Resolution of 24 October 2019 by the CNMV modifying Annex I of the Resolution of 16 November 2011 creating and regulating the CNMV Electronic Registry

I. GENERAL PROVISIONS
COMISIÓN NACIONAL DEL MERCADO DE VALORES
15973 Resolution of 24 October 2019, of the Comisión Nacional del Mercado de Valores (CNMV), modifying Annex I of the Resolution of 16 November 2011, by which the Electronic Registry of the Comisión Nacional del Mercado de Valores is created and regulated.

The second section of the Resolution of 16 November 2011, of the Comisión Nacional del Mercado de Valores (CNMV), by which the CNMV Electronic Registry is created and regulated, provides for the possibility of approving and modifying the list of requests, written documents, and communications corresponding to specific services, procedures, and formalities, which, in accordance with Article 24(a) of Law 11/2007, of 22 June, on the electronic access of citizens to Public Services, may be submitted to the CNMV Electronic Registry. Annex I of the aforementioned Resolution sets out the list of formalities involving standardized electronic documents that may be submitted to the CNMV Electronic Registry.

This Annex I was previously modified by the Resolutions of 28 February 2012, 31 October 2012, 4 October 2013, 12 March 2014, and 23 September 2016, of the CNMV.

The entry into force of numerous Community regulations creating new types of entities and new reporting obligations to the CNMV advises the incorporation of new formalities into said Annex I.

Thus, Commission Delegated Regulation (EU) 2017/590 of 28 July 2016, supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council as regards regulatory technical standards relating to the reporting of transactions to competent authorities, establishes the rules and formats required for the communications provided for in Article 26 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012. This regulation determines that such communications, which will include the data indicated in its Annexes I and II, must be sent by investment firms executing transactions on financial instruments in electronic format and in a common template. Additionally, the European Securities and Markets Authority (ESMA) published on 29 May 2018 technical reporting instructions (MiFIR transaction reporting) that include the XML schemas of the files defined for communications, as well as the validations applicable to these reports, to facilitate the standardization of submissions to the CNMV. Therefore, the sending of this standardized information to the CNMV will be carried out to its Electronic Registry, as a standardized electronic document, through the CIFRADOC/CNMV service. These communications will replace those previously submitted under the former Article 89 of the Securities Market Law (LMV), which was repealed by Royal Decree-Law 21/2017, of 29 December, on urgent measures for the adaptation of Spanish law to European Union legislation in the field of securities markets.

On the other hand, Articles 15.1 and 18.4 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 establish the obligation for firms that meet the definition of systematic internalizer to notify the competent authority. Such notification to the CNMV will be carried out through its Electronic Registry, as a standardized electronic document, via the CIFRADOC/CNMV service.

Likewise, Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council, and Commission Directives 2003/124/EC, 2003/125/EC, and 2004/72/EC, establishes in its Article 19 the obligation for persons discharging managerial responsibilities, as well as persons closely associated with them, to notify the competent authority, the CNMV, of transactions carried out subject to such obligation. This obligation has been supplemented by the provisions of Article 10 of Commission Delegated Regulation (EU) 2016/522 of 17 December 2015, supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council as regards the exemption relating to certain central banks and public bodies of third countries, market manipulation indicators, disclosure thresholds, the competent authority for late notification, authorization for trading during limited periods, and the types of mandatory notification transactions carried out by managers. The technical standards relating to the format and template for the notification and publication of transactions carried out by managers in accordance with the Market Abuse Regulation have been determined by Commission Implementing Regulation (EU) 2016/523 of 10 March 2016, which establishes that such notifications must use electronic means for transmission. In accordance with the foregoing, the sending of said notifications to the CNMV will be carried out through its Electronic Registry, as a standardized electronic document, via the CIFRADOC/CNMV service.

Additionally, Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012, establishes the obligation for settlement internalizers to report to competent authorities on internalized settlements using standardized forms, templates, and procedures. Commission Delegated Regulation (EU) 2017/391 of 11 November 2016 supplements Regulation (EU) No 909/2014 of the European Parliament and of the Council as regards regulatory technical standards specifying in greater detail the content of the information to be communicated regarding internalized settlements. Commission Implementing Regulation (EU) 2017/393 of 11 November 2016 establishes the technical execution standards regarding the templates and procedures for the notification and transmission of information on internalized settlements in accordance with Regulation (EU) No 909/2014 of the European Parliament and of the Council. By virtue of the foregoing, the sending of this standardized information to the CNMV will be carried out, as a standardized electronic document, to its Electronic Registry through the CIFRADOC/CNMV service.

In turn, the entry into force of Royal Decree-Law 21/2017, of 29 December, on urgent measures for the adaptation of Spanish law to European Union legislation in the field of securities markets, and of Royal Decree-Law 14/2018, of 28 September, modifying the consolidated text of the Securities Market Law (LMV), approved by Royal Legislative Decree 4/2015, of 23 October, advise the incorporation into Annex I of the CNMV Resolution of 16 November 2011 of new formalities derived from the establishment by Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, amending Directives 2002/92/EC and 2011/61/EU, of new provisions whose transposition into legal rank norms is carried out by said royal decree-laws.

Thus, Article 17 of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 establishes in its paragraphs 2 and 5 the obligation to notify activities related to algorithmic trading and the provision of direct access services. Article 48 of Royal Decree-Law 21/2017, of 29 December, incorporated this obligation into the Spanish legal system, which has been developed reglamentarily through Articles 33 and 34 of Royal Decree 1464/2018, of 21 December, developing the consolidated text of the Securities Market Law, approved by Royal Legislative Decree 4/2015, of 23 October, and Royal Decree-Law 21/2017, of 29 December, on urgent measures for the adaptation of Spanish law to European Union legislation in the field of securities markets, and partially modifying Royal Decree 217/2008, of 15 February, on the legal regime of investment service firms and other entities providing investment services, and partially modifying the Regulation of Law 35/2003, of 4 November, on Collective Investment Institutions, approved by Royal Decree 1309/2005, of 4 November, and other royal decrees in the field of securities markets. In application of the foregoing, it is established that said notification must be sent to the CNMV electronically through the CIFRADOC/CNMV service.

Likewise, Article 58 of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 establishes a reporting obligation for investment service firms and market operators regarding positions in derivatives on commodities, emission allowances, or derivatives on emission allowances by category of position holders. Commission Implementing Regulation (EU) No 2017/1093 of 20 June 2017 determines the technical execution standards relating to the format of such position reports. Article 86 of the LMV incorporates said obligation into the Spanish legal system, establishing in its paragraph 4 that the CNMV, by Resolution of its Head, will determine the format of the position reports of investment service firms and market operators provided for in paragraphs 1, 2, and 3 of said article, in accordance with the provisions of Commission Implementing Regulation (EU) 2017/1093 of 20 June 2017. In application of the foregoing, it is established that said information must be presented in standardized format and sent electronically, and therefore, the sending of this information to the CNMV will be carried out through its Electronic Registry, as a standardized electronic document, via the CIFRADOC/CNMV service.

On the other hand, paragraph 3 of Article 85 of the LMV establishes that position limits on derivatives on commodities will not apply to positions held by a non-financial entity, or on its behalf, that reduce in an objectively measurable way the risks directly related to the commercial activity of this non-financial entity. The request for this exemption, provided for in the last paragraph of paragraph 1 of Article 57 of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014, must contain the information elements indicated in Article 8.2 of Commission Delegated Regulation (EU) 2017/591 of 1 December 2016, supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards regulatory technical standards for the application of position limits on derivatives on commodities. Said request may be sent to the CNMV Electronic Registry, as a standardized electronic document, via the CIFRADOC/CNMV service.

Furthermore, the exception provided for in Article 2.1.j) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 has been incorporated by Article 139.1 of the Securities Market Law, which exempts the application of said Law to persons defined in letter j), provided they inform the corresponding competent authority annually that they rely on this exception. Said information may be sent to the CNMV Electronic Registry, as a standardized electronic document, via the CIFRADOC/CNMV service.

On the other hand, Royal Decree-Law 19/2018, of 23 November, on payment services and other urgent financial measures, in its final provision ninth, paragraph thirteen, modified the content of Articles 225 to 231 of the LMV. Among the changes introduced, the differentiation of what was previously known as the communication of relevant information (inside information) into two categories stands out: the first, the public dissemination by issuers of inside information, in accordance with Article 226 of the LMV; and the second, the public dissemination by issuers of other relevant information, regulated by Article 227 of the LMV and referring to the remaining information of a financial or corporate nature relating to the issuer itself or its securities or financial instruments that any legal or regulatory provision obliges them to make public in Spain or that they consider necessary, due to their special interest, to disseminate among investors.

Regarding the public dissemination of inside information and by virtue of what is established in Article 228.1 of the LMV, the submission to the CNMV of inside information communications regulated in Article 226 of the LMV will be presented by the obligated subjects in the CNMV Electronic Registry, as standardized electronic documents, through the CIFRADOC/CNMV service.

Additionally, and to facilitate compliance by issuers of securities or financial instruments traded on a regulated market with the obligation established in Article 227 of the LMV regarding the communications they must make to the CNMV of the remaining information of a financial or corporate nature relating to the issuer itself or its securities or financial instruments that any legal or regulatory provision obliges them to make public in Spain, and at the same time guarantee access to regulated information under the conditions established in Commission Delegated Regulation (EU) 2016/1437 of 19 May 2016, supplementing Directive 2004/109/EC of the European Parliament and of the Council as regards regulatory technical standards in the field of access to regulated information at Union level, a new procedure is established to send to the CNMV all information and documents that issuers must send as provided by some legal or regulatory provision and for which there was no specific procedure until now. The information to be sent through this procedure includes: changes in rights attached to classes of shares or securities; convening of General Meeting or Assembly; member state of origin; report of payments to public administrations; communications of related-party transactions (subject to the modification of the Capital Companies Law which is in progress); total number of voting rights and capital; General Meeting Regulations and Board of Directors Regulations; as well as those that, due to their special interest, they consider necessary to disseminate among investors (other relevant information). Said information may be sent to the CNMV Electronic Registry, as a standardized electronic document, via the CIFRADOC/CNMV service.

On the other hand, the approval of Circular 2/2017, of 25 October, of the Comisión Nacional del Mercado de Valores, modifying Circular 2/2011, of 9 June, on information of foreign collective investment institutions registered in the CNMV Registers, incorporates the obligation for entities responsible for representing non-harmonized foreign CIIs before the CNMV to communicate telematically the additions and removals of marketing entities in Spain for said CIIs. It also provides for the option for marketing entities in Spain of foreign CIIs to delegate the sending of statistical information to which they are obligated to a person of their free choice, communicating said delegation to the CNMV. The aforementioned communications must be sent to the CNMV Electronic Registry, as a standardized electronic document, via the CIFRADOC/CNMV service.

Additionally, and due to the need to introduce certain improvements necessary for supervisory practice, Circular 5/2018, of 26 November, of the Comisión Nacional del Mercado de Valores, modified Circulares 4/2008, 7/2008, 11/2008, and 1/2010, on public and periodic information of collective investment institutions, accounting standards, annual accounts, and confidential information statements of venture capital entities, managers of collective investment institutions, and venture capital entities and European manager branches established in Spain. By virtue thereof, it was established the obligation for EU management entities authorized to carry out collective management activities and provision of investment and auxiliary services in Spanish territory through a branch to send to the CNMV the information statements defined in the models collected in Annex V of said Circular. This information must be sent in a standardized manner electronically to the CNMV through its Electronic Registry, as a standardized electronic document, via the CIFRADOC/CNMV service.

Finally, some regulatory modifications result in certain obligations disappearing from the legal system.

Thus, Royal Decree 1464/2018, of 21 December, has eliminated from Royal Decree 217/2008, of 15 February, on the legal regime of investment service firms and other entities providing investment services, and partially modifying the Regulation of Law 35/2003, of 4 November, on Collective Investment Institutions, approved by Royal Decree 1309/2005, of 4 November, the obligation for firms and entities providing investment services to prepare an informative brochure of tariffs for all operations that the entity usually carries out, in which the maximum fees and expenses chargeable are stated, and their prior control by the CNMV.

For all the foregoing, it is therefore appropriate to modify again Annex I of the Resolution of 16 November 2011, of the CNMV, in order to incorporate thirteen new formalities and eliminate two previous formalities.

For all the foregoing, I resolve:

First.
The following formalities are incorporated into the list of Annex I of the Resolution of 16 November 2011, of the CNMV, modified by the Resolutions of 28 February 2012, 31 October 2012, 4 October 2013, 12 March 2014, and 23 September 2016, of the CNMV:

Code Description
CDP Communication of positions in commodity derivatives.
COM Communication of transactions under MiFIR Article 26.
ELP Request for exemption from position limits.
NNA Notification of activities related to algorithmic trading.
NAA Notification of auxiliary activity exception.
NAI Notification of systematic internalization activity.
NOD Notification of director and related person transactions.
CIL Notification on internalized settlements.
CIP Communication of inside information.
DIS Communication of other relevant, regulated, and corporate information.
CCE Communication of marketing entities of non-harmonized CIIs.
DXA Delegation of sending statistical data of foreign CIIs.
SGE Statements of foreign managers.

The standardized communication model for completing the COM procedure must contain the information determined in Annexes I and II of Commission Delegated Regulation (EU) 2017/590 of 28 July 2016. With the aim of facilitating the communication provided for in Article 26 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014, which establishes that investment firms executing transactions on financial instruments must communicate the complete and exact data of those transactions to the competent authority as soon as possible, and no later than the close of the next business day, the technical reporting instructions (MiFIR transaction reporting instructions) published by ESMA on 29 May 2018 include the XML schemas of the files defined for the communication, as well as the validations applicable to these reports, facilitating the development of systems to be implemented and the standardization of information submissions. The information sent through the COM procedure will replace that previously sent through the CDT procedure, which is eliminated.

The standardized communication model for completing the NAI procedure allows compliance with the obligation to notify systematic internalization activity established in Articles 15.1 and 18.4 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014.

The standardized communication model for completing the NOD procedure allows compliance with the obligation to notify director and related person transactions established in Article 19 of the Market Abuse Regulation, in Article 2 of Commission Implementing Regulation (EU) 2016/523 of 10 March 2016, and in Article 10 of Commission Delegated Regulation (EU) 2016/522 of 17 December 2015.

The standardized communication model for completing the NNA procedure allows compliance with the obligation to notify activities related to algorithmic trading and the provision of direct access services established in Article 17, paragraphs 2 and 5, of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014.

The standardized communication model for completing the CIL procedure must contain the information determined in Annex I of Commission Implementing Regulation (EU) No 2017/393 of 11 November 2016. The objective of this standardization is to facilitate the coherent and efficient treatment of large volumes of data, as noted in the recitals of said Implementing Regulation.

The standardized communication model for the c