. The Bank of Mexico may only promote before the aforementioned Regulatory Oversight Committee those legal persons without profit motives, established in national territory and constituted in accordance with the laws of the United Mexican States interested in issuing LEI Codes in national territory during the transitional period referred to in the previous paragraph, that observe what is provided in the 5th, section II, of these Rules. For these purposes, the aforementioned legal persons must present to the Bank of Mexico the application and documentation referred to in the 6th of these Rules, as well as the draft contract indicated in Rule 7th, subject to the terms and conditions provided in that Rule. Based on the documentation and information referred to in the previous paragraph, the Bank of Mexico will determine if it is appropriate to promote before the aforementioned Regulatory Oversight Committee the requesting legal person, so that the latter grants its approval so that this can issue LEI Codes. During the period referred to in this Rule, the legal persons referred to in this provision that have the accreditation of the aforementioned Regulatory Oversight Committee must allocate part of the recovery costs to the latter, in the terms established by the Manual. THIRD. The LEI Codes issued by the legal persons approved in accordance with the Second Transitory Rule will retain their validity for the purposes of these Rules, once the period provided in said Rule has concluded. Mexico City, D.F., on September 8, 2015.- BANK OF MEXICO: The General Legal Director, Luis Urrutia Corral.- Rubric.- The General Director of Financial Stability, Pascual Ramón O’Dogherty Madrazo.- Rubric.- The General Director of Payment Systems and Corporate Services, Lorenza Martínez Trigueros.- Rubric. For any consultation regarding the content of this Circular, please contact the Directorate of Authorizations, Consultations and Control of Legality, at the phones (55) 52372308, (55) 52372317 or (55) 52372000, extension 3200.