Guidelines on periodic information and notification of material changes to be submitted to ESMA by Trade Repositories

esma European Securities and Markets Authority

23 March 2021| ESMA74-362-249

1. Legislative references, abbreviations and definitions...................................................... 5

2. Executive Summary ....................................................................................................... 9

3. Scope............................................................................................................................11

4. Purpose.........................................................................................................................11

5. Reporting specifications ................................................................................................13

General Aspects.....................................................................................................13

Reporting channels ................................................................................................13

File naming convention ..........................................................................................13

Template validations ..............................................................................................14

Reporting Schedules, Frequencies and Deadlines .................................................14

6. Reporting of periodic information...................................................................................18

Module: Governance and Business Reporting........................................................18

Module: Financial Reporting...................................................................................21

Module: Internal Control Reporting.........................................................................21

Module: IT and Information Security Reporting.......................................................23

Module: Data Reporting .........................................................................................24

Module: Reporting for the Calculation of Supervisory Fees ....................................25

7. Reporting of Ad-hoc Information....................................................................................25

Notifications of Material Changes to the Initial Conditions for registration and of relevant supervisory information .......................................................................................25

Other notifications ..................................................................................................28

Wind-down plan –Key Documents to be submitted to ESMA..................................29

1. Legislative references, abbreviations and definitions

Legislative references

EMIR	Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories Text with EEA relevance
ESMA Regulation	Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC1
Amended RTS on Registration (EMIR)	Commission Delegated Regulation (EU) 2019/362 of 13 December 2018 amending Delegated Regulation (EU) No 150/2013 as regards regulatory technical standards specifying the details of the application for registration as a trade repository
RTS on Registration (EMIR)	Commission Delegated Regulation (EU) No 150/2013 of 19 December 2012 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories with regard to regulatory technical standards specifying the details of the application for registration as a trade repository
RTS on Registration (SFTR)	Commission Delegated Regulation (EU) 2019/359 of 13 December 2018 supplementing Regulation (EU) 2015/2365 of the European Parliament and of the Council with regard to regulatory technical standards specifying the details of the application for registration and extension of registration as a trade repository
RTS on data access (EMIR)	Commission Delegated Regulation (EU) No 151/2013 of 19 December 2012 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories, with regard to regulatory technical standards specifying the data to be published and made available by

[1] OJ L 331, 15.12.2010, p. 84.

trade repositories and operational standards for aggregating, comparing and accessing the data

RTS on data access (SFTR)	Commission Delegated Regulation (EU) 2019/357 of 13 December 2018 supplementing Regulation (EU) 2015/2365 of the European Parliament and of the Council with regard to regulatory technical standards on access to details of securities
CDR on Fees (EMIR)	Commission Delegated Regulation (EU) No 1003/2013 of 12 July 2013 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council with regard to fees charged by the European Securities and Markets Authority to trade repositories
CDR on Fees (SFTR)	Commission Delegated Regulation (EU) 2019/360 of 13 December 2018 supplementing Regulation (EU) 2015/2365 of the European Parliament and of the Council with regard to fees charged by the European Securities and Markets Authority to trade repositories
SFTR	Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012

Abbreviations

BCP	Business Continuity Plan
BoW	Book of Work
CCO	Chief Compliance Officer
CCP	Central Counterparty Clearing House
CEO	Chief Executive Officer
CISO	Chief Information Security Officer
CM	Compliance Monitoring
COO	Chief Operations Officer
CP	Consultation paper

CRA	Credit Rating Agency
CRO	Chief Risk Officer
CTO	Chief Technology Officer
ESMA	European Securities and Markets Authority
EU	European Union
FTE	Full Time Employee
IA	Internal Audit
IS	Information Security
IT	Information Technology
NCA	National Competent Authority
RTS	Regulatory Technical Standards
SFTP	SSH File Transfer Protocol
SLA	Service Level Agreement
TR	Trade Repository
TRACE	System for single access to TR data

Concepts

Periodic information	Supervisory data provided by TRs to ESMA with pre-established frequency.
Ad-hoc information	Supervisory data provided by TRs to ESMA following a material change to data already provided to ESMA.
As soon as	Supervisory data should be provided by the TR without incurring any undue delay
Machine readable format	a) it is in an electronic format designed to be directly and automatically read by a computer. The electronic format should be specified by free, non-proprietary and open standards. Electronic format should include the type of files or

b) it is stored in an IT architecture that enables automatic access;

c) it is robust enough to ensure continuity and regularity in the performance of the services provided and ensures adequate access in terms of speed;

d) it can be accessed, read, used and copied by computer software that is free of charge and publicly available.

messages, the rules to identify them, and the name and data type of the fields they contain;

TR participant An entity which has a contractual arrangement for the purpose of reporting derivative contracts under Article 9 of EMIR or SFTs under Article 4 of SFTR with at least one registered or recognised TR. The TR participant may be a report submitting entity, an entity responsible for reporting, a reporting counterparty or a CCP, or an entity which has a “view-only” access to a TR.

Associated entity An entity that directly or indirectly controls the TR, or is directly or indirectly controlled by the TR, or which is under common control alongside the TR.

2. Executive Summary

Reasons for publication

These Guidelines set out the information that should be submitted by Trade Repositories (TRs) to facilitate ESMA’s ongoing supervision of TRs on a consistent basis. The principal goal of these Guidelines is therefore to streamline the periodic aspect of this information collection process, ensuring that it is fully aligned with ESMA’s supervision and its risk assessment processes.

The Guidelines clarify the format and frequency of the different categories of information which ESMA expects to receive in its role as supervisor of trade repositories registered in accordance with EMIR and/or SFTR and, hence, to clarify the respective obligations of TRs in accordance with Article 55(4) of EMIR and Article 5(4) of SFTR.

ESMA expects the application of these Guidelines to result in the following benefits:

a. reduce efforts to request this information sporadically and ensure that no information is omitted;

b. reduce processing time of information received;

c. ensure a level playing field in term of information to be provided by all TRs by establishing harmonised reporting templates;

d. Increase predictability of the required information and streamline processes at the TRs;

e. increase transparency of supervised TRs;

f. ensure complete information that is necessary for ESMA’s risk-based supervision;

g. improve the internal planning of ESMA’s supervision teams with regards to information review and facilitate processing;

h. standardise the practices that are already implemented by TRs on a best efforts basis;

i. achieve economies of scale due to consistency with the relevant specifications for CRAs supervised by ESMA (see the Final Report on Guidelines on periodic information to be submitted to ESMA by Credit Rating Agencies – 2nd edition2, ESMA33-9-295);

j. ensure accuracy of information that is used for the calculation of supervisory fees.

Section 3 of the document determines the scope of the Guidelines, Section 4 provides the purpose for setting out Guidelines on reporting of periodic information and material changes. Section 5 details reporting specifications with regards to the reporting items, the reporting channels, the templates, the file naming conventions, the template validations, the reporting

[2] Final Report on Guidelines https://www.esma.europa.eu/sites/default/files/library/esma_33-9-295_final_report_guidelines_on_the_submission_of_periodic_information_to_esma_by_credit_rating_agencies.pdf

schedules and the relevant timelines for reporting. Section 6 includes detailed explanations on each item of periodic information that is being requested. Section 7 includes detailed explanations on each item of ad-hoc information that is being requested, as well as the applicable template for notification of a wind-down plan in the case of withdrawal of registration.

Next steps

The Guidelines will be published on the ESMA website. They apply from 30 June 2021.

3. Scope

Who?

1. These guidelines apply to Trade Repositories (TRs) as defined in Article 2(2) of EMIR and Article 3(1) of SFTR and registered under Titles VI and VII EMIR and Chapter III SFTR.

What?

2. These guidelines apply in relation to Article 55(4) of EMIR and Article 5(4) of SFTR. They do not apply to third-country TRs recognised in accordance with EMIR or SFTR. The Guidelines include all relevant templates and reporting calendars. In addition, and with a view to improving their visibility and integration within TR’s internal processes, ESMA will also publish the reporting calendar and excel versions of the templates as standalone items that can be downloaded from the ESMA’s website.

When?

3. These guidelines apply from 30 June 2021. All the periodic information items that have annual frequency and a reporting deadline of 31 January in accordance with these Guidelines should be provided for the first year by 30 June 2021.

4. Purpose

4. ESMA has been entrusted with the registration and supervision of TRs pursuant to Titles VI and VII of EMIR and Chapter III of SFTR.

5. The RTS on Registration (EMIR), the amended RTS on Registration (EMIR) and RTS on Registration (SFTR) specify the information which have to be provided by the trade repositories for the purposes of ESMA’s assessment of their compliance with the conditions for registration under EMIR and SFTR.

6. In this respect, Article 55(4) of EMIR and Article 5(4) of SFTR require registered TRs to ‘comply at all times with the conditions for registration’, and to, ‘without undue delay, notify ESMA of any material changes to the conditions for registration’.

7. The purpose of these Guidelines is, therefore, to clarify the format and frequency of the different categories of information which ESMA expects to receive in its role as supervisor of TRs registered in accordance with EMIR and/or SFTR and, hence, to clarify their respective obligations in accordance with Article 55(4) of EMIR and Article 5(4) of SFTR.

8. As a result, the Guidelines aim to ensure consistent, continuous, efficient and risk based on-going supervision of TRs by ESMA. More specifically, the proposed Guidelines aim to increase the consistency and usability of the information provided by TRs. This is done by providing specific reporting instructions for each reporting aspect as well as standardised reporting templates where possible. The proposed Guidelines also clarify certain information to further support ESMA’s supervisory processes in an efficient and effective manner.

9. In order to ensure efficient translation of any documents submitted by TRs in languages other than English, the proposed Guidelines clarify that any document that is provided in a language that is not English should always be submitted in a machine-readable format, whereas the documents in English should be submitted in machine readable format where possible.

10. ESMA’s approach to its risk assessments of the TRs is dynamic taking into account risks both at an entity and an industry level. The basis for these assessments is the information available to ESMA. This information can come from a wide variety of sources i.e., (periodic) information reported by supervised entities, information communicated to ESMA by NCAs, supervisory activities or requests for information (governed by Articles 61 and 62 of EMIR and equally applicable to TRs registered under SFTR by virtue of Article 9 of SFTR), information from market participants and third country regulators and information obtained through ESMA’s own market intelligence.

11. TRs currently provide ESMA with certain information on a periodic and ad-hoc basis, such as submission of Board minutes, Compliance reports or Data Quality related statistics. However, the absence of uniform format and deadlines for such submissions affects the completeness and comparability of the supervisory information.

12. Furthermore, based on the ongoing supervisory processes, ESMA has gathered sufficient insight into the frequency with which it needs to receive the relevant information from the TRs, as well as how currently provided information can be standardised through the introduction of specific templates. This will allow ESMA to take a more systematic approach to its supervision of TRs.

13. The present Guidelines take into account and build on the information required under the RTSs on Registration. Furthermore, ESMA leverages on the experience gathered with the supervision of TRs under EMIR and also specifies the format and frequency of periodic and ad-hoc information to be provided by the TRs registered under SFTR.

14. Some information, specifically company-specific information such as Board minutes, will be the same for EMIR and SFTR registered TRs and thus should not be duplicated if a TR is registered under both regimes and if the information is required under both regimes. These Guidelines clearly indicate when templates are also applicable for TRs registered under SFTR.

15. These Guidelines set out the information that should be periodically submitted by TRs to ESMA, to facilitate its ongoing supervision of TRs on a consistent basis. The principal goal of these Guidelines is therefore to streamline the periodic aspect of this information generation and collection process, ensuring that it is fully aligned with ESMA’s supervision and its risk assessment processes.

16. A secondary goal of the Guidelines is to increase transparency and define a harmonised framework for ESMA’s supervisory interactions with TRs. In this regard it is expected that by increasing the quality and usability of the information that is submitted by TRs to ESMA on a periodic basis, the proposed Guidelines will reduce the need for ESMA to request information from TRs on a bilateral basis through requests for information.

17. The proposed Guidelines group the reporting specifications into two overarching categories: ‘Periodic’ and ‘Ad-Hoc’. Within these two categories the individual reporting items are then grouped according to different modules. This ensures that similar specifications are addressed side by side, allowing for greater transparency as to the information ESMA is requesting.

18. ESMA suggests an increased use of common reporting templates for specific quantitative and qualitative information to be collected in a standardised format, including the list of TR participants, revenues and costs, IT incidents, FTE headcount, reports related to data processing performance, data quality, etc. This would allow ESMA staff and ESMA’s supervisory tools to efficiently process the information it needs to receive.

19. However, the Guidelines also allow for the templates to be subject to changes and modifications. A template file will be maintained on ESMA’s website. TRs should be notified whenever there are changes in the template and TRs should always use the latest available version when submitting information to ESMA. Submissions which use old templates will be rejected.

20. All the above considerations will also ensure that the compliance with the Guidelines is made more proportionate.

5. Reporting specifications

General Aspects

Guideline 1. For each reporting item, TRs should follow the reporting specifications relating to content, format, submission deadlines and, if applicable, templates. TRs should do so for each Regulation under which they are registered.

Guideline 2. TRs should submit documents in English in machine-readable format, where possible. Where documents are submitted in a language other than English, TRs should submit all of these documents in a machine-readable format that could be capable of being automatically translated by ESMA’s supervisory tools. To enable such translation process, TRs should submit such documents in .pdf format, or if not, in an unlocked machine-readable format.

Reporting channels

Guideline 3. TRs should submit to ESMA the information requested in these Guidelines through reporting channels communicated by ESMA in advance.

File naming convention

Guideline 4. TRs should report the information under each reporting item according to the following naming convention TRAAA_REGU_TY_ST_PD_ITEMXX_YYYYMMDD.zip. Whenever a reporting template is used, it should use csv file for data related templates and xls for other templates. Within a single archive file, where a reporting template is required, the TR should follow the same naming convention as above and use csv file for data items and xls for non-data items. Other files different from the templates included in archive files can be provided with the original file name/type..

Template validations

Guideline 5. TRs should populate the templates according to the applicable template validations and should not alter or modify the format of the template, including by adding or removing any field. TRs should always use the latest available version, as previous versions of the templates will be rejected by ESMA and TRs should resubmit the relevant information in accordance with the latest available version.

Reporting Schedules, Frequencies and Deadlines

Guideline 6. TRs should submit periodic information in accordance with the reporting frequency and deadline for each Regulation for which they are registered, as detailed in Table 1: CALENDAR OF PERIODIC REPORTING. The information included should cover the relevant reporting period as determined by the frequency of the submitted information.

Guideline 7. TRs should report on an “as soon as” basis any material changes to initial conditions of registration as well as a number of other specified events that ESMA considers relevant to its supervisory responsibilities included in Table 2 AD-HOC REPORTING.

Guideline 8. When a TR is registered under both EMIR and SFTR, the TR should follow the indication in Table 1: CALENDAR OF PERIODIC REPORTING and Table 2: AD-HOC REPORTING to determine whether the applicable reporting item should be provided separately or jointly. When it is stated that the item applies separately to both EMIR and SFTR, this means that the TR should clearly indicate in the template for which of the two regulations it is reporting the requested information. When the item applies for both EMIR and SFTR data jointly, this means that the data is expected to be identical under both Regulations and thus the TR should submit it only once regarding both Regulations.

TABLE 1: CALENDAR OF PERIODIC REPORTING

	Periodic Reporting for TRs
Item	Reporting Item	Applicable to	Reporting Frequency	Reporting Deadline	Template Available
Governance and Business
1	Board documents	EMIR and SFTR jointly	Semi-Annual	31st January, 31st July,	No
2	Board meetings schedule, locations and agendas	EMIR and SFTR jointly	Annual	31st January	No
3	Ownership structure or an attestation	EMIR and SFTR jointly	Annual	31st January	No
4	Organisational charts	EMIR and SFTR jointly	Annual	31st January	No
5	Staff and full-time employees (FTEs)	EMIR and SFTR separately	Annual	31st January	Template for item 5
6	Inventory of ancillary services performed by the TR or the group	EMIR and SFTR separately	Annual	31st January	Template for item 6
7	Inventory of other services performed by the TR	EMIR and SFTR jointly	Annual	31st January	Template for item 7
8	Commercial use of TR data	EMIR and SFTR separately	Annual	31st January	Template for item 8
9	Inventory of outsourcing agreements and list of outsourced services	EMIR and SFTR separately	Annual	31st January	Template for item 9
10	Internal policies and procedures	EMIR and SFTR jointly	Annual	31st January	Template for item 10
11	List of TR key contacts	EMIR and SFTR separately	Annual	31st January	Template for item 11
Financial Reporting
12	TR services revenues & cost breakdown	EMIR and SFTR separately	Annual	31st July	Template for item 12
13	Interim financial accounts	EMIR and SFTR jointly	Semi-Annual	31st January and 31st July	No
14	Audited financial statements	EMIR and SFTR jointly	Annual	30th June	No
15	Financial resources	EMIR and SFTR jointly	Annual	31st July	Template for item 15
16	Assessments of pricing policy	EMIR and SFTR separately	Annual	31st July	No
Internal Control
17	Compliance work programme	EMIR and SFTR separately	Annual	31st January	No
18	Compliance assessment reports	EMIR and SFTR separately	Semi-Annual	31st January and 31st July	No
19	Internal audit plan	EMIR and SFTR separately	Annual	31st January	No

Periodic Reporting for TRs

Item	Reporting Item	Applicable to	Reporting Frequency	Reporting Deadline	Template Available
20	Internal audit reports	EMIR and SFTR separately	Semi-Annual	31st January and 31st July	No
21	Risk reports	EMIR and SFTR separately	Annual	31st January	No
22	Risk dashboard	EMIR and SFTR separately	Annual	31st January	No
23	CM & IA Overview	EMIR and SFTR separately	Semi-Annual	31st January and 31st July	Template for item 23
24	List of potential and actual non-compliance cases	EMIR and SFTR separately	Annual	31st January	Template for item 24
IT and Information Security Reporting
25	IT strategy	EMIR and SFTR jointly	Annual	31st January	No
26	Book of work	EMIR and SFTR separately	Quarterly	31st January, 30th April, 31st July, 31st October	Template for item 26
27	Technology summary or attestation	EMIR and SFTR separately	Annual	31st January	Template for item 27
28	BCP test reports	EMIR and SFTR separately	Annual	31st January	No
29	Attestation for information security testing	EMIR and SFTR separately	Annual	31st January	No
30	Cybersecurity metrics	EMIR and SFTR separately	Semi-Annual	31st January and 31st July	Template for item 30
Data Reporting
31	TR participants overview	EMIR and SFTR separately	Semi-Annual	31st January and 31st July	Template for item 31
32	Regulatory access status	EMIR and SFTR separately	Quarterly	31st January, 30th April, 31st July, 31st October	Template for item 32
33	Data volume	EMIR and SFTR separately	Quarterly	31st January, 30th April, 31st July, 31st October	Template for item 33
34	Overview of portability requests status	EMIR and SFTR separately	Annual	31st January	Template for item 34
35	Data reporting performance and capacity metrics	EMIR and SFTR separately	Monthly	By the 15th of the following month	Templates for item 35
36	Reconciliation statistics	EMIR and SFTR separately	Monthly	By the 15th of the following month	Template for item 36
Reporting for the Calculation of Supervisory Fees
37	Information for the calculation of supervisory fees	EMIR and SFTR separately	Annual	30th June	Template for item 37

Table 2: AD-HOC REPORTING

	Ad-Hoc Reporting Requirements Applicable to TRs
Item	Reporting Item	Ad-hoc reporting applicable to	Reporting Timeline	Template Available
	Notification of Material Changes to Conditions of Registration
38	Board member details	EMIR and SFTR jointly	First list to be provided as soon as the Guidelines start to apply. Going forward a new notification to be provided as soon as there are changes to the initially provided information.	Template for item 38
39	Key Staff	EMIR and SFTR separately	First list to be provided as soon as the Guidelines start to apply. Going forward a new notification to be provided as soon as there are changes to the initially provided information.	Template for item 39
40	Change to ownership structure	EMIR and SFTR jointly	First list of the persons or entities who directly or indirectly holds 5% or more to be provided in a template as soon as the Guidelines start to apply. Going forward a new notification to be provided as soon as there are changes to the initially provided information.	Template for item 40
41	Launch of new services (including ancillary or any other services)	EMIR and SFTR separately	As soon as possible	Template for item 41
42	Change in the fee structure/ Pricing policy	EMIR and SFTR separately	As soon as possible	No
43	Establishment of subsidiaries and branches, reorganisation or restructuring of the TR activities or change to name, address, statutory documentation or legal status	EMIR and SFTR jointly	As soon as possible	No
44	New litigation/ proceedings which may potentially materially impact the TR	EMIR and SFTR jointly	As soon as possible	No
45	Copies of regulator templates	EMIR and SFTR separately	As soon as there has been a change.	No
46	Copies of TR participant contract templates	EMIR and SFTR separately	As soon as there has been a change.	No
47	Potential and actual cases of non-compliance with the Regulation(s) under which the TR is registered, including material breaches of TR’s policies and procedures, fraudulent/irregular activity detected	EMIR and SFTR separately	As soon as identified	Template for item 47
48	Changes to the Internal Audit Charter and Methodology	EMIR and SFTR separately	As soon as possible	No
49	Quality Assurance of IA	EMIR and SFTR jointly	As soon as obtained	No
50	Material changes to the Business Continuity Plan and to any of its features	EMIR and SFTR separately	As soon as possible	No
51	Material Changes or upgrades of the TR systems and infrastructure	EMIR and SFTR separately	As soon as there has been a material change.	Template for item 51
52	Notification on Cloud Computing Outsourcing	EMIR and SFTR separately	A notification to be provided as soon as possible on planned outsourcing of critical or important functions to cloud service providers or changes to the existing cloud outsourcing arrangements.	Template for item 52
53	Changes to outsourcing agreements	EMIR and SFTR separately	As soon as possible	No
54	Any other material changes to the conditions of registration	EMIR and SFTR separately	As soon as possible	No
Other
55	IT & information security incidents	EMIR and SFTR separately	Incident notification no later than the end of the business day that incident is detected, with the information available at the time. Subsequent incident notification with full information and root cause analysis after 30 calendar days	Template for item 55
56	Notification of a portability request	EMIR and SFTR separately	As soon as possible	Template for item 56
Wind-down plan
57	Cessation of business	EMIR and SFTR separately	As soon and possible	Template for item 57

6. Reporting of periodic information

Module: Governance and Business Reporting

Item 1 – Board Documents

Guideline 9. TRs should send to ESMA the following Board documents packs relating to Board meetings that have taken place in the period: (i) minutes of the Board meetings, (ii) copies of the documents sent to Board members in relation to respective Board meetings, (iii) any additional documents discussed in the meeting. If the minutes are available only in a draft version which must be approved by the following Board, the draft version should be provided to ESMA. In case a TR has established Board committees, the TR should also send the minutes and materials of these committees’ meetings.

Item 2 – Board meetings schedule, locations and agendas

Guideline 10.TRs should send to ESMA the list of scheduled Board meetings, locations and agenda, when available, of the current year. In case of a change occurring after a notification to ESMA had been made, TRs should notify ESMA and send the updated information as soon as the change is confirmed.

Item 3 – The ownership structure

Guideline 11.TRs should send to ESMA the latest ownership chart showing the ownership links between the parent undertaking, subsidiaries and any other associated entities or branches, identified by their full name, legal status and legal address. The information should include all the changes notified to ESMA during the past year following the material change to the conditions of registration. Where no change has taken place since the last annual submission, the TR should submit an attestation that the previously provided notification remains accurate.

Item 4 – Organisational charts

Guideline 12.TRs should send to ESMA their internal organisation charts. The charts should include management, control, business and support functions with clear reporting lines, geographical locations and number/pool of resources assigned or available to each function. The information should include all the material changes notified to ESMA during the past year.

Item 5 – Staff and FTEs

Guideline 13.TRs should provide ESMA with the exact number of employees directly employed or dedicated at entity level and an indication of employees accessible at group level, e.g. pool of resources, with a breakdown of Full Time Employees (FTEs) in the areas of Compliance, IT, IS, risk management and IA in accordance with the designated template.

Item 6 – Inventory of ancillary services performed by the TR or the Group

Guideline 14.TRs should send to ESMA a list of ancillary services offered by the TR or by the company in the same Group, according to the definition of ancillary services included in article 17 RTS on Registration (EMIR) and Article 17 RTS Registration (SFTR). The list should indicate how many TR participants use these services in accordance with the designated template. The list should include a description of the ancillary services that the TR, or the undertaking within its group, performs, and a description of any agreement that the TR may have with companies offering such ancillary services. Copies of such agreements should be submitted together with the template.

Item 7 - Inventory of other services performed by the TR

Guideline 15.TRs should send to ESMA a list of any services that the TR, as a legal entity, is providing in addition to the core and ancillary services provided under the Regulation under which the TR is registered, indicating how many TR participants use these services, in accordance with the designated template.

Item 8 – Commercial use of TR data

Guideline 16.TRs should send to ESMA a list of all cases in the past year of commercial use of the data reported to TRs under either EMIR or SFTR, where such use has taken place, in accordance with the designated template.

Item 9 – Inventory of outsourcing agreements and list of outsourced services

Guideline 17.TRs should provide ESMA with an inventory of outsourcing agreements, including SLAs in accordance with the designated template. The inventory should contain both services outsourced by the TR and services outsourced to the TR. The information should include detailed definitions of the services to be provided, including measurable scope of those services, the granularity of the activities as well as conditions under which those activities are rendered, and their timelines, in line with Article 16(d) RTS on Registration (EMIR) and Article 16(d) RTS on Registration (SFTR). The inventory should include information from all the relevant notifications submitted in the course of the past year.

Item 10 – Internal policies and procedures

Guideline 18.TRs should send to ESMA an overview of all active internal policies and procedures in accordance with the designated template. Those policies include, but are not limited to: policies related to conflicts of interest, protection of data confidentiality, access to data by third party providers, access filtering process, contractual provisions applicable between the TR and reporting entities, reporting channels and recordkeeping, remuneration/compensation In case of changes to existing policies and procedures, the TR is required to flag such change, explain the rationale and attach the revised version of the document including the amendments in tracked changes.

Item 11 – List of TR key contacts

Guideline 19.TRs should update the list of contacts that should be used by ESMA for communicating with the entity on certain aspects. The list should be organised by areas of responsibility (e.g. contacts in Compliance, Management, TRACE, Finance, etc).

Module: Financial Reporting

Item 12 – TR services revenues and cost breakdown

Guideline 20.TRs should report to ESMA the breakdown of revenues for TR services and costs, determined according to the same accounting principles used in preparation of the TR’s audited financial statements and any other ways of internal accounting (e.g. managerial accounting), if applicable.

Item 13 – Interim financial accounts

Guideline 21.TRs should report to ESMA their interim financial accounts prepared according to the same accounting principles used in preparation of the TR’s audited financial statements.

Item 14 – Audited financial statements

Guideline 22.TRs should report to ESMA their audited financial statements. If the financial year does not correspond to the calendar year, the TRs should submit the breakdown of revenues and expenses certified by an independent auditor by the deadline.

Item 15 – Financial resources

Guideline 23.TRs should inform ESMA about their financial resources available to cover at least 6 months’ worth of operational costs, as per Article 21(b) of Amended RTS on Registration (EMIR) and/or Article 21(b) of RTS on Registration (SFTR), in accordance with the designated template.

Item 16 – Assessments of pricing policy

Guideline 24.TRs should send to ESMA the copies of the assessments conducted during the past year with regards to fees, costs and the pricing strategy.

Module: Internal Control Reporting

Item 17 – Compliance work programme

Guideline 25.TRs should submit a copy of their Compliance Work Programme to ESMA. In case compliance priorities change upon submission, an updated work programme should be submitted as soon as possible.

Item 18 – Compliance assessment reports

Guideline 26.TRs should submit copies of any compliance report, including any compliance assessments and testing reports that relate to the TR business, systems, processes and operations that are conducted by the Compliance Function (including at Group level) to ESMA.

Item 19 – Internal audit plan

Guideline 27.Irrespective of whether a TR has established an Internal Audit function or commissioned internal audits from an external party, the TR should submit a copy of an annual Internal Audit work plan.

Item 20 – Internal audit reports

Guideline 28.Irrespective of whether a TR has established an Internal Audit function or commissioned internal audits from an external party, ESMA expects to receive a copy of the Internal Audit reports that have been produced and that relate to the TR business, systems, processes and operations.

Item 21 – Risk report

Guideline 29.TRs should submit copies of any risk assessments conducted by the Risk Management Function during the reporting period and that relate to the TR business, systems, processes and operations. The risk report should include, or make reference to, the relevant risk framework and methodology applied for conducting the assessment.

Item 22 – Risk dashboard

Guideline 30.TRs should submit their risk management dashboard, which should include the highest risks as identified in the context of the TRs’ risk management process. This item is complementing the previous one in providing a more detailed view on the risks identified over some critical aspects of the functioning of the TR. Should the TRs have separate dashboards for IT and information security risks, TRs should submit those as well.

Item 23 – CM & IA Overview

Guideline 31.TRs should submit an overview of all findings and follow-up actions resulting from the assessments performed as part of the Compliance monitoring and internal audit in accordance with the designated template.

Item 24 – List of potential and actual non-compliance cases

Guideline 32.TRs should submit an annual list of potential and actual non-compliance cases in accordance with the designated template. This reporting item relates to potential and actual non-compliance cases that fall within the scope of EMIR or SFTR but are not reportable to ESMA as an IT or Information security incident under these Guidelines. The reportable cases are breaches of TR internal procedures designed to comply with the respective Regulations, internal complaints received by the Compliance function, potential conflicts of interest identified, fraudulent/irregular activity detected or other situations that may result in non-compliance with EMIR/SFTR. The TRs are expected to complete a template with a list of potential and actual non-compliance cases including:

a) All open cases detected during the period;

b) All open cases that were detected in an earlier period and were not closed during the period;

c) All cases that were closed during the period.

Module: IT and Information Security Reporting

Item 25 – IT strategy

Guideline 33.TRs should submit to ESMA their applicable IT strategy specifically relating to the key decisions regarding the TR’s IT systems such as the use of outsourcing, the use of cloud computing, etc.

Item 26 – Book of work (BoW)

Guideline 34.TRs should submit information on their IT projects and their progress by completing the designated template. In every Book of work (BoW) submission TRs should report the projects/fixes that have been closed since the previous BoW submission. The template should contain information about open and planned projects, projects that have been closed since the previous BoW report, open and planned fixes and fixes that have been implemented and closed since the previous BoW report.

Item 27 – Technology Summary

Guideline 35.TRs should submit a technology summary to ESMA in accordance with the designated template. The technology summary should include a list of applications the TR is using, operating systems, databases, etc., as well as a description of how the TRs map their core processes. Where no change has taken place since the last annual submission, the TR should submit an attestation that the previously provided notification remains accurate.

Item 28 – BCP test reports

Guideline 36.TRs should submit to ESMA any BCP test conducted in the past year, together with its results and follow-up actions The BCP test should indicate at least the date it was conducted, the scope and the testing approach / methodology/scenario.

Items 29 and 30 – Information security testing reports and Cybersecurity metrics

Guideline 37.TRs should submit to ESMA an attestation that they have performed various information security testing reports, together with the designated template.

Module: Data Reporting

Item 31 – TR participant overview

Guideline 38.TRs should submit the statistics and TR participants’ profile, in accordance with the designated template. The information to be submitted through the template includes, among others: the Regulation under which they report, type of participant (e.g. financial / non-financial and information on the sector of activity), country, whether they are direct or indirect reporting entities, and their share, etc.

Item 32 – Regulatory access status

Guideline 39.TRs should submit the list of regulatory authorities that have requested and those that have established access to the TR, including through TRACE, in accordance with the designated template.

Item 33 – Data volume

Guideline 40.TRs should report, among others, the statistics on (i) the total number of trades and reports received from the start of reporting for each Regulation and (ii) the number of derivatives and SFTs per each jurisdiction, entities participating in the reporting and Data Quality Category (for EMIR), in accordance with the designated template.

Item 34 – Overview of portability requests status

Guideline 41.TRs should provide ESMA with the list of TR participants who requested portability in the last 12-month period, including any open requests remaining from previous periods, and provide all the details in accordance with the designated template.

Item 35 – Data reporting performance and capacity metrics

Guideline 42.TRs should provide ESMA with the statistics on data ingestion, report generation (i.e. client, inter-TR and regulatory) system capacity (i.e. storage and compute) in accordance with the designated templates.

Item 36 – Reconciliation statistics

Guideline 43.TRs should provide ESMA with the statistics on reconciliation of derivatives and SFTs in accordance with the designated templates.

Module: Reporting for the Calculation of Supervisory Fees

Item 37 – Information for the calculation of supervisory fees

Guideline 44.TRs should report to ESMA the information necessary to determine the applicable turnover, as per Commission Delegated Regulation (EU) No 1003/2013 and/or Commission Delegated Regulation (EU) 2019/360 in accordance with the designated template. Such information must be certified by an independent auditor.

7. Reporting of Ad-hoc Information

Notifications of Material Changes to the Initial Conditions for registration and of relevant supervisory information

Item 38 – Board member details

Guideline 45.TRs should provide an initial full list of Board members (including Management Board, Supervisory Board, Board committees) and their profiles. As soon as there are changes, a new notification should be submitted in a template together with the relevant supporting documents as detailed under Article 9 of Amended RTS on Registration (EMIR) and/or Article 9 of RTS on Registration (SFTR) to be attached.

Item 39 – Key staff

Guideline 46.TRs should provide an initial full list of TR key staff (CEO, CCO, CTO, COO, CRO, CISO and any other key staff) and their profiles. As soon as there are changes, a new notification should be submitted in a template. For the senior management, documents under Article 9 of Amended RTS on Registration (EMIR) and/or Article 9 of RTS on Registration (SFTR) to be attached.

Item 40 – Change to ownership structure

Guideline 47.TRs should send a notification describing the ownership change that should encompass the acquisition or disposal of holdings above 5% of the issued share capital or voting rights of the TR. In line with the reporting template, TRs should include an updated list of any person or entity who directly or indirectly holds 5% or more of the TR capital or its voting rights or whose holding makes it possible to exercise a significant influence over the TR management.

Item 41 – Launch of new services (including ancillary or any other services)

Guideline 48.TRs should notify ESMA in advance when taking decisions to launch new services and provide explanations on operational separation, pricing, potential conflicts of interest, impact on resources, etc, as per template.

Item 42 – Change in the fee structure/ pricing policy

Guideline 49.TRs should send to ESMA all the relevant documentation on the new fee structure/ pricing policy, including existing or proposed discounts and rebates and conditions to benefit from such reductions.

Item 43 – Establishment of subsidiaries and branches, reorganisation or restructuring of the TR activities or change to name, address, statutory documentation or legal status

Guideline 50.With regards to the establishment of subsidiaries and branches, reorganisation or restructuring of the TR activities or change to name, address, statutory documentation or legal status, TRs should send to ESMA a description of the changes, the new structure, address and all the relevant supporting information.

Item 44 - New litigation/ proceedings which may potentially materially impact the TR

Guideline 51.TRs should send to ESMA a description of the new litigation proceedings (judicial, administrative, arbitration or any other type of litigation proceedings) that may materially impact the TR, particularly as regards tax and insolvency matters, and an assessment of the potential consequences and impact on the TR.

Item 45 – Copies of regulator contract templates

Guideline 52.TRs should send to ESMA copies of all types of contract / terms of use templates for providing regulatory access to data reported in accordance with the Regulation under which the TR is registered.

Item 46 – Copies of TR participant contract templates

Guideline 53.TRs should send to ESMA copies of all types of contract templates for providing reporting services in accordance with the Regulation under which the TR is registered.

Item 47 - Potential and actual cases of non-compliance with the Regulation(s) under which the TR is registered, including material breaches of TR’s policies and procedures, fraudulent/irregular activity detected

Guideline 54.TRs should provide to ESMA information regarding potential and actual cases that may result or have resulted in non-compliance with the Regulation(s) under which the TR is registered as soon as such non-compliance is identified. The information should be provided in a designated template and should concern a non-compliance case that falls within the scope of EMIR or SFTR but that is not reportable to ESMA as an IT or an IT security incident under these Guidelines (e.g. breaches of TR internal procedures designed to comply with the respective Regulations, internal complaints received by the Compliance function, potential conflicts of interest identified, fraudulent/irregular activity detected or other situations that may result in non-compliance with EMIR or SFTR). This information should be provided concurrently with the periodic notifications on non-compliance.

Item 48 – IA Charter and methodology

Guideline 55.TRs should submit their Internal Audit Charter and the Internal Audit methodology, as well as any changes to it.

Item 49 – Quality assurance of IA

Guideline 56.In case a TR obtained an independent assessment of the work of the Internal Audit function during the period, it should send a copy of the assessment report.

Item 50 – Material changes to the Business Continuity Plan and to any of its features

Guideline 57.TRs should send to ESMA a description of the change, the reasons for the change of the BCP, and its consequences, according to the template.

Item 51 – Technology Summary – Material changes of the TR systems and infrastructure

Guideline 58.TRs should use the template to flag to ESMA changes in the application and system infrastructure.

Item 52 – Notification of cloud computing outsourcing

Guideline 59. TRs should report to ESMA in a timely manner any planned outsourcing of TR’s process and data to Cloud Service Providers that concern a critical or important function, in accordance with the designated template. The TR should also notify in a timely manner using the same template, those cloud outsourcing arrangements that concern a function that was previously classified as non-critical or non-important and then became critical or important or other changes in its current cloud computing outsourcing arrangements. This notification would satisfy the TRs’ notification requirement under the ESMA Cloud Computing guidelines3 ,

Item 53 – Changes to outsourcing arrangements

Guideline 60.As soon as there are material changes to the outsourcing arrangements, TRs should provide ESMA with a notification of such material changes, including SLAs, in accordance with the designated template. Both services outsourced by the TR and services outsourced to the TR should be notified. The information should include detailed definitions of the services to be provided, including measurable scope of those services, the granularity of the activities as well as conditions under which those activities are rendered, and their timelines. TRs should enclose any relevant copies of outsourcing documentation.

Item 54 – Any other material changes to the conditions of registration

Guideline 61.The TRs should provide ESMA with a description of the change.

Other notifications

Item 55 – IT & information security incidents

Guideline 62.TRs should send to ESMA an initial incident notification within 24 hours of becoming aware of the incident and a follow-up notification within one month. TRs should send these notifications in a designated template.

Item 56 – Notification of a portability request

Guideline 63.TRs should notify ESMA upon receipt of a portability request from a TR participant, in accordance with the designated template.

[3] ESMA Guidelines on outsourcing to cloud service providers published in December 2020.

Wind-down plan –Key Documents to be submitted to ESMA

Item 57 – Cessation of business

Guideline 64.The TRs should provide ESMA with a wind-down plan, in accordance with Article 79(3) EMIR and Article 5(2) SFTR in the context of a withdrawal of registration foreseen under Article 71(1) EMIR or Article 73(d) EMIR and under Article 9(1) or Article 10(1) SFTR using the designated template and in accordance with the relevant timeline indicated in the template.

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