DECISION OF THE NATIONAL COMMISSION ON SECURITIES AND STOCK MARKET OF UKRAINE

of August 20, 2013 No. 1526

About approval of Requirements to the service agreement of clearing organization and the service agreement of Settlement center

According to Item 38 parts two of Article 7, Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", part seven of article 5 of the Law of Ukraine "About depositary system of Ukraine" and for the purpose of protection of the rights of stock market participants and observance of requirements of acts of the legislation by them the National commission on securities and the stock market SOLVED:

1. Approve Requirements to the service agreement of clearing organization and the agreement on obsluzhivaniye of Settlement center which are attached.

2. To provide to department of regulation of depository and settlement and clearing activity (I. Kurochkin) submission of this decision on state registration in the Ministry of Justice of Ukraine.

3. To provide to management of information technologies, external and internal communications (A.Zaik):

publication of this decision in the official printing publication of the National commission on securities and the stock market;

promulgation of this decision on the official site of the National commission on securities and the stock market.

4. This decision becomes effective from the date of its official publication.

5. Control over the implementation of this decision to assign to the member of the commission O. Tarasenko.

Approved by the Decision of the National commission on securities and the stock market of Ukraine of August 20, 2013 No. 1526

Requirements to the service agreement of clearing organization and service agreement of Settlement center

I. General provisions

1. These Requirements extend to person, performing clearing activities, and Central Securities Depository (further - the Central depositary) in case of the conclusion of the agreement of servicing of person performing clearing activities (further - the Agreement), introduction of amendments to the Agreement.

2. Terms which are used in these Requirements are used in the values given in the Laws of Ukraine "About depositary system of Ukraine", "About state regulation of the capital markets and the organized goods markets", "About the capital markets and the organized goods markets" and so forth.

3. The agreement is signed between person performing clearing activities and the Central depositary according to which the Central depositary conducts in established by the National commission on securities and the stock market (further - the Commission) procedure, according to Rules and other internal documents of the Central depositary for accounts in securities of person performing clearing activities, accounting of the securities transferred to such person which are used by it for creation stipulated in Item 10 parts one of article 62 of the Law of Ukraine "About the capital markets and the organized goods markets" risk management system and guarantees of person performing clearing activities agrees the competence established by this Law for ensuring obligation fulfillment under the derivative contracts, agreements concerning financial instruments signed in the organized market of the capital and out of it.

4. The agreement shall be signed exclusively in writing, be stated in the form of the single document signed by the parties in paper form or in the form of the electronic document according to the requirements determined by the Law of Ukraine "About electronic documents and electronic document management".

The agreement fastening can be determined by seals (in case of their use) by the written arrangement of the parties.

5. The agreement shall establish conditions concerning procedure for disclosure of information which according to the law belongs to information with limited access (information which is professional secrecy in the capital markets and the organized goods markets).

6. Questions which arise during the conclusion of accomplishment, changes, agreement cancelation and are not settled by it, are regulated by the Civil code of Ukraine, the Economic code of Ukraine, the Law of Ukraine "About depositary system of Ukraine", the Law of Ukraine "About the capital markets and the organized goods markets", these Requirements and other regulatory legal acts of the Commission.

II. Requirements to the Agreement

1. The agreement shall contain:

date and detention center;

Agreement details of the parties;

subject of the agreement;

rights and obligations of the Parties;

procedure of payments for the provided services;

responsibility of the parties;

procedure for consideration of disputes which can arise between the parties in the course of accomplishment, change or agreement cancelation;

conditions of information security which requirement concerning protection is established by the law;

duration of the agreement, modification and termination of its action;

other conditions which do not contradict the legislation.

2. Agreement parties are person performing clearing activities, and the Central depositary.

Details of the parties of the Agreement shall contain concerning each party full name, the location, code on EGRPOU and bank details, series (in the presence), number (in the presence), date of issue of the license for carrying out clearing activities and/or acceptance date and number of the decision of the Commission on issue of the corresponding license, information on the document which confirms the power of the person signing the Agreement.

3. The subject of the agreement is provision by the Central depositary of services in opening and maintaining in the procedure established by the Commission, according to Rules and other internal documents of the Central depositary of the account in the securities of person performing clearing activities, accounting on such security account, transferred to such person which are used by it for creation stipulated in Item 10 parts one of article 62 of the Law of Ukraine "About the capital markets and the organized goods markets" risk management system and guarantees of person performing clearing activities agrees the competence established by this Law for ensuring obligation fulfillment under derivative contracts, agreements concerning financial instruments signed in the organized market of the capital and out of it, and also provisions of other services by the Central depositary which provision is not forbidden by the legislation.

4. Rights and obligations of the Parties:

1) in the Agreement such rights of the Central depositary can be specified, in particular:

refuse capture to accomplishment of orders of person performing clearing activities if they do not meet the requirements of the Regulations on carrying out depository activity and internal documents of the Central depositary;

refuse capture to accomplishment of orders of person performing clearing activities on condition of non-payment of depositary services which are provided by the Central depositary if it is provided by the Agreement;

make changes to rates of the Central depositary if it is provided by the Agreement, on condition of the obligatory notice on such changes of clearing organization and Settlement center in established by the Agreement by method and term;

2) the Agreement shall provide such obligations of the Central depositary:

observe requirements of the current legislation about depositary system of Ukraine in case of provision of services under the Agreement;

stop carrying out transactions of person performing clearing activities with securities of certain release concerning which violation of depositary balance is revealed;

provide to person, the order performing clearing activities about elimination of violation of depositary balance;

open and keep count in securities to person, performing clearing activities;

perform storage and accounting of securities on the account in securities of person performing clearing activities;

perform servicing of the account in securities by carrying out depository operations on the account in securities according to the procedure and the terms determined by the legislation and internal documents of the Central depositary;

provide to clearing organization, Settlement center according to the legislation and terms of the contract information which contains on its account, opened in the Central depositary, information on carrying out corporate transactions of the issuer concerning securities which are considered on the account in securities of person performing clearing activities;

constitute the report on accomplishment of depository operation in the form of the reference from the account in securities and/or other form determined in the Agreement;

inform clearing organization and Settlement center of internal documents (excerpts from internal documents) of the Central depositary which regulate the relations of the Central depositary with his clients;

not perform any operations and not provide any information concerning securities which are considered on the account in securities of person performing clearing activities or information concerning such person without the corresponding orders of person performing clearing activities except cases, stipulated by the legislation;

not perform depository operations on the account in securities of person performing clearing activities in case of identification of violations of requirements of representation, filling of the order and information security which is necessary for implementation of these transactions by the Central depositary or if accomplishment of this order contradicts the legislation;

3) in the Agreement such rights of person performing clearing activities can be specified, in particular:

receive from the Central depositary in accordance with the terms of the Agreement information concerning the account status in securities, transactions with securities on the account in securities;

4) terms of the contract shall provide such obligations of person performing clearing activities:

follow Rules of the Central depositary regarding interaction of person performing clearing activities and the Central depositary;

pay services of the Central depositary in accordance with the terms and the terms provided by the Agreement and rates of the Central depositary;

carry out orders of the Central depositary which are constituted and provided according to the legislation, the Agreement, Rules of the Central depositary;

provide to the Central depositary documents which are stipulated by the legislation Rules of the Central depositary as obligatory for representation or are necessary for it for accomplishment of actions according to requirements of the legislation and terms of the contract;

submit information to the Central depositary in time, determined in the Agreement, from the date of entering of corresponding changes into the details or documents which are necessary for opening and account management in securities, according to the procedure, established by the legislation, Rules of the Central depositary;

5) other rights and obligations of the Parties which do not contradict the Rules of the Central depositary this to Requirements and the legislation on the capital markets and the organized goods markets and depositary system of Ukraine can be established by the Agreement;

6) terms of the contract shall not deprive of person performing clearing activities of the rights, to limit in the rights provided by the current legislation of Ukraine.

5. The agreement shall provide methods of the exchange of information between person performing clearing activities and the Central depositary.

6. The agreement shall contain information concerning the cost of services of the Central depositary and procedure for their payment.

7. In the Agreement are determined responsibility of the parties for failure to carry out or inadequate accomplishment of terms of the contract and procedure for consideration of disputes (conditions under which the parties are exempted from liability, and also clauses concerning procedure for resolution of disputes which can arise between the parties in the course of agreement performance are determined, in particular).

Responsibility of person performing clearing activities and the Central depositary is determined in the Agreement according to the law.

8. In the Agreement the duration of the agreement, procedure for modification, condition of agreement cancelation and termination of its action, procedure for account termination in securities of person performing clearing activities are specified.

Lack of securities on it shall be the compulsory provision of account termination in securities.

9. The agreement shall establish method of confirmation of reliability of the signature on the order of the person performing clearing activities, presented in the form of the paper or electronic document.

10. Other conditions which do not contradict the legislation of Ukraine can be defined by the agreement.

11. In case of the conclusion of the Agreement each of the parties shall provide to other party on demand the copies of documents certified in accordance with the established procedure which confirm legal status, obligatory details and powers of persons signing the Agreement.

                                                                            

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