I. INTRODUCTION
On 1st May 2012 the National Spanish Securities Market (“CNVM” – Comisión Nacional del Mercado de Valores) started to implement the guidelines proposed by the European Securities and Markets Authority (“ESMA”) relating to systems and controls to be applied by Spanish investment firms and trading platforms.
II.-CONTENT
The aforesaid guidelines are divided into eight different areas:
1.-Organisational requirements for regulated markets´and multilateral trading facilties’ electronic trading systems. Attention must be drawn to governance (corporate and management risk programmes should be established); capacity and resilience (systems should have sufficient capacity to accomodate reasonably foreseeable volumes of messaging and possible rising message flow); testing (electronic trading systems and their relevant updates must previously undergo tests to ensure that they are compatible with the applicable law and that they can continue to work effectively in stressed market conditions), monitoring (electronic trading systems should be monitored in real time, so that they can immediately deal with technical problems) and security (procedures and arrangements for physical and electronic security to protect their electronic trading systems from misuse or unauthorised access to ensure integrity of the data that is part of the systems).
2.- Organisational requirements for investment firms’ electronic trading systems. Concerning this matter, the organisational requirements for investment firms are almost the same as those established for regulated markets and multilateral trading facilities.
3.- Organisational requirements for regulated markets and multilateral trading facilties to promote fair and orderly trading. Trading platforms should perform adequate due diligence on applications to become a member/participant or user from persons who are not credit institutions or investment firms, and also ensure that the systems that members and participants are using to access the platform have a minimum level of fuctionality that is compatible with the trading platforms’ electronic trading system. Likewise, trading platforms should have the ability to prevent in whole or in part the access of a member or participant to their markets and to cancel, amend or correct a transaction. On the other hand, trading platforms should have arrangements to prevent the excessive flooding of the order book through limits per participants on order entry capacity, to prevent capacity limits, as wll as to prevent capacity limits on messaging from being breached.
4.- Organisational requirements for investment firms to promote fair and orderly trading.Investment firms should be able, inter alia, to automatically block orders that do not meet certain set price or size parameters, that were issued by traders without permission to trade, or that risk compromising the firm’s own risk management thresholds.
5.- Organisational requirements for regulated markets and multilateral trading facilities to prevent market abuse. Trading platforms should have sufficient staff with an understading of regulation and trading activity and the skill to monitor trading activity and identify behaviour giving rise to to suspicions of market abuse; should at least have systems with sufficient capacity to accomodate high frequency generation of orders and to trace backwards transactions and orders entered/cancelled which may involve market manipulation; and conduct preiodic reviews and internal audits of procedures and arrangements to prevent and identify instances of conduct that may involve market abuse.
6.- Organisational requirements for investment firms to prevent market abuse. Aditionally to the requirements set forth for trading platforms, investment firms must also provide initial and regular refresher training to their employees on what constitutes market abuse (in particular market manipulation).
7.- Organisational requirements for regulated markets and trading platforms whose members/participants provide direct market access and/or sponsored access. In this area, trading platforms should require members/participants or users to conduct due diligence on clients to which they provide DMA/SA and, likewise, to refuse a request from a member/participant or user to provide a client with direct market access whenever said access may affect fair and orderly trading. Likewise, trading platforms should be able to suspend or withdraw SA and to stop orders form a person trading through said SA.
8.- Organisational requirements for investment firms that provide direct market access and/or sponsored access. Investment firms must conduct due diligence on prospective DMA/SA clients to evaluate the competency of individuals entering orders, as well as carry out pre-trade controls on the orders of their clients including in-built and automatic rejection of orders outside of certain parameters.
Additionally, concerning all of the above-listed guidelines, investment firms and trading platforms should keep records thereof for at least 5 years. The records should be sufficient detailed to enable a competent authority to monitor compliance with relevant obligations.
III. CONCLUSION
The above referred to guidelines have been issued in order to promote fair and orderly trade and to prevent the manipulation of the market in such settings, all of which falls under the protection of article 16 of Regulation nº 1095/2010 of the European Parliament and Council of 24th November 2010, which regulates the creation of the ESMA and states that the competent authorities and participants in financial markets shall do all that is possible to abide by the directives published by the former.
The CNMV, in compliance with the obligations established in the aforesaid Regulation of the ESMA, has confirmed to the competent authorities that they intend to comply with the directives, which shall be taken into account in the fulfilment of their supervision duties.
For more information, please contact:
Ramon MANYÀ: rmt@vila.es/en
