1

CONCEPT PAPER FOR AN INTEGRATED CAPITAL MARKETS ARCHITECTURE IN AZERBAIJAN

Dr. Fred Reinertz EU Short term expert capital markets architecture Baku, February 2010

2

Table of Contents
1. Introduction.......................................................................................6 2. Definitions.........................................................................................7 3. Information flows and information systems for securities trading.......18 4. Securities trading information flow ...................................................18 4.1. Pre-trade........................................................................................................18 4.2. Trading........................................................................................................... 18 4.3. Post-trade.......................................................................................................18 4.4. Clearing-Settlement-Custody ........................................................................19 5. Categories of capital markets information systems............................19 5.1. Information collection and distribution ..........................................................19 5.2. Trading tools..................................................................................................20 5.3. Order-routing systems ...................................................................................20 5.4. Order-presentation systems ..........................................................................23 5.5. Settlement and custody systems ..................................................................23 5.6. Surveillance systems......................................................................................25 6. The prevailing legal and regulatory framework in the EU....................25 6.1. The main EU Directives on capital markets....................................................25 6.2. The institutional links among capital markets operators................................25 6.3. The role of professional capital markets participants.....................................26 6.4. The role of the Capital Markets Regulators....................................................27 7. The prevailing capital markets architectural models in the EU.............27 7.1. The Euroclear model .....................................................................................27 7.1.1. IT Architecture..........................................................................................27 7.1.2. Organisational links among various capital markets stakeholders...........28 7.1.3. Institutional links among various capital markets stakeholders ..............28 7.2. The Clearstream model .................................................................................30 7.2.1. IT Architecture..........................................................................................30 7.2.2. Organisational links among various capital markets stakeholders...........30 7.2.3. Institutional links among various capital markets stakeholders...............30 7.3. Comparisons between the two.......................................................................32 8. The prevailing capital markets architectural models in emerging markets...............................................................................................33

3

8.1. The Turkish model..........................................................................................33 8.2. The Russian model.........................................................................................34 8.3. Benchmarking vis a vis the EU capital markets architectures........................35 9. The proposed architecture for Azerbaijan..........................................37 9.1. Action plan and time frame for implementation.............................................37 9.1.1 Global Strategy.........................................................................................37 9.1.2 Main general task......................................................................................37 9.1.3 Main actions and priorities........................................................................38 9.1.4 Ancillary tasks...........................................................................................40 9.2. The capital markets operators’ positions........................................................41 9.2.1. The Baku Stock Exchange .......................................................................41 9.2.2. The National Depository Centre...............................................................43 9.3. The Capital Markets Regulator.......................................................................45 9.4. The professional capital markets participants................................................45 9.4.1. The Investment firms...............................................................................46 9.4.2. The Banks licensed to provide investment services.................................46 9.4.3. The Custodian Banks................................................................................46 9.4.4. The professional capital markets associations.........................................47 9.5. Linkages among them....................................................................................47 9.6. The necessary reforms from the legal and regulatory point of view..............47 9.6.1 the operational aspects of the capital market in Azerbaijan.....................47 9.6.2 Important..................................................................................................48 9.7. The necessary organisational and institutional reforms.................................49 10. Conclusions (benefits from the proposed model).............................51

4

0. Executive summary The concept proposal for an architecture of a capital markets structure in Azerbaijan is placed in the more general frame of the overall objective of the project , that aims at improving the economic development of Azerbaijan and to reduce the dependence on the oil sector, (cit. the TOR’s, the terms of reference of the project). In this context, the mission of the consultant when defining the sketch of an integrated new capital market design and structure did focus also on analysing and formulating recommendations to improve the existing domestic Azeri capital market with an end-state analysis. This concept paper should also serve the purposes of a later subsequent technology evaluation and the development of a standard electronic IT platform for the implementation of the structural proposals as issued. The capital market architecture presented in this paper is feasible with the current technology, It is based on the end-to-end functionalities of the in the actual present capital markets embryonic elements, It takes into account all internal requirements of the market participants. Various architectural and ethical issues are broached as well and discussed, sketching a framework for further project work in the matter under review. The structure itself as proposed is compliant with the actual prevailing EU regulations in matters of capital markets organizational set-up and the due Regulatory supervision. The consultant did seek “EU acquis communautaire” adhesion of the present proposal as the necessary foundation of the architecture. In compliance with the requirements as outlined in the TORs, the projects’ terms of reference the paper will encompass: An action plan for the Azeri capital markets proposed architecture, with emphasis on the capacity building and/or strengthening process for its key components as well as a structured transition action plan for the existing present Azeri capital markets elements. The action plan will contain recommendations for recommendable capital markets architecture in Azerbaijan. It puts the emphasis on the role of the Depository House as the pivotal core element. It also recommends the establishment of custodian banks. It will issue recommendations on the organizational and operational structure of the NDC with emphasis on the Risk Management system. It will opine also on the establishment of a reliable Delivery Versus Payment (DVP) system, and the functioning of the clearing and settlement operators in the market. The consultant’s intervention will also address the following issues: Recommendations on the organisational structure of the capital markets organizations with emphasis on: a comprehensive diagnosis of current trading, settlement and supervision infrastructure of Securities market in Azerbaijan on institutional, normative and operational level,

5

benchmarking against best practices adopted in developed and other emerging markets, a significant GAP analysis and elaboration of conceptual recommendations for an optimum infrastructure.

It would exceed the scope of this paper to pass in review in full details the different architectures. The functionalities to structure. linking investors with brokers and dealers both on a domestic and an international level. NDC and the Baku Stock Exchange BSE as the first involved parties. It must be outlined that there is no uniform structure or type of capital markets set-up in the European Unions’ capital markets. The first issue to be addressed is how to structure adequately. commodities. as the MTF’s. Their efficient. by poaching in the different structural set-ups as used in Europe. bonds. It was elaborated by a project team member and is known to the project beneficiaries. central counter-parties and central securities depositories. the examination and evaluation of the basic components such a common structure. the project as such was designed for duly perusal by the Regulator. now compete with such over-the-countertrading organizations and other similar systems that allow computerized trading. The advent of new technologies. SCS. Although the final beneficiaries of the proposed capital market architecture are the market participants. the National Depository Centre. It could be recommended to be undertaken only if the actual project would require a more enhanced approach. it would require an allocation of project man days to be performed. the State Committee for Securities. In Annex 1 the consultant has attached a schematic presentation of the status quo of the structures as prevailing in the different European capital markets. Introduction The elaboration of a proposal for a capital market structure requires. while still vitally important in major cities around the world. has brought about a new era in securities trading. and currency. in the process. This EU directive also explains the .6 1. Needless to say it is the starting point for elaborating a capital markets structure proposal. The consultant intends to recommend a more specific and tailor made capital market architecture for Azerbaijan. the multilateral trading facilities (they are mentioned in the MiFID directive. the Member State’s diversity is nevertheless always taking into account the in the “EC acquis communautaire” given rules and requirements. This will be based on the respective merits of the in the EU capital markets competing structures. in a capital markets architecture proposal that wants to take into account the best practice as prevailing in the EU capital markets. Traditional stock exchanges. this in view to determine the usefulness of the proposed structure for the beneficiaries and the different stakeholders of the project. Securities trading are a financial activity involving transactions of property such as stocks. particularly in computers and telecommunications. are well known. or to whom to allocate. safe and sound operation depends on the three key types of infrastructures – exchanges. the relevant capital market functionalities. as only a comparative study with pros and cons would be a meaningful tool to opine on that issue.

Equiduct-Berliner Börse. QUOTE MTF . A Multilateral Trading Facility (or MTF) is a multilateral system. The appearance of MTF’s is one of several actions that aim to improve the access of small and medium sized enterprises to capital through new share. a pure dark-pool MTF operated by ITG. the list is long but the subject is complex. launched in 1998.launched 4th September 2009. A Account operator In the context of ESES. a cash account opened by a Settlement Bank with a central bank in accordance with the Cash Account Documentation. and on behalf of. there are several MTFs operational now: POSIT. each of such other Parties in relation to the latter's Securities Account(s) and the Cash Account linked thereto.7 whereabouts and set up’s functionalities in more details. NYSE Arca Europe. which is operated by the Euroclear CSDs . Definitions This is a list of the most common used terms in the context of capital markets: courtesy from Euroclear and the consultant’s definition data base. which brings together multiple third-party buying and selling interests in financial instruments . NX MTF .in a way that results in a contract in accordance with the provisions of Title II in MiFID. launched in October 2008. C Cash Account In the ESES context. B Bridge The 'Bridge' is the name used for the processes established between Euroclear Bank and Clearstream Banking Luxembourg that permit cross-systems settlement of a trade between a customer of one ICSD and a customer of the other ICSD. and the info may be useful in the context. launched in August 2008. They often use a so called “dark pools” approach in matters of securities trade processing.in the system and in accordance with non-discretionary rules . a Client that has been authorized by one or more Parties to send instructions in the name of. launched in March 2009. launched in March 2007. bond and rights issues. Chi-X. NASDAQ OMX Europe. 2. Turquoise.launched in 11th December 2009 by Nomura Securities Ltd. launched in September 2008. operated by an investment firm or a market operator. BATS Europe . In the EU.

those executed on a particular exchange). as the Liquidity position. Central Securities Depositary (CSD) An entity which operates a system enabling clients to hold. Cash position in Central Bank Money Balance in a central bank money account on a settlement platform operating the integrated settlement model. CCPs typically interpose themselves between the counterparties to trades. manage and transfer securities by CNS Continuous Net Settlement CoBM Commercial Bank Money (CoBM) Settlement is described as being commercial money if the payment moves between the accounts of banks (in contrast to central bank money). CBA Central Bank of Azerbaijan Central bank money (CeBM) Settlement is described as being in central-bank money if payment moves directly and irrevocably between accounts on the books of the central bank. Central CCPS must also have direct or indirect access to the SSS. Cash Correspondent A financial institution that executes cash transfers on behalf of its clients. Also referred to.8 on behalf of the relevant Central Bank in connection with the use of the CSD System or a system operated by another Euroclear CSD. CCP stands for Central counterparty An entity that is the buyer to every seller and the seller to every buyer of a specified set of contracts/obligation (e. Securities Settlement Systems where transactions are ultimately settled and securities held.g. In order to be able to settle the novated transactions. acting as the buyer to every seller and the seller to every buyer (“novation”). in the context. Cash Accounts may also be referred to in the Euroclear Contractual Documentation as 'cash positions in Central Bank Money (CeBM). Cross-quality payment .

This is useful for traders who wish to move large numbers of shares without revealing themselves to the open market. e. Debtor The party that owes assets to the creditor. with final transfer of the securities . Dark Pools in funds to line up and move large blocks of equities without tipping their hands as to what they are up to. Dark pools are recorded as over-the-counter transactions. This increased responsiveness of the price of equity to market pressures has made it more difficult to move large blocks of stock without affecting the price. DVP model 1 One of the three DVP schemes. for each pair of consecutive parties in the payment chain. In model 1. gifts. Default Failure to complete a funds or securities transfer according to its terms for reasons that are not technical or temporary.g. The debtor may also be the debit account owner. Dark liquidity pools avoid this risk because neither the price nor the identity of the trading company is displayed. usually as a result of bankruptcy. Default is usually distinguished from a failed transaction. Therefore detailed information about the volumes and types of transactions is left to the crossing network to report to clients if they desire and are contractually obligated. Modern trading platforms and the lack of human interaction has reduced the time scale on market movements. Dark liquidity pools offer institutional investors many of the efficiencies associated with trading on the exchanges' public limit order books but without showing their actions to others. one party always plays the role of the debit party and the other the role of the credit party. as defined by the G10. CSD Central Securities Depositary D Dark pool Dark pools of liquidity (also dark pools or dark liquidity) are crossing networks that provide liquidity that is not displayed on order books in an MTF context.9 Payment between a Euroclear group customer using central bank money and another Euroclear group customer using commercial bank money. as a result of receipt of goods or services.[ Debit party The party that gives cash or securities. or charity payments. it may be an agent or the debtor. Furthermore. transfer instructions for both securities and funds are settled on a trade by trade basis. In the payment chain.

10 from the seller to the buyer (delivery) occurring at the same time as final transfer of the funds from the buyer to the seller (payment). E ECSDA European Central Securities Depositories Association End-of-month settlement (SRD) End-of-month settlement is the opposite from rolling settlement whereby the settlement date of a party's securities transaction instruction is deferred until the end of the month. Escrow balance See 'restricted balance' ESES Euroclear Settlement of Euronext-zone Securities eXtensible Markup Language (XML) Simple and very flexible text format derived from Standard Generalized Markup Language (SGML) (ISO 8879). Its primary purpose is to facilitate the sharing of data across different systems. Final party The party that is the ultimate beneficiary of the cash transfer. The final party is mentioned when different from the creditor. Ultimate beneficiary (Payment Industry). The eXtensible Markup Language (XML) is a W3C-recommended general purpose mark-up language for creating special-purpose mark-up languages. . particularly systems connected via the internet. whose account will be credited by the final agent. and posts the transaction to the account. See Beneficiary of money (Securities Industry). it is possible to buy stocks without immediately settling and benefit from an anticipated rise of the stock or to short sell the stock not yet purchased. Hence. Final settlement The discharge of an obligation by a transfer of funds and a transfer of securities that have become irrevocable and unconditional. F Final agent A financial institution of the creditor that receives the payment transaction on behalf of an account owner or other nominated party.

I ICSD International central securities depository Identifiable bearer security (TPI) Based on the French legal framework. services to create a fair and open process for the execution of transactions between trading parties. a dictionary of data fields and . Synonym: security family. and which enables transactions to be processed by book entry. An ICSD also settles trades in international securities and in various domestic securities. Within Euroclear group. Internaliser In the context of the EU’s basic capital market directive MiFID. and the creation of settlement obligations. see below systematic Internaliser definition ISO 15022 International standard which sets the principles necessary to provide the different communities of users with the tools to design message types to support their specific information flows. all or part of. usually through direct or indirect (through local agents) links to local CSDs. securities' holders registered on the custodians’ books. it is a service in Euroclear France that allows an issuer of bearer securities to request and obtain a list of. and processes the instruction. through common membership.ISO 10962 classification of a security.11 First agent A financial institution of the debtor that receives the payment transaction from either the account owner or authorized party. International Central Securities Depository (ICSD) An entity in which securities are held and managed. Instrument family The first qualifier in the CFI . Instrument category The second qualifier in the CFI .ISO 10962 classification of a security. (French acronym) Infrastructure The party that provides. These tools consist of a set of syntax and message design rules. the ICSD offers its services in the Full Service. Certain holders declared by the custodians may have the status of registered intermediary.

12 a catalogue for present and future messages built by the industry with the above mentioned fields and rules. all securities of the relevant issue will be recorded on the debit of the Issuance Account. Issuance Accounts are not considered as Securities Accounts for the purposes of the Terms and Conditions. Liquidity sweep Any automated transfer of cash from a Cash Account to the corresponding RTGS Cash Account M Matching It is the process for comparing the trade or settlement details provided by counterparties to ensure that they agree with respect to the terms of the transaction. operated by an investment firm or a market operator. any account opened in the name of an issuer in the books of the CSD on the debit of which all securities of a same issue which are admitted by the CSD are recorded. L Legacy platform One of the current input. ISO 20022 Financial Services It is a Universal Financial Industry message scheme (UNIFI) .in a way that results in a contract in accordance with the provisions of Title II in the EU’s MiFID capital market basic directive. the basic capital market directive MTF a Multilateral Trading Facility is a multilateral system.newly published standard which provides the usage of a common platform for the development of messages. MiFID Stands for the EU’s Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments. settlement and/or reporting systems in the Euroclear group’s (I)CSDs. which brings together multiple third-party buying and selling interests in financial instruments .in the system and in accordance with non-discretionary rules . Issuance Account In the ESES context. N Netting . in the case of dematerialized securities. matching.

Registrar The party that is responsible for keeping track of the owners of securities. as required to all parties involved in the trade transaction including counterparties. Netting may take several forms. on a periodical or upon request basis. These records represent the liability accounts of the fund management company. Purchasing power A settlement bank's cash position in central bank money and its collateral value of securities that may be used for auto-collateralization with the central bank (when allowed by the relevant central bank). O Omnibus account A single Securities Account within which the Securities Account Holder co-mingles the assets of two or more underlying clients. P Payment settlement agent An agent that executes the cash transfer upon the request of either an agreement party. A nominee is commonly used in a securities transaction to obtain registration and legal ownership of a security. Nominee A person or entity named by another to act on his behalf. the investor. Also referred to as a liquidity provision. It prepares and distributes account statements (holdings and transactions) to the investor and/or its intermediary. the party appointed by the fund management company that keeps the investor registry of the fund. R Real-time gross settlement system (RTGS / RBTR) Settlement system in which occurs the continuous (real-time) settlement of funds or securities transfers individually on a transaction-by-transaction basis (without netting). and administers investor accounts and related records. rather than in separate accounts with designation. and settlement parties. See 'Trustee'. It may provide tax information to the .13 Stands for an agreed offsetting of positions or obligations between counterparties. The netting reduces a large number of individual positions or obligations to a smaller number of obligations or positions. or a clearing agent. Post-trade administrator The party ensuring that all the details of the trade have been collected and reported. In the context of investment funds.

possess a banking license and are regulated by existing banking law. The lending of securities in an exchange for a fee. Settlement account An account held by a direct participant of a national RTGS system. reports to the regulator on shareholder identity. and can appoint the sub-registrar. with or without a guarantee. or someone else's. at an agreed price and date. and accounting services for its own. RTGS Real-time gross settlement system S Securities loan / Securities lending / Securities borrowing Securities finance mechanism that involves transferring full ownership of securities. (I)CSDs and banks. Settlement agent The party that provides settlement. Settlement Delivering securities and/or making payments in the performance of obligations between the counterparties to a transaction. assets. either free of payment (FOP) or against payment (Delivery Versus Payment-[DVP]). can be the corporate secretary for the proxy voting. with a contractual agreement that the seller will repurchase the securities in return for the guarantee. Securities lending is mostly facilitated by CSDs. Securities Settlement System (SSS) A system which permits the holding and transfer of securities. custody. which is thus registered with its central bank for the purpose of processing payments. Settlement Bank . if there is a guarantee. but not offered directly. RNC Continuous Net Settlement Rolling settlement A practice in which settlement takes place a standard number of business days after the date of the trade. such as custodians that directly offer securities lending.14 investor and/or to its intermediary.

Settlement Finality Directive Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payments and securities settlement systems. which will be shared by a number of participating national central banks.e. Settlement liquidity indicator The liquidity position of a client in the system that uses the services of a settlement bank (i. Settlement Bank Client A Client who has appointed a Settlement Bank to provide cash services in connection with the Domestic Service. Single Platform The long-term solution. It reflects the liquidity resulting from the settlement bank client’s activity in the Securities Settlement System (SSS). Settlement liquidity limit The amount of liquidity or credit which a settlement bank has notified to the CSD as being available to a settlement bank client during each Business Day. as above). Single Shared Platform (SSP) The new platform of European Central Bank. the liquidity position of a settlement bank’s client. Single Settlement Engine (SSE) The first building block of the Single IT Platform. also known as TARGET2. SLAB Delivery by mutual consent settlement service SSS . positioning and booking of cash and securities transfers). Settlement date Date at which the financial instruments are to be delivered or received. an IT platform shared by all Euroclear group (I)CSDs hosting the (I)CSD Systems.15 A Client which is permitted under the Standard Form Agreement it has entered into with a Euroclear group CSD to make and/or receive payments by means of the (I)CSD Systems as a bank for the account of itself and/or one or more other Clients in connection with the Domestic Service.e. concentrating on the core settlement (i.

buy-sell back and sell-buy back transactions. A trading party is a trade instructor. or a trader. securities lending & borrowing. Trade date The date on which a market trade is executed. Trading party The party that plays an active role in planning and executing the transactions that create or liquidate investments of the investors’ assets. In the context of treasury. it is the party that negotiates and executes the treasury transaction. . performing the Pre-settlement.should be taken to mean all institutions. Two-leg settlement instruction Settlement instruction which can be used to settle bilateral repo. it is the result of the matching and execution of either a purchase or sale order with compatible opposite orders. or that move the investor's assets from one investment to another. frequent and systematic basis. Transaction In a Euroclear context. the concept stems from the EU’s MiFID directive T TARGET2 Trans-European Automated Real. in particular CSDs. a service in Euroclear France that allows an issuer of bearer securities to request a list of beneficial owners registered in the custodians’ books. Settlement and custody functions except custodians. an investment decision-maker. STP Straight Through Processing System Paying Agent (SPA) The party within the CSD that is responsible for distributing resources relating to a specific distribution to other CSD parties. deals on own account by executing client orders outside a regulated market or an MTF.16 Securities Settlement System. Systematic internaliser It means an investment firm which. a post trade administrator.Time Gross settlement Express Transfer 2 TPI Identifiable bearer security. on an organised.

reduced by a certain percentage (haircut). V Valuation haircut A risk control measure applied to securities used in reverse transactions. . (I. Voting service provider (VSP) A service provider mandated by the Client to act on its behalf. collection of voting instructions. The Eurosystem (European Central Bank.17 U UNIFI Standard See 'ISO 20022 Financial Services'. instructing the system agent. notably their residual maturity.e. receipt and sending of meeting notifications. ECB) applies valuation haircuts that also reflect certain characteristics of the securities. implying that the central bank calculates the market value of the underlying securities.

statistics and analysis).1. They maintain database of structured.g. magazine). all market operators. facts.2. Pre-trade Compliant with the EU requirements in its specific MiFID directive (see below for more details under 6. 4. This best possible result or best execution as it is called by the operators. likelihood of execution and likelihood of settlement and any other factors deemed relevant. is not limited to execution price but also includes cost. speed. -for quote-driven markets. they provides financial news and data (e. NDC is the member in ANNA for Azerbaijan. securities trading and securities administration. encoded securities information based on a global network of market specialists that procures real-time stock exchange information at source from the leading financial Centres.CUSIP etc. 4. As outlined later. ISIN. aggregated order information on "liquid shares" available at the five best price levels on the buy and sell side. Trading MiFID again requires that professional capital market operators take all reasonable steps to obtain the best possible result in the execution of an order for a client. 4. financial analysis. the best bids and offers of market makers must be made available. fund administration.18 3. the internet. Information flows and information systems for securities trading There are several large professional provider of financial information in Europe.) There is an Association of National Numbering Agencies (ANNA) which leads the way in introducing standards aimed at simplifying trading and securities administration.1) operators in the market must provide full pre-trade transparency. depending the nature of their systems must provide mandatory the following data information: .3. These so called Data providers are also a source of financial information. processing and distribution of international financial information for investment advisory services. portfolio management. for professional and individual investors through various communication channels (e. They very often act also as official numbering agency responsible for allocating security identification numbers.g. and in the US.(NNAs. Post-trade .Continuous order-matching systems. Securities trading information flow 4. who are specialists in the procurement.

where appropriate.1. Stock Exchanges. where relevant for CESR and its members. 5. the CESR Members decided to establish a group of CESR experts only. activities of the group were disrupted after that period. to respond to these initiatives. does only focus on a number of regulatory initiatives going on in the area of post-trading. Clearing-Settlement-Custody It can be mentioned that in matters of clearing. an automated ISO-based STP interface to exchange structured data with custodian banks via a CCI. Also the other directives regarding prospectus. CESR had decided to create a platform to follow these initiatives more closely. Central Clearing Parties and Central Securities Depositories within and outside the EU-area. the group established by the European Commission with the mandate to review the compliance with the Code by the signatories. the PostTrading Expert Group (PTEG). unless certain requirements are met to allow for deferred publication. a joint CESR (Committee of European Securities Regulators)/ESCB (European System of Central Banks) working group developed Standards for Clearing and Settlement systems in Europe. It is a . PTEG. It is up to the member States in the EU to act in the matter. establish a place to share supervisory experiences and. Information collection and distribution There are IT systems. in particular with regard to the envisaged role of regulators in this Code.4.19 MiFID the basic capital market directive in the EU requires from all professional capital market operators to publish the price. The first major point on the agenda of the PTEG is the Code of Conduct for Clearing and Settlement. But disclosure is required mandatory by the directive. The second important initiative followed by the PTEG on behalf of CESR is the ESCB-project TARGET-2-for-Securities (T2S). Clearing and Settlement. with the objective to enhance a level-playing-field and the safety and soundness of post-trading activities within the EU. In 2007. Between 2002 and 2005. The Code of Conduct was developed and signed by the providers of infrastructures for Trading. Common communication interface. The political support for these regulatory initiatives was reflected in the conclusions of the EU Council on Clearing and Settlement of 9 October 2007. This group does focus on post-trading activities in the EU. even if executed outside of a regulated market. and transparency are only focusing of the trading not the post-trade aspects. like AutoFlow. volume and time of all trades executed in listed shares. Prior to this.e. market abuse. Categories of capital markets information systems 5. Following other emerging initiatives in the area of post-trading. 4. settlement and custody the core directive for capital markets in the EU MiFID remains silent. This long-term project aims to create a single and central platform for the cross-border and domestic settlement of Euro-denominated securities against central bank money. given the responsibilities of national securities regulators for post-trading activities in the respective Member-States. i. CESR is a member of the Monitoring Group. run by the Euro-system.

It is strategies. 5. All collected data are aggregated in a layer where all quotes and trade data are put in a feed handler as received from the exchanges. using a variety of networks. the data providers etc. maintains and persists all order states. a standardized interface of the common shared IT platforms which control and distribute the information pertaining to Ancillary Systems and. Continuous Net Settlement (CNS / RNC) are automated book-entry accounting systems. AS systems do usually settle their net positions either at the end of the day or at several times during the day through an Ancillary System Interface (ASI). leverages low latency market data including custom indicators.20 communication interface with the external world that provides users with a single access to a common integrated trading platform. CNS centralizes the settlement of matched transactions and is maintaining an efficient flow of security and money balances. The market data layer captures the BBO best bid of r offer across markets enabling later by order routing to how an order is split and routed and how many titles are purchased. execution quality. liquidity management tools and advanced technology to execute trades. qualitative algorithms designed to monitor market changes. clearing houses and securities settlement systems (SSSs). They can derive custom indicators based on the order or trade information. speed and costs can also be considered in the routing logic. order execution through a suite of global. Trading platforms remain the core of all the central integrated IT system In particular. access to ConvergEx ATS for block crossing and aggregating dark liquidity (dark pools) tools. Trading tools must have the following capabilities: direct execution to every major global exchange. It uses multiple in and output FIX connections. in particular. Tools. …to be aggregated in a feed handling infrastructure for connection with the trading platform for processing.3. It continuously scans different liquidity pools in order to get the best price. An optimized order routing system will slice and route orders with ultra-low latency. large-value payment systems. Euroclear Trade Capture and Matching System (ETCMS). A key tool in this practice is the in an order routing system to find the National Best Bid or Offer (NBBO) across markets. that show momentum or compare executed liquidity versus displayed liquidity over a time window on a per venue basis. Order-routing systems Traders often split orders and route them to different market centres in order to reduce market impact and achieve best prices for their trades. Sophisticated liquidity management and advanced DMA products. These indicators. In addition a host of other parameters such as aggression levels. it will have an embedded custom routing logic that takes multiple factors into account. these include retail payment systems. It enables also clients to send instructions and receive reports in industry standard formats. Smart order routing systems decide how an order is split and routed and how many shares are purchased at particular venues while ensuring the in the EU MiFID required compliance. Trading tools Global electronic trading is technology based. can be easily included in the order routing module later. foreign exchange settlement systems. but there are ancillary systems (AS). dynamically optimize performance and avoid market impact. Below the consultant provides a . control of order flow while maintaining anonymity. money market systems.2. supports multiple order types. securities settlement systems activity. It must also ensure MiFID compliance and run in parallel with the OMS system. 5.

.. Order Routing Solution consists always of two main layers – the first layer deals with the order flow and the second layer deals containing the market data..21 sample of an order routing system set-up and the connections with OMS etc.

22 .

EMSs have four key features: a trading blotter. Through the EMS platforms. by definition.e. The delivery of securities takes place by book entries in computerized systems. which offers netting at both user and security eligibility level. an execution management system (EMS). As a result. the following occurs: • instructions are entered by clients for matching purposes. • the CCP then undertakes a local validation process. unless the delivery is free of payment.4. Both legs must be simultaneous and linked to limit risks. In comparison. Moreover. internal proprietary data from the EMS provider. Order-presentation systems In this area we find now since recently now EMS. electronic communication networks (ECNs). alternative trading systems (ATSs).5. portfolio staging capabilities and tighter systems integration. Although a number of DMA players call their order entry and management portals EMSs. Real-time market data enters the system from a combination of external feeds from exchanges and market data providers and. The new EMSs may follow a path similar to the one OMSs have followed through their evolution: The EMSs will increase the breadth of their functionality. transactions settled in SSSs are considered final and irrevocable (i. whereupon the instruction is either registered when the trade is novated or rejected when the instruction does not meet all of the validation criteria. there should be a differentiation between an EMS and a pure DMA platform. DMA platforms either are single. Settlement and custody systems Securities Settlement Systems enable the transfer of securities. for instance following trading on a stock-exchange or over the counter. The trading blotter is composed of an order entry screen where users initiate and monitor trading activity. Today's OMSs have emerged as portfolio management systems with functionality that ranges from pre-trade through post-trade support. There are also automated matching and routing service for over-the-counter transactions with a Central Counterparty (CCP).23 5. the older traditional order management systems (OMSs) were designed as tools to allow firms to manage and document their trading activities electronically. instructions are sent to the CCP for netting.or limited-destination systems. multiple destinations and real-time market data. It is worth pointing out that. unconditional) . With an OMS. connectivity. firms easily can look back in order to analyse their orders. Users can access brokers' direct-market-access (DMA) capabilities and algorithms to carry out electronic trading strategies. It is a software-based platform that facilitates and manages the execution of securities orders. In practice. crossing networks and multiple brokers. An EMS offers multiple destinations to which to route a trade. users can connect to major exchanges. There are two legs for the settlement of such a trade: the delivery of the securities and the corresponding payment which takes places in a payment system. it will be given a Euroclear reference ID and will enter the matching process. Since this modest beginning of OMSs as trading blotters with FIX engines. typically through the Financial Information exchange (FIX) protocol. If the instruction is deemed to be valid. in some cases. • once matched. they have extended the breadth and depth of their functionality significantly. adding analytics. 5. The platforms enable both single-stock and portfolio trading capabilities. they will continue to substitute for OMSs more and more.

Deutsche Bank did add front-office grid applications to support "straight-through processing" (automated. SSSs either settle on a gross basis or on a net basis. CSDs enable securities’ mobility as they operate securities settlement engines. Custody systems are most of the time in-house developed as this kind of service is not provided by Euroclear given its horizontal structure. In a single platform context. Integrated settlement model SSSs settle transactions directly in their own system without the constant involvement of the payment system. Interfaced settlement model: transactions are settled using an interface between the payment system and the SSS. Euroclear Settlement of Euronextzone Securities (ESES) Often also custodian banks make use of sub-custodians by means of a service level agreement Euroclear Settlement of Euronext-zone Securities (ESES) is an intermediary step towards a Single Platform that Euroclear want to develop. This largescale financial application demonstrates the substantially lower costs and higher return on investment possible with only processing software. intra-Full transactions when both parties are using the Full Service and transactions settle then on the books of the custodian Bank. Next to the safekeeping function. in Euroclear this transaction category includes: Intra-entity settlement transactions when both parties to the transactions are members of the same (I)CSD. Clearstream and other global custody provider have most of the time their own traditional IT architectures.24 when they meet certain conditions. streamlined workflow) in its custody system. As two systems are involved.e. they constantly communicate with each other. An interface is used at the request of clients when they want to transfer cash into the SSS or back to the payment system. There is usually at least one CSD and one SSS in each EU country. This covers: intra-Domestic transactions when both parties are using the Domestic Service and transactions settle then on the books of the primary issuer CSD or the CSD of reference of the security. Securities are held with central securities depositories (CSD). as compared to the traditional architectures. Full-Domestic transactions when one party is using the Full Service and the other is using the Domestic Service (i. There are also settlement sub-Systems. who are notably responsible for ensuring securities’ integrity. In settlement there is an internal transaction category. manage the Securities Accounts balances and the Purchasing Powers and provide reporting to the Clients. Deutsche Bank's Securities Custody System is one of the earliest successful examples of commercial grid computing. . These systems process the settlement of instructions. Euroclear France and Euroclear Nederland) with an integrated settlement solution and harmonized custody service for stock exchange and over-the-counter activities. The security leg is settled in the SSS while the cash leg is settled in the RTGS in the EU. Domestic inter-CSD transactions when the security is eligible in several group CSDs and one party is instructing on a depot with the primary issuer CSD and the other is instructing on a depot with the other eligible CSD. one party is using a Domestic operational securities account and the other is using a Full securities account). ESES will provide the Euronext-zone market CSDs (Euroclear Belgium.

These solutions do combine trading surveillance and employee fraud detection this requires a proven technology and domain expertise in the institutional and proprietary trading market. the Market Abuse Directive and the Transparency Directive. a Broker to custodian trade affirmation system that is widely used in the market. establishing the core values of a law and building guidelines on its implementation. Surveillance systems In order to face the challenge in trading surveillance and the need to detect employee fraud the market has developed surveillance systems to prevent unauthorized trading and to avoid risks for Financial Institutions. 6. The prevailing legal and regulatory framework in the EU 6. 6. At the third level. Under European law. 5.6. where sectorspecific committees and regulators advise on technical details. The law then progresses to the second level. The fourth level involves compliance and enforcement of the new rules and laws.25 In the context there is also SBI. All these directives compose the legal frame for capital markets in the EU. a Directive has to be transposed into national law: as all the 30 States of the EEA have done. It is a European Union law that provides harmonized regulation for investment services across the 30 member states of the European Economic Area (the 27 Member States of the European Union plus Iceland. There are three other Directives' in the context of the “Lamfalussy” procedure that the EU did also needed to issue: the Prospectus Directive. Norway and Liechtenstein). The institutional links among capital markets operators . This kind of transactional risk management software for the financial services industry developed in the US for surveillance and detection of employee trading fraud solution for uncovering rogue trading in securities firms. national regulators work on coordinating new regulations with other nations. They are mostly based on a core analytics and profiling engine and a set of flexible enterprise case management and investigation applications. then bring it to a vote in front of member-State representatives.1. the EU adopts a piece of legislation. MiFID is the cornerstone of the European Commission's Financial Services Action Plan whit some 42 measures that did change significantly how the EU financial service markets do operate. MiFID is the most significant piece of legislation introduced under the “'Lamfalussy” procedure designed to accelerate the adopting of legislation based on a four-level approach as recommended by the Committee of Wise Men chaired by Baron Alexandre Lamfalussy. The main EU Directives on capital markets The main EU directive governing the capital markets is the Markets in Financial Instruments Directive (MiFID). At the first level.2. they are designed to identify trader behaviour and activities that could be related to fraud or unauthorized activities.

for example. However if a firm only performs ancillary services.3. This did results in an additional amount of work for the professional capital market operators to comply with the transparency that MiFID wanted to introduce. This is a professional capital market participant that executes orders from its clients against its own book or against orders from other clients. hence. Where once a financial institution was able to see information from just one or two exchanges. . The role of professional capital markets participants MiFID requires professional capital markets participants to categorize their clients as "eligible counterparties". it will be able to use the MiFID passport to provide services to customers in other EU member States. MiFID considers Systematic Internalisers as miniexchanges. which were not covered by the former EU investment services directive ISD that now is now superseded by MiFID. To determine which firms are capital market operators under the legal MiFID frame and which are not. the country in which they have their registered office). 6. MiFID covers almost all tradable financial products with the exception of certain foreign exchange trades. Clear procedures must be in place to categorize clients and assess their suitability for each type of investment product. MiFID has introduced the concept of this Systematic Internaliser. This includes therefore commodities and derivatives but also such as freight. If a professional capital market operator performs investment services and activities. it is subject to MiFID in respect both of these and also of ancillary services (and it can use the MiFID passport to provide them to member States other than its home State). Comments: MiFID intended to increase transparency for prices. That said. MiFID distinguishes between "investment services and activities" ("core" services) and "ancillary services" ("non-core" services). it is not subject to MiFID (but cannot benefit from a MiFID passport). regulation and pass-porting Firms covered by MiFID will be authorised and regulated in their "home State" (broadly. Systematic Internaliser. These services will be regulated by the member state in their "home State". they now have the possibility (and in some cases the obligation) to collect information from a multitude of multilateral trading facilities. but caused in fact a fragmentation of trading venues. Systematic Internalisers and other exchanges from around the European Economic Area.26 The institutional links among capital market operators are defined in 3 aspects: authorization. they are subject to pre-trade and post-trade transparency requirements as above mentioned. Once a firm has been authorised. professional clients or retail clients (these have increasing levels of protection). That part of an investment firm's (capital market operator) business that is not covered by the above is not subject to MiFID. the appropriateness of any investment advice or suggested financial transaction must still be verified before being given. climate and carbon derivatives.

they have to take care of compliance and enforcement of the in national rules and laws transposed MiFID directive. on the other hand. when issued. a Directive has to be transposed into national law: an EU Regulation.1. This is a change from the prior EU financial service legislation which featured a 'minimum harmonization and a mutual recognition' concept in matters of Regulatory supervision. including: Enhanced levels of Straight-Through Processing (STP) More streamlined processing as a result of harmonization agreements on dates and the classification of corporate actions Increased efficiency due to real-time credit and reporting of cash proceeds Clients will connect to the Single Platform using Euroclears’ Common Communication Interface (CCI).27 The number of additional pricing sources introduced by MiFID means that financial institutions have now to seek additional data sources to ensure that they capture as many quotes/trades as possible. which will replace each CSD’s current client interfaces.1. . the Market Abuse Directive and the Transparency Directive. 7. The role of the Capital Markets Regulators MiFID retained the principles of the EU 'passport' introduced by the old investment services directive ISD but innovated by introducing the concept of 'maximum harmonization' which places more emphasis on home State supervision. Under European law. The Euroclear model 7. The prevailing capital markets architectural models in the EU 7. Another regulatory change was the abolition of the 'concentration rule' in which member States could require investment firms to route client orders through regulated markets.1. as previously mentioned the fourth level in the “Lamfalussy procedure”. 6. IT Architecture Up to now Euroclear uses two platforms: A Single Settlement Engine (SSE) and a Euroclear Settlement of Euronext-zone Securities (ESES) trading platform. The Single Platform intends to offer a number of important benefits in terms of additional services and more automation and consolidation. The capital market Regulators are. But it intends to integrate all in the Euroclear group CSDs’ legacy systems in one Single IT Platform.4. 'Maximum harmonization' does not permit member States to be 'super equivalent' or to 'goldplate' EU requirements detrimental to a 'level playing field' as done previously in some member States when implementing EU directives. is automatically binding throughout all member states. the Prospectus Directive.

if against payment. Within the Euroclear group. a simple book-entry transfer is made enabling the required simultaneous exchange of cash and securities. EMXCo is the provider of funds order routing. At the time of the settlement. The settlement process is also largely determined by the type of asset and market. They then settle the transaction which can take different forms depending: if it is taking place between two clients of the same Central Securities Depository (CSD) or an International CSD (ICSD). the Stockholm-based CSD for Sweden Euroclear UK & Ireland. the Helsinki-based CSD for Finland Euroclear France. 7. the Brussels-based CSD for Belgium Euroclear Finland. which vary from market to market as there is diversity in the EU capital markets. as well as six other CSD in the Euro currency area: Euroclear Belgium. the London-based CSD for the United Kingdom and Irish equities . and make sure the seller has the securities and. settlement is achieved through local market settlement structures. The counterparty in the trade also submits an instruction. Usually this is done electronically through a fast and low-cost form of processing known as Straight-Through Processing (STP). how and with whom they want them to settle their securities transaction. the buyer can pay.28 7. the Paris-based CSD for France Euroclear Nederland. Settlement is only the delivery of securities. the Euroclear group is a horizontal organized structure that comprises Euroclear Bank in Brussels.1. Euroclear match up the two instructions. Clients of Euroclear submit an instruction telling Euroclear when. Euroclear is a Settlement service provider only. the Amsterdam-based CSD for The Netherlands Euroclear Sweden.2.1. order routing is an essential step prior to the settlement phase for fund orders. unlike for bond and equity transactions. usually against payment. Organisational links among various capital markets stakeholders. to complete a trade between two parties.3. Settlement as the final step in securities transactions is vital for a good functioning of financial markets. with accounts in different ICSD’s. an ICSD (International Central Securities Depository) headquartered also in in Brussels. Where the trade is between two counterparties in different countries. the proprietary ownership becomes effective for the purchaser from a legal point of view. For example. Institutional links among various capital markets stakeholders As providers of settlement services.

29 Below a schematic graph to illustrate this capital market organization. Horizontal structured providers of settlement and custody and horizontal providers of clearing function Universal Banks Brokers Stock exchange A Trading &Settlement Settlement Stock Exchange C Trading & Settlement Stock exchange B Trading& Settlement Clearing Euronext Clearing LSE ClearingL CH Clernet .

It offers two fundamental services to the industry: International central securities depository (ICSD) services and the Central securities depository services (CSD) for German and Luxembourgish domestic securities.30 7. Organisational links among various capital markets stakeholders Clearstream is a wholly owned subsidiary of the Deutsche Börse.2.2. (Greece). IT Architecture Clearstream uses three trading platforms: Eurex. The Clearstream model 7. joint venture by nine leading Central Securities Depositories (CSDs) – a common infrastructure allowing for easy implementation of links between CSD markets. IBERCLEAR (Spain). It also operates now the Link Up Markets. It provides after trading and settlement.3. Clearstream is developing also a new globalized standard IT platform using open source components. introducing efficient cross-border processing capabilities.1. fully electronic derivatives trading and clearing system. Link Up Markets is the joint venture by nine leading Central Securities Depositories (CSDs) – Clearstream Banking AG Frankfurt (Germany).A.2. “Link Up Markets” the third platform is a common IT infrastructure allowing for easy implementation of links between CSD markets and introducing efficient cross-border processing capabilities. VP SECURITIES (Denmark) and VPS (Norway). 7. Oesterreichische Kontrollbank AG (Austria). STRATE (South Africa). the other electronic trading platform for the cash market allows the trading of stocks on one platform – everywhere in the world.2. Xetra . bonds and repos traded on the Frankfurt Stock Exchange. Clearstream also has an innovative post trade system for investment funds CFF Central Facility for Investment Funds based on its own proprietary order-routing system Vestima + 7. The design will be modular base on a shared technical infrastructure which combines extremely low latency with high volume. Below a graphical scheme representing this capital market architecture type in Euro . The Eurex clearing functionality also supports clearing of equities. Institutional links among various capital markets stakeholders Clearstream is a vertically integrated supplier of all post-trading services. SIX SIS AG (Switzerland). an integrated. Hellenic Exchanges S. commercial third parties soft-ware and internally developed software. Cyprus Stock Exchange (Cyprus). This platform will favour algorithmic trading by mitigating towards an Itanium platform to boost output with new enhances broadcast solutions.2. the clearing and custody functions. Its key objective is to improve efficiency and reduce costs of post-trade processing of cross-border securities transactions by streamlined interoperability on the CSD layer.

clearing and global custody.31 Vertical structured single provider of settlement. Universal Banks Brokers Stock exchange A Trading Stock exchange B Trading Stock Exchange C Trading Clearstream Clearing Settlement Custody Custody .

But both architectures compete in the market to provide the lowest global processing fees. Comparisons between the two The fundamental difference is reflected in the structural aspect: Clearstream has a vertical single provider integrated set -up structure whereas Euroclear has a horizontal approach with several providers in matters of capital market architecture. settlement. Also the posttrade CFF Central Facility for (investment) funds in Clearstream did allow cash and securities to be exchanged synchronously between investment fund distributors and transfer agents despite the financial crisis. as . areal advantage) could offer clearing through collateral management during the Financial crisis 2009. while clearing and custody is always mandatory provided by third parties. . while Euroclear is owned by its users the different stock exchanges. while as users they want to pay the lowest handing fees. Clients of the Euroclear architecture were not able to be serviced as the different clearing institutions in this set-up could not cope with the situation. many banks did found it difficult to borrow cash. From this fundamental organizational difference also stems the difference in their respective functionalities: Euroclears provides settlement only. clearing and custody. The fee earnings therefore are at the level of these shareholders who act as “clearers” in the Euroclear structure leaving Euroclear only the trading and settlement activities to handle and earn less(mostly running the services at cost).32 7. ascertaining the superior quality of underlying securities by limiting the assets to those which the ECB (European Central Bank) accepts as collateral. only Clearsteam with its vertical structure (enabling them to have control of collateral through all the post-trade cycle. In addition both are Global Custody services providers world-wide and competitors in the European capital markets post trade value chain services.as shareholders they want the best possible return. There is an electronic bridge between both ICSDs (Clearstream and Euroclear have also both ICSD statuses) this interoperability has significantly contributed to attract liquidity from new customers. From an economic point of view there may be a conflict of interests. But in the last Financial crisis. in addition the MTF are now also more and more a competitor capital markets structure. Clearstream does provide the whole range of services from trading to all integrated post trading services. Due to the credit crunch. making Clearstream services valuable in improving liquidity: Eliminating counterparty risk by using the CCP(central counterparty) service. it is owned by the Deutsche Börse Group. brokers and investment banks. The issue is that Clearstream is owned by a single shareholder Deutsche Börse. who in most cases of the time are also its shareholders of Euroclear. only Clearstream was able to offer automated lending and borrowing of securities as well as tripartite collateral management services.3. in September 2009. Their Euro GC Pooling facility was particularly successful as a reliable liquidity pool whereas Euroclear having not the clearing activities and the underlying assets under control were unable to operate in a similar way.

as mentioned previously already by the consultant. That major point was for Clearstream in the competition game on the European capital markets. so operational risk results to be less than in a horizontal structured architecture. as mentioned above in 7. SIX SIS AG (Switzerland). Hellenic Exchanges S. Systemic risk considerations do explain the choice in favour of Clearstream in the opinion of the consultant.A. It must also be mentioned that the new MTFs in the capital markets worldwide. Therefore a vertical capital market model has a better operability and a better risk management capacity. This may also explain. the handling of the flux of assets and cash is easier to process in a vertical structure. In this paper the consultant will broach the Turkish capital market architecture through the ISE. whereas clearing and settlement takes place through TAKASBANK ISE Settlement and Custody Bank Inc. STRATE (South Africa).2. Trading is taking place at the ISE. VP SECURITIES (Denmark) and VPS (Norway) did prefer to join Clearstreams’ Link Up Markets joint venture for leading Central Securities Depositories (CSDs) instead of pooling up with Euroclear. are also vertical structures for the same obvious reasons. It is the central settlement institution authorized by the ISE for the finalization of cash and securities transfers of transactions made in existing markets within the ISE. The Turkish model In Turkey.33 In clear the systemic risk of horizontal capital market architecture was revealed to be higher than that of the vertical structured capital markets architecture.1. the capital market structure is based on the ISE. IBERCLEAR (Spain). compared with the horizontal capital market architecture. that CSDs from eight leading Central Securities Depositories (CSDs) – Cyprus Stock Exchange (Cyprus). 8. From a strictly operational point of view. The prevailing capital markets architectural models in emerging markets 8. Oesterreichische Kontrollbank AG (Austria). Istanbul Stock Exchange for transferable securities whereas derivatives are dealt on in the Izmir Mercantile Exchange. During the financial crisis in 2009 clients of Euroclear were obliged to shift therefore their asset from Euroclear to Clearstream to benefit from the Clearstream clearing facility failing Euroclear set-ups’ ability to clear their trading transactions. Needless to say the consultant recommends for Azerbaijan the adoption of the vertical structured capital market architecture as the better choice. . The Settlement Centre is operating with book entries.3. Securities transfer transactions are done either trough: Real Time Gross (RTG) DVP Settlement The “RTG DVP Settlement System” provides delivery versus payment for stocks and fixed income. (Greece).

It is a regulated market in Russia. Within the framework of central custodian services provided all records relating to the stock certificates and investment fund participation certificates traded in the stock exchange have been transferred to the Central Registry Agency Inc. and information services. settlement. RTS is an integrated trading and settlement IT platform in a structure consisting of Not-for-profit partnership "Russian Trading System Stock Exchange". sub-federal and municipal securities. the CJSC “MICEX Stock Exchange”. The Russian model In Russia we have the MICEX Stock Exchange Within the MICEX Group. There is also the well-known RTS. The Regulator in Turkey is the CMB. currency market. Physical custodian services towards the members of ISE. which will be transferred. in accordance with the regulations of Capital Markets Board regarding dematerialization of securities. "Open Joint Stock Company "Russian Trading System Stock Exchange".2. Brokerage houses. "RTS Clearing Centre". In clear a vertical architecture type of an emerging market capital market organisational set-up. " RTS Settlement Chamber" and "St. Dematerialized transfers vary according to institutions being party to the transfer. depositary. The National Depository Centre (Closed Joint Stock Company) NDC was established as a central settlement depository for the servicing of state securities. . the circulation of which is supervised by the Bank of Russia. or Electronic Security Transfer (EMKT) Transactions EMKT is a system established within the framework of CBT Central Bank of Turkey. TAKASBANK does also provide custody and banking services. issuer companies and corporate investors is continued to be provided. clearing. is the largest stock exchange in the CIS countries. MICEX covers a stock market. Petersburg Stock Exchange. facilitating the real-time execution of buy-sell. NDC functions as a central settlement depository and a centre of technical support of dealer’s sub-depository in Russia’s federal securities. countries of Eastern and Central Europe.34 Free transfer The Stock Transfer Transactions between members vary in respect of whether the security. corporate. is dematerialized or not. and derivatives market. or Capital Markets Board of Turkey. the Russian Trading System. transfer and other related transactions of dematerialized securities in an electronic environment and in an integrated manner with EFT. The MICEX Group provides financial market participants with a complete set of trading. which are members of TETS (Takasbank Electronic Transfer System) can join this system through Takasbank. 8.

 is one of the main exchanges trading infrastructure. its’ capital market structure was pre-scrutinized by the European Commission and would need to introduce the full range of the “acquis communautaire . Clients’ payment orders are handled and executed immediately after their delivery to the MICEX SH. Turkey has applied to join the EU.Both structures competing for market shares in the Russian market. a horizontal organizational capital market structure type. 1997. Since January 1.  it provides settlement services in all of the MICEX financial markets:     the government-backed securities market. it provides reliable and prompt cash settlements on trades made in MICEX financial markets.  it completes cash settlements on participants’ transactions on the day of trading. (whereas RTS is of the vertical capital market organisational set-up). The Moscow Interbank Currency Exchange Settlement House (MICEX SH) is a credit organization that provides settlement banking services. In clear.35 Currently NDC is Russia’s largest settlement and safekeeping provider. Benchmarking vis a vis the EU capital markets architectures From a structural point of view both capital markets architectures in Turkey and Russia area not compliant with EU standards and regulations on capital markets. The MICEX Settlement House guarantees timely settlements and the safety of its clients’ funds because active operations are not performed on clients’ funds. including cash settlements on trades made by financial market participants.  it guarantees timely settlements and the safety of its clients’ funds. 8. the corporate securities market. offers its clients a full range of settlement services. regardless their organisational structures: horizontal or vertical. the currency market. The MICEX Settlement House:  acting as a settlement bank.  it performs cash settlements in real time.3. The Regulator in the Russian Federation is the Federal Financial Markets Service.  interacts with clients throughout the entire trading day. the derivatives (standard contracts) market.

market abuse and transparency: the operational aspects of the capital market structure. which is an absolute prerequisite requirement in an EU type of capital market structure. In the end both organisational set up do not provide full DVP.36 “to meet the adhesion criteria. transparency and corporate governance . except the RTS who is a vertical structured type) with many entities intervening in the market. In the case of Russia the actual structure is rather cumbersome (as resulting from the fact that it is a horizontal structure. market abuse. Actually the vetting procedure is frozen by the EU and accession talks are suspended because the unsolved Cyprus issue. Deficiencies do also exist in matters of prospectus directive. Deficiencies were detected in the areas of prospectus directive.

it requires the establishment of specific regulatory and supervisory requirements relating to investment firms (inclusive banks operating as brokers) and governing the functioning of regulated markets and other trading systems so as to prevent opacity or disruption from undermining the efficient operation of the Azeri financial system as a whole. and Sub strategy B. Based on the experience as gained in the EU. The overall objective of the new proposed capital market structure in Azerbaijan is to create an integrated financial market. We have then to differentiate between the broader sub-strategies to be followed: Sub strategy A-Define the structural aspects to achieve the new capital market organisational set-up in Azerbaijan. to be ready in the future. Sub strategy C-in addition the proposed set-up capital market structure will need an appropriated IT-tool/platform. . once trading will start for real at the BSE and Sub strategy D. 9.Define the operational aspects of this new capital market architecture that must be put in place and indicate the time required. indicate the time and means to achieve this recommended structures and institutional frame. the implementation time for transposing voluminous complex EU directive (like MiFID) in national law requires two years in average: 24 project months to elaborate the legal tools and putting in place the recommended global architecture for the capital market in Azerbaijan. As the underlying frame should be compliant with the EU rules and regulations the consultant recommends adopting the most important EU directives as relevant to capital markets. in which investors are effectively protected and the efficiency and integrity of the overall market are safeguarded. The consultant intends to recommend a modular base on a shared technical infrastructure to combine extremely low latency with high volume. The proposed architecture for Azerbaijan 9. to be the day the decision is taken to accept the proposal and to start the implementation of the proposal as such.1.1.37 9.1 Global Strategy The action plan starts with a day T.1.to conclude the consultant intends to undertake a marketing study/ market needs analysis to define suitable products to be traded on the capital market that will generate a kick-off of the stock exchange transactions in the end. to enable the institutions and all other capital market participants to operate in the new proposed structure.2 Main general task The main task for the consultant would be to recommend and co-ordinate all the necessary steps and measures necessary to generate the legal frame for the proposed architecture of the capital market. This platform should favour algorithmic trading by mitigating towards a Itanium platform to boost output with new enhances broadcast solutions as developed now by Clearstream. Action plan and time frame for implementation 9.

The required time: at least 18 months for elaboration and 6 months for implementation. NDC and BSE) should be done in parallel. 9. custodians and all other market participants in the capital market. The graph illustrates the time necessary to achieve these objectives as well.3 Main actions and priorities As resulting from the information of the consultant in Azerbaijan. Banks should also be enabled to act as custodians banks. 9. BSE.3 The structural aspects for a capital market architecture in Azerbaijan. This is also reflected in the detailed graph in the graph in Annex 2.1. Capital base . (Gantt chart in Annex 2) Another element of the main task for the consultant is the enabling of the banks to act as brokers in the stock exchange. This would require the consultant to elaborate detailed proposals for rules and regulations to be implemented. It does not allow for the development of a coherent capital market. Capacity building to exercise the prudential supervision of the market would accompany the consultants’ action. the legal frame for capital markets transactions is based on some specific articles in the civil code. This capital market frame law should contain all requirements as below stated in more details. this would require also elaboration of regulations and an appropriated reporting frame to the Regulator. it encompasses also elaboration of supervisory reporting frame to the Regulator SCS regarding compliance.38 In the case of Azerbaijan to set-up the legal frame the consultant recommends. It would take the form of a financial services action plan encompassing all institutions: SCS. Also capacity building for the institutions involved (SCS. There is also a draft law for domestic investment funds under scrutiny. This from a capital market point of view is a piece meal structure. would require a simultaneous implementation of all the EU directives mentioned under 9.1. Professional standing and experience .External auditing. DNC. This is a prudent estimate based on experience as gained with the elaboration of the latest capital market law in Moldavia. the first priority recommended by the consultant would be to create a global integrated legal frame: a capital market law by means of a normative and legal Azeri act with all EU legislation incorporated. The major work load would be for the consultant to facilitate the required change of status for NDC towards a CSD status enabled institution. Central administration and infrastructure .6 below to have the required global legal frame duly set-up: The consultant has drafted a graph showing the time frame for this action to be undertaken to achieve the implementation of this legal frame. This will require a time period of 18-24 months to achieve.3. Participation in an investors’ . Participation in a deposit guarantee scheme . The consultant has elaborated a graph showing in details the time allocated to achieve the proposed implementation. To create a legal coherent frame in Azerbaijan. Shareholdings. as an example. Such a basic capital market law must contain rules and regulations addressing the following issues: 1-Access to professional activities in the capital market : Authorization requirement . Authorization procedure. again this will require elaboration of regulations and an appropriated reporting frame to the Regulator. The legal form of the institution. the brokers. banks.

Financial intermediation firms. thresholds for identifying a financial conglomerate. Provision of services through the medium of another credit institution or another investment firm . Identifying a financial conglomerate. Complaints by clients. Exchange of information with other Regulators. Authorization of holdings. Conflicts of interest. Miscellaneous firms other than investment firms. Risk concentration. Private portfolio managers . Means used to exercise supervision on a consolidated basis. Exchange of information with third countries. 2-Authorization for the establishment of branches and freedom to provide services 3-Professional obligations. Cooperation and exchange of information between competent authorities. Conduct of business rules when providing investment services to clients. Cooperation with the other authorities responsible for prudential supervision regarding consolidated supervision. Market makers. Enforcement measures. Distributors of units/shares in investment funds. Internal control mechanisms and risk management processes. Parent undertakings having their head office in a third country. Investment advisers. Obligation to execute orders on terms most favourable to the client. Relationship between the Regulator and external auditors. Scope and parameters of supervision on a consolidated basis. -Supplementary supervision of investment firms in a financial conglomerate:: Definitions. Scope of supplementary supervision of investment firms. accounting documents. Purpose of supervision. Capital adequacy. Obligation of professional secrecy 5-Prudential supervision of the capital market -The competent authority responsible for supervision and its tasks. Professional secrecy of the Regulator. Professional custodians of financial instruments. Professional obligations of the financial sector as regards combating money laundering and the financing of terrorism. .Transactions executed with eligible counterparties . Client order handling rules . Form and extent of consolidation. Commission agents. -Means used to exercise prudential supervision: Official lists and the protection of titles. Investment firms operating an MTF in Azerbaijan. Coefficients. Content of supervision on a consolidated basis. Financial position. Obligation to cooperate with the authorities . Intra-group transactions. -Supervision of investment firms on a consolidated basis: Definitions. Verification. Powers of the Regulator. Registrar agents. Professionals acting for their own account.39 compensation scheme for all professionals such as: Investment firms. Brokers in financial instruments. Underwriters of financial instruments. Obligations of credit institutions and investment firms when appointing tied agents. Powers of injunction and suspension. prudential rules and rules of conduct in the capital market 4-Provisions applicable to credit institutions when acting as brokers and investment firms Organisational requirements.

Criminal sanctions 9. corollary to the set-up of the legal and regulatory architecture of capital markets in Azerbaijan. 6-Deposit-guarantee schemes: Compensation schemes for investors in credit institutions and investment firms 7-Penalties: Administrative fines. This requires that part time the consultant should assist the IT developers to design such an integrated platform until the testing and launch to start after T in parallel. Scope.Winding-up proceedings. Lodgement of claims. insurance companies. to provide assistance to the project team when elaborating market analysing and when proposing ways and means to start up the capital market in Azerbaijan. -Provisions common to reorganization measures and winding-up proceedings: Effects on certain contracts and rights . according IT duly consulted. During his first mission in Azerbaijan the consultant had meetings with market participants regarding the launch of a capital market in Azerbaijan. The consultant is of the vested opinion that the issue is to propose suitable products that would allow the take-off of the stock exchange and subsequently give impetus to the entire capital market. Professional secrecy. Regulated markets. This is also duly reflected in the graphical scheme in Annex 2. simultaneously. the Central bank and the State Fund. Suspension of payments: Provisions governing the opening of proceedings for suspension of payments. This is the technical component. OMV plans to make the Central European Gas Hub CEGH. Opening of proceedings for suspension of payments. He did meet with banks. Another part time task for the consultant would be.40 -Reorganization and winding up of certain professionals in the capital market: Definitions. Set-off.4 Ancillary tasks The consultant recommends the set-up of an integrated IT platform for the BSE and NDC (deemed to become a CSD in the proposed architecture. Netting agreements . Registration in a public register. Protection of third parties. Winding up: Voluntary winding up. Withdrawal of an establishment’s authorization. assuming the proposed architecture is accepted. Competent jurisdiction and applicable law.1. Reservation of title. Detrimental acts. brokers. He gained the impression that actually there is a lack of adequate tradable products in the stock exchange. The time frame is 6-12 months for the development of such a platform. Lawsuits pending. At present the gas flowing through the . proof of the appointment and powers of administrators and liquidators. Repurchase agreements. In this context it is for instance of importance to mention that OMV has launched a gas exchange together with the Vienna stock exchange and natural gas company Gazprom in Baumgarten (Austria). the leading gas exchange in Central Europe within the next years. Third parties’ rights. Therefore he recommends undertaking a formal capital markets needs analysis and a market acceptance and absorption evaluation together with the project team.: Provisions governing proceedings for the judicial winding up of establishments . Provision of information to known creditors .

1977. The stock exchange to fulfil its trading duties and obligations needs to have the regulatory frame in place and it staff trained to perform the duties according the established rules.41 hub at Baumgarten covers 10% of Europe’s gas requirements. for lack of adequate products for the potential investors. The core element of any capital market. The capital markets operators’ positions The position of the different operators is shown in the context of the proposed new proposal architecture of the capital market in Azerbaijan. mainly those as mentioned in the EU MIFID directive. 9. These tasks are mentioned in the graph of the action plan. once the market develops. concerning the European code of conduct relating to transactions in transferable securities. . SCS. This encloses also private deals done on listed equities that should and must be duly notified to the Baku Stock Exchange compulsory. which would require the elaboration of a stock exchange handbook containing the rules and regulations. the State Committee for Securities. that are currently on a case by case dealt in. 9. The gas exchange should bring transparency and flexibility in the gas prices that actually are resulting from long term contracts between European suppliers and Gazprom. The require time for this task for the consultant is also reflected in the graph in Annex 2 and is scheduled over a period of two years. the Baku Stock Exchange must necessarily be endowed exclusively and compulsory with all securities trading in the Azerbaijan capital market architecture proposal of the consultant.2. The consultant recommends to formulate policy recommendations as mentioned under 9. (Refer for more details to the consultants’ previously elaborated preliminary report “Reflection paper on an “ad hoc” capital market architecture in Azerbaijan” December 2009). It is understood that under securities’ the consultant regroups all eligible items to be traded on a stock exchange: from plain vanilla securities like stocks and bonds.1. commodities and currencies that could be eligible at a later stage. The execution of these duties must be under the duly Supervision by the Azerbaijan capital market Regulator.1 on products that could be launched in the stock exchange and allow for a take-off of the transactions that actually are having a low and occasional turn-over only. The Baku Stock Exchange The stock exchange should share the common integrated IT platform that need to be put in place to make the capital market operational in Azerbaijan. This will require building up the capacity to handle transaction with EU conform regulatory requirements. to derivatives. already sporadically now. This initiative seems to be an attempt to emulate the actual existing Caspian Oil & Gas Exchange. This percentage is expected to rise further when Nabucco and the South Stream gas pipelines will be connected. a trading manual and implementing the EC recommendations dating July 25.2.

Such a market may also be distinguished by multilateral order matching (general matching of bids and offers enabling the setting of a single price). and the consultant would favour a classical guaranteed model such as the CCP or Central counterparty model to be exclusively and compulsory put in place. training of handling staff must been foreseen as an underlay of the capacity building exercise when and where necessary. as the depository of the collateral securities. CCPs require netting of transactions and collateralization. “Reflection paper on an “ad hoc” capital market architecture in Azerbaijan” December 2009) and open to the public. the BSE should initiate the settlement/clearing while the CDS should finalize it. The consultant would favour the later. Trade processing by the Baku Stock Exchange will require a post-trade model. under EU rules the essential characteristic of a regulated market is the clearing. this issue is rather irrelevant. operating regularly (no sporadic trading as actually in the Baku Stock Exchange ref. In that regard an assessment of the fulfilment of the before mentioned requirements must be undertaken and an action plan devised to comply with these requirements. such as a professional Association. A stock exchange under EU rules must be regulated. In addition EU rules require a stock exchange to be “recognized”. NDC for instance(upgraded to a CSD). CCPs require collateral for the settlement of trades with them. This is defined in more details as meaning: The stock exchange must be “regulated”. . But in an integrated IT system/platform encompassing the whole capital market structure that the consultant intends to recommend to be implemented. “Operating regularly” as already previously mentioned securities admitted to this market must be dealt in at certain fixed frequency and “open to the public” the securities dealt thereon must be accessible to the public: they must be able to acquire and sell the quoted items. this function could. therefore the settlement is guaranteed. which presupposes the existence of a central market organization for the processing of orders. but must not be outsourced to another institution like the National Depository Centre. transparency (maximum information distribution amongst buyers and sellers giving them the possibility to follow the evolution of the market. To ascertain compliance.42 The Baku Stock exchange necessarily should also be vested to initiate the clearing and settlement functions as these post-trade chains technical functionalities are required to be located under the responsibility of the Stock exchange given the requirements of the EU regulations. the stock exchange must be recognized by a State or by public Authority which has been delegated by that State or by another Entity which is recognized by the State or by that public Authority. so that they may ensure that their orders have been carried out at current conditions) and the neutrality of its organizer (the organizers’ role must be limited to recording and supervision).

This is good practice in all CSD. In order not to fall in the pitfall of the retail business as previously mentioned. collateral etc.2. they are not involved with individual investors/clients as they deal only with omnibus accounts. The institution empowered to act under the decree being the State Committee for Securities.) that means in matters of all Azerbaijan securities. The modus should be DVP mode 1. These recommended reforms to be addressed as outlined under NDC by an appropriated presidential decree approach in matters legal handling.43 technically speaking: as deals/transactions cannot fail. CSDs do have relations with other ICSD and . Therefore this eliminates any failed trades at the end of the post-trade value chain. CSD is not concerned by attendance in person or by proxy as this is at the retail level of the entitlement beneficiaries.e. is involved in supervising custodian banks in the EU/EEA area. In the EU the key participants in any reform of Clearing & Settlement are those. In the case of Azerbaijan a first pre-requisite would be that the NDC would compulsory become the provider of the custody function in the capital market for all listed securities in Azerbaijan: the CSD for Azerbaijan. All securities traded in Azerbaijan (inclusive State or Government securities should fall under the jurisdiction of the CSD). No CSD. This recommendation is within the scope of actual project aims. The National Depository Centre The National Depository Centre. as all transaction elements (cash/ securities) must be present before initiating the dealing in the stock exchange. the shares held in the CSD should be blocked allowing attendance. i. and brokers in case of Azerbaijan tentatively) to handle. these are generally not retail service providers and access to their services is provided through wholesale service providers such as Custodians (Global and Domestic) and Clearing Members (Global and Self Clearing). whose roles are integral to the process. CSD do not have the status of banks in the EU. (aggregation of same asset type) leaving the retail for the other market participants as mentioned (custodian banks. 9. The messaging standard should normally be SWIFT. as in the EU capital market structural architecture. the operational working standard should be only the omnibus account procedure for NDC. This is stemming from an operational facility point of view shared by other CSD. Central Securities Depositories (Settlement & Custody) and Central Banks (cash settlement. Investment Managers and Brokers are also important participants but only as initiators of Clearing & Settlement activity through trading and investment. CSD are wholesale transaction processing entities. However. as recommended by the G10 and achieved by STP in the integrated common platform that the consultant proposes. Euroclear etc. Central Counterparties (Clearing). The Azerbaijan CSD should exclusively deal with other CSD abroad and with the ICSD and the Global custodians when and where appropriated (such as Clearstream. they come under the Regulator of capital markets.2. At record date for the purpose of AGM. NDC in the Azerbaijan capital market architecture should have the pivotal role. It carries as corollary a compulsory dematerialization to be the standard for those securities seeking a listing and trading at the Baku Stock Exchange.).

as in the EU capital market structural architecture as the central clearing house. and the settlement. OTC transactions must be mandatory under the jurisdiction of CSD. As outlined. .44 domestically with brokers and banks. The setting up of such an institution would nevertheless exceed the present mission of the consultant as not enough time and resources could be made available. fungible securities of the same type are kept in a single collective holding. time to go through the legislative procedure. OTC falls under the jurisdiction of the CSD as well as mandatory these transactions must be reported to the CSD. CSD should provide processing services for trades of those securities that it holds in final custody. To avoid a difficult transition this kind of approach could be recommended by the consultant: the State Committee for Securities becoming the institution to issue instructions rules etc…under a presidential decree pertaining to organize the proposed capital market structure in Azerbaijan. as opposed to individual custody. so called “EU reforms” were simply addressed by issuing a presidential decree enacting all EU legislation to be applicable in Romania. Thereby Romania did gain the time to elaborate detailed organic laws. without physical movement of the securities. CSD should hold securities and enable securities transactions to be processed through book entry. which is an important mandatory attribute of a CSD beside netting. based on the experience in other emerging markets with failing company registrars as in Russia. Parliament etc. The National Depository Centre. securities which are intended for trading are safe-kept in collective safe custody (omnibus account principle). ministerial decrees and regulations to implement in domestic law all the EU acquis communautaire. the same as the other trades. The transformation from NDC to CSD status could result from a simple rule issue based on the presidential decree from the SCS. A CSD can also process services as an intermediary in crossborder clearing and settlement. In collective safe custody. For instance in Germany. where the primary deposit of securities is in another country. NDC in the Azerbaijan capital market architecture should have a pivotal role. all. The customer acquires fractional co-ownership in the CSD’s collective holdings and transactions can be settled by book entry. Based on the example in Romania. in matters of corporate governance as experienced by the consultant during an EU project assignment with the Federal Financial Markets Service. The separation is to avoid conflicts of interests. This would require time to elaborate. after a specified date. In Azerbaijan its home country. and in this function it is referred to as “the issuer Central Securities Depository”. unless an extension of the present project with allocation of new resources could be granted. The SCS would be empowered to issue binding rules and regulations that at a later stage could be repelled by specific organic law when elaborated. that needed to meet the EU criteria in matters capital market organization for not delaying the EU accession further. but as a separate entity from the CSD. This could be achieved in several steps: the first requirement would be the enactment of the basic new capital market law draft proposal as made by the consultant. The consultant would like to recommend also the introduction of a Central Registrar for securities in Azerbaijan. issued and superseding these rules.

9. In France this is handled under TPI as an example: (TPI stands for Identifiable bearer security in French.3. a service that allows an issuer of bearer securities to request a list of beneficial owners registered in the custodians’ books. no fronting possible. 9.) The Central Registrar is also the only institution were liens and pledges over securities can be registered this cannot be done in CSDs as they deal not at retail level. A Central Registrar could also extend its registration to bondholders (public or private). For instance issuing new bonds that could prejudice the bearer of older issue are compulsory required to get approval from a bondholder general meetings in some EU countries. this would result in an enhancement of the SCS role especially when acting as the institution designated under a presidential decree to achieve the transformation. but restricted to the domestic market in Azerbaijan. Capacity building could be provided by the consultant to put in place based on the Standards for Clearing and Settlement systems in Europe as elaborated by the CESR.4 could also be obtained by way and means of the presidential decree approach as previously already mentioned. the presidential decree approach could also be used to address the creation of a National Central Registrar in Azerbaijan.1 Specifically the Regulator must be endowed with an appropriate structure to cope with the new tasks in matter of compliance surveillance and reporting The consultant would recommend to elaborate guidelines on supervisory disclosure based on the CEBS Committee of Banking Supervision as far as capital markets aspect are concerned stemming from in relation to information about issuers whose securities are admitted to trading on a regulated market.45 As outlined previously. In case all joint stock companies shares should be kept only in dematerialized form at the Central Registrar as done for instance in France. the argument in favour is again corporate governance: bondholders are entitled to certain rights in an EU context. The institution in charge of the changes would be as principal the SCS again. In this case the Central Registrar deals with final owners no broker. It is obvious that the Regulator needs assistance to elaborate the global legislative implementation plan to create the global capital market frame as mentioned under 9. The Capital Markets Regulator The role of the SCS as capital market Regulator in the proposal of the consultant must be enhanced considerably. the Committee of European Securities Regulators in that regard. The main argument is to ascertain the title for shareholders/investors and guarantee corporate governance in all aspects. to be formalized at a later stage by the consultants’ elaboration of a specific basic law for later implementation.4. . no custodian bank. to reduce the transition time and resulting legal insecurity. It should be noted that if the consultants’ recommendation would be retained in matters legal tool and means to achieve the new capital market structure in Azerbaijan. The professional capital markets participants All recommendations under 9.

9. when acting as investment fund custodian banks as resulting from the investment fund law. The granting of the status is subject to vetting by the SCS in agreement (maybe under a formal MOU.4. The will have domestic clients and may as well have direct foreign clients if the MIFID legal frame is duly in place. interests and proceeds of matured securities. It must be understood that the legal concept is versus supervision of assets. as it is not a Regulator.2. regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS). collection of dividends. They are linked up with the CSD through the market IT platform as professional users. as recommended by the consultant. The requirements to be a custodian bank can be cumulated with a brokerage license. but always with due consideration of the. It should be noted that the brokers have to comply also with the EU capital adequacy directive (the Directive 2006/49/EC on the capital adequacy of investment firms and credit institutions) and compulsory under reporting duties to the Azerbaijan capital market Regulator. Custodian banks have also specific duties. 9. Ancillary carrying out all day-to day-administration of assets under custody: corporate actions. for operational reasons. assuming the draft law is approved and such funds would become operational then. . The Banks licensed to provide investment services The consultant recommends that all authorized and licensed banks in Azerbaijan should have the option to become brokers in the exchange and accordingly as professional users linked up with the IT platform.1. rather than safe-keeping of the deposited assets. All transactions done to be mandatory only through CSD for domestic operations. inclusive Government and State titles. (Council Directive 85/611/EEC on the coordination of laws. but the overall responsibility remains with the custodian bank. subject to a formal application with the capital markets Regulator SCS.3.4. It entails reporting duties. The Investment firms Brokers should be duly licensed and apply the MiFID criteria in their clients relationship. exercise of options etc. Custody of assets is the main duty under EU regulations. The Custodian Banks Custodian banks are mandatory for safe-keeping of assets of the domestic Azerbaijan investment funds. The CSD is not involved in supervision or in license granting for brokers or for Custodian banks. Therefore custodian banks can make use of correspondent banks (sub-custodian banks) to fulfil this main task. from relevant EU directives implementation resulting. that are foreign CSD acting as global custodians for these assets if they are in custody with them. new legal Regulatory frame in Azerbaijan. In matters of domestic investors investing abroad the link is with CSD that is then in connection with the foreign CSD and/or ICSD. The consultant recommends that brokers should keep their holdings with the CSD (the upgraded NDC) in omnibus accounts as CSD’s work with this concept only. This is at discretion of the capital market Regulator alone.46 9. This is a request.4. OTC transactions must be mandatory reported to the CSD for all domestic Azerbaijan securities. Banks duly authorized can as well be custodian banks and as such safe keeping their own assets in deposit but under the omnibus account modus with the CSD. memorandum of understanding) with the banking Regulator in Azerbaijan. The consultant would recommend seeking inspiration from the E so called UCITS directive in that regard.

Therefore we need to have some additional basic organic laws that define the rules and the operational modus of the new capital market set-up. this should be exercised nevertheless in close co-operation and concert with the Banking Regulator. Linkages among them The common link of all institutions and market participants will be the integrated common IT platform allowing all of them to communicate and execute transactions according their assigned tasks and respective duties under the regulatory supervision of the Regulator SCS.4. either at the time of their offer or of their admission to official stock exchange listing.1 plus some specific capital market basic organic laws to reflect all other EU capital market directives. in case). 9.4.5. as done in some EU countries. The necessary reforms from the legal and regulatory point of view The proposed new architecture of the Azeri capital markets will result from the new legal frame stemming from the implementation of the recommended capital market law as under 9. after the structural institutional aspects are given in the new basic capital market law. the form under which this information is required usually consists of the publication of listing particulars. 9. as the duly appointed capital market Regulator.6. It must be clearly stated that the arguments for the implementation of the EU directive would require an exhaustive study that would exceed this modest paper by far. appointment of mechanisms for the central storage of regulated information within the meaning of transparency requirements for . how the market will function.6.1 the operational aspects of the capital market in Azerbaijan It is necessary now to precise and to define. Nevertheless the consultant will try to give some short arguments why EU directives were from time to time duly elaborated and subsequently are implemented by the EU member States. It was assumed the model to follow for Azerbaijan would be an EU conform capital markets structure without justifications of its relevant merits as opposed to other possible structures.(a MOU would be recommendable. as regards elements related to prospectuses and advertisements.47 Needless to say that although custodian bank status granting is a prerogative enshrined with the SCS on request. Safeguards for the protection of the interests of actual and potential investors are required in the EU States of undertakings offering their securities to the public. 2-Basic organic law for a Central Registry in Azerbaijan. such safeguards require the provision of information which is sufficient and as objective as possible concerning the financial circumstances of the issuer and particulars of the securities for which admission to official listing is requested. The professional capital markets associations No professional capital market association is involved directly in the proposed capital market architecture. 1-Basic organic law taking into account the Commission Regulation (EC) No 1289/2008 of 12 December 2008. 9. 9.

4-Directive 2004/109/EC on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (Transparency directive) especially the in relation to information about issuers whose securities are admitted to trading on a regulated market. 6 months implementation guide line issuing). This should be merged together with the actual draft law of investment funds in Azerbaijan. 9. regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS).2 Important Regardless all these specific recommendations.2. there should be a basic operational organic law reflecting: The Council Directive 85/611/EEC on the coordination of laws. transaction reporting. And the corresponding Commission Regulation (EC) No 809/2004 implementing Directive 2003/71/EC as regards information contained in prospectuses as well as the format. as well as the Commission Directive 2003/125/EC implementing Directive 2003/6/EC as regards the fair presentation of investment recommendations and the disclosure of conflicts of interest. 2-Directive 2003/6/EC on insider dealing and market manipulation (MAD) (market abuse). and admission of financial instruments to trading.48 issuers of securities whose securities are admitted to trading on a regulated market. incorporation by reference and publication of such prospectuses and dissemination of advertisement. And ancillary the Directive 2006/49/EC on the capital adequacy of investment firms and credit institutions (only the investment firms aspects to be taken into account).And ancillary also the Commission Directive 2003/124/EC implementing Directive 2003/6/EC as regards the definition and public disclosure of inside information and the definition of market manipulation. 3-Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC(Prospectus directive). and Insider Trading The basic capital market law under 9. Institution specific. 3-Basic organic law reflecting Commission regulation (EC) No 1287/2006 of 10 August 2006 as regards record-keeping obligations for investment firms. on markets in financial instruments. has in its elaboration of this frame law to take also into account the rules and regulations as resulting from older EC capital market regulations as issued in the interest of investor protection such as:: 1-Directive 2004/39/EC on markets in financial instruments (MiFID).(18 months discussion and elaboration.6. implementing also the requirements of Directive 2004/25/EC of 21 April 2004 on takeover bids. All this changes to be realized in a time frame of 18-24 months after the day T as in the attached chart in Annex. market transparency.1 setting the institutional structural frame. . the first step would be to enact all EU requirements through the issue of a presidential decree appointing the SCS to be the main actor .

duly authorized by the Banking Regulator can apply to the capital markets Regulator to be authorized/licensed to act as broker in the stock exchange. All these professional market participants must have an electronic link in compliance with the new regulatory frame that will establish a common integrated IT platform to allow market participants to perform their duties.7.2 outlined) The existing banks. (means and ways as under 9. The necessary organisational and institutional reforms The core pivotal institution in the new architecture is the CSD which will result from an upgrading of the actual NDC as explained above. Luxembourg just to mention some) as well as custodian banks for investment funds assuming the legislation id introduced in Azerbaijan. Below a diagram to show the relationship and the resulting flows. .6. 9.49 in charge to implement these EU requirements rapidly through immediate transitional appropriated measures and rules. the basic organic laws to follow later in time. based on the universal banking principle e as existing in some of the EU member States (Germany.

50 FDI FDI buy security x Bank A A/C securities FDI A/C cash Investor A Invesrtor A local A/C cash FDI Central Registrar of securty X Bank B A/C cash Investor B Investor B local Sale security X security X fromInvestor A /sell securit X to FDI Broker A A/C investor A security X Buy CSD / Exchange common integrated IT pCSD / CSD / Exchange common integrated IT platform Omnibus accounf securties X Brokers A&B Banks A&B latform Omnibus accounf securties X Brokers A&B Banks A&B Central Registrar of securty X Broker B A/C Investor B securty X .

clearing to custody in the new CSD in STP modus as previously already stated. especially in the context of a single market structure as in Azerbaijan. settlement. These will result from the study and market analysis the consultant proposes to perform in the context of this project. the common platform guarantees STP processing of transactions. In the vertical structure the CCP stems from the integrated clearing structure: assets are under the control from trading through all the post trade cycle that generates CCP within the system. This means another entity handling the post-trade transactions with an additional cost factor and possibility of errors generating failed trades. The tools to achieve operations in the best professional way are given as an integrated IT platform that connects all institutions and market participants in the new capital market architecture. separate clearing providers as a horizontal architecture set-up provides only trading and settlement. Bulgaria’s Central Depositary is now seeking to join forces with an international settlement and clearing institution in line with a long-term . From an organizational IT point of view. stems from the necessity of the CCP. The consultant also intends to give precise hints regarding products to be traded in the new capital market structure as proposed. In a horizontal architecture there are different. without adding any additional value to the transaction processing.51 10. this is eliminated as no need for a separate CCP entity. and likely may finally generate an effective take-off of the new capital market architecture. the Clearstream model. All horizontal organisational capital market set-ups need such an entity that is the buyer to every seller and the seller to every buyer of a specified set of contracts/obligations executed on a particular exchange. but it I will be an open architecture. The institutional aspects are as defined in the basic capital market law. The main argument to choose vertically integrated capital market architecture. In the vertical organised capital market structure. In the context of a emerging markets approach the structure the most suitable capital market structure it is interesting to see that the discussion is on. One should avoid setting up separate entities for post trade processing and go for the centralized vertical single entity handling the transactions from trading. whereas the operational aspects of the new capital market structure are defined in the basic organic law proposals. It is the main argument for the consultant to recommend this solution. Conclusions (benefits from the proposed model) The proposed architecture of the capital markets in Azerbaijan could set the foundation of a future development of capital market opportunities for the benefits of international and domestic investors. enabling it to encompass new products later.

asset managers’ and banks’ associations as well as the Bulgarian Stock Exchange (BSE) itself. In clear in an emerging market the Clearstream approach . It must be mentioned that Clearstream thanks to its vertical processing is more performing and has less failed trades as Euroclear in the European capital markets in general. This is an additional argument in the opinion of the consultant to strongly recommend this architecture type for the Azerbaijan capital market. this in addition. Clearstream International has probably have not so much to contribute beyond that which any other bank may be expected to make. The unique characteristics of Clearstreams business.The Bulgarian CSD suggested that Clearstream could turn out to be the best-suited and possibly the cheapest option for the Bulgarian market but they reiterated that the choice will be made after discussions with all stakeholders. the structural pattern being pursued throughout the EU is one of increased vertical integration. Clearstream can offer some particular expertise and insight in matters Operational risk managing capacity. Besides. This also explains that Euroclear will set up a single common IT platform that allows for vertical processing as much as possible despite its horizontal clearing institution providers. Therefore.5% for Clearstream). Before deciding for the options in the market the Bulgarian CSD want to thoroughly discuss the strategy with all stakeholders including the investment intermediaries’. As also outlined. as in 2009. systemic risk in case of a crisis. which is pervasive and remains the industry standard. The consultant did also explain that the processing of transactions and the general operability in vertical structured capital market architecture is higher. This is witnessed by the vertical silos throughout the EU such as in Germany where Deutsche Börse owns Cleartream and Eurex clearing and by Borsa Italiana’s recent acquisition of control of the Italian settlement service provider Monte Titoli. the Straight Through Processing ratio for vertical capital markets structure is so high (98. as the assets are always under the control of one single processing entity. Euroclear or Link Up Markets (which is again Clearstream). allowing for economies of scope. by definition. does particularly focused on operational risk issues for itself and for the global capital markets. on which they expand. is also an argument not to neglect. (Clearstream as a bank is subject to this accord) aspects of the new frame did affect Clearstream more than had perhaps been intended. It is vital for the post-trade industry as a whole to ensure that the measures for operational risk are appropriate and achieve their desired goals of increasing financial safety and soundness in the system.52 development strategy aimed to guarantee free trade by foreign investors on the Bulgarian market and vice versa. In the field of Credit Risk. “internalizing” (vertical integration) the entire post-trade processing allows for an optimum operational risk solution that a horizontal approach (Euroclear model) is unable to guarantee. In reducing settlement risk in the international and domestic securities markets by “internalizing” (technical term for the vertical processing structure) Clearstream. and the Second (Supervisory review) and Third pillars(market discipline). When discussing the new Basel II capital agreement. implies that their risk profile is atypical from that of other providers. is much higher when using horizontal capital market structures. and they have less failed . The discussion is to either join Clearstream.

as the scope of horizontal capital market operators is to earn most while performing the clearing. It is clear that this is not conditional to opt for the horizontal or vertical capital market organisational set-up. while keeping its own assets under control in the post trade area. that the new Azeri CSD joins as well the system as the proposed capital market set-up is compliant with all EU regulations. as both are possible and acceptable structures in the EU.53 trades to report then horizontal organized architecture where multiple entities are handling the post-trade transactions. As some non EU CSD in Europe such as Switzerland. keeping the trading and settlement functions running at cost. but both structures do compete successfully in the EU capital markets. and custody fees thereafter. The proposed vertical integrated architecture will enable the Azeri CSD to establish e a working relationship with other CSD in the EU and worldwide. In the vertical structure the fees are not so transparent. . Norway did also join the Target 2 securities system it should be possible. Azerbaijan could be a precursor in the Caucasus and innovate by launching products such as commodities related investment opportunities for FDI while enabling its domestic investor to gain a secure and safe access to international investment opportunities world-wide. and through the ICSD Clearstream and/or Euroclear the CSD Azerbaijan (through the bridge) could be connected internationally as to this new securities settlement system in the Europe. In matters cost efficiency there is no data. having less operational risk in this structure as opposed to a horizontal structure where outsourcing of risk may occur but at the cost of higher systemic risk stemming from that functionality.

54 ANNEX 1 Capital market structures in the EU .

55 ANNEX 2 Area/ Details 1Main TASK with Common CSD/Exchan ge IT platform SCS Tasks Ancillary part time with technical assistance projects Coordinati on With IT developers Coordinati on with IT developers Coordinati on with IT developers Coordinati on with IT developers Main full time coordinatio n with technical assistance projects MiFID & other EU Supervisor M M M M M M 1 2 3 4 5 6 M M M M 7 8 9 1 0 M 1 1 M 1 2 M 1 3 M 1 4 M 1 5 M 1 6 M 1 7 M 1 8 M 1 9 M 2 0 M 2 1 M 2 2 M 2 3 M 2 4 NDC BSE 3rd Parties market participants 2Main TASK Capacity building /training /coaching SCS .

56 NDC y& Regulatory complianc e issues Custodian/ depositary bank regulatory and supervisor y Legal frame change to CSD Implementa tion/risk managemen t procedures EU complianc e assessmen t Dematerial isation Issues/ omnibus A/C National securities depositary issues OTC transaction .

57 BSE CB s Recording issues CBA and Governme nt securities handling Exchange rulebook Trading manual Implement EU code of conduct transaction s Implement EU Code of conduct Settlement / clearing Testing/ launch assistance OTC transaction s reporting/h andling Linkage with common IT platform .

market acceptanc e absorption assessmen t c.products recommen d d. launch assistance .58 3Main TASK 3rd parties: market participants Products developmen t for the AZ Capital Market “brokerage ” enabled banks/ MOU Regulatory requireme nt/CB advisory FDI issue Awareness raising exercise Ancillary part time with other LT expert a.needs analysis b.

59 .