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Resolution on the Establishment of the Association of Eurasian Central Securities Depositories


Adopted:

by the Participants of the first (constituent) conference of the Association of Eurasian Central Securities Depositories on 22 December 2004, Russia, Moscow

(Minutes of the General Meeting of the Association of Eurasian Central Securities Depositories, dated 7 September 2012 No. 9, Kiev, Ukraine)


We, the undersigned

State enterprise “Central Securities Depository“ (UzCSD) (Republic of Uzbekistan),
Closed Joint Stock Company "Depository Clearing Company" (Russian Federation),
The Ukrainian Securities Depository,
PJSC “The National Depository of Ukraine“ (NDU),
National Securities Depository of Republic of Moldova,
ZAO “The National Depository Center of the Azerbaijan Republic”,
National Settlement Depository (NSD) (Russian Federation),
Republican unitary entity “Republican Central Securities Depository” (Republic of Belarus),
Georgian Central Securities Depository,
Joint-Stock Company “Central Securities Depository” (Kazakhstan),
ЦClosed Joint-Stock Company “Central Depository” of the Kyrgyz Republic, 

 
through its authorised representatives, wishing to contribute to the development and improvement of depository activity for mutual benefit, seeking to ensure the harmonisation of standards and technologies of depository activity, bearing in mind the urgent need for the central depositories of our countries to enter the global system of settlement of transactions in securities, have agreed the following:

Article 1
Foundation of the Association

This resolution hereby establishes the Association of Eurasian Central Securities Depositories.

Article 2
Definitions

In terms of this Resolution:

  • "Association of Eurasian Central Securities Depositories" shall mean a form of interaction of organisations with common interests that have entered into this Resolution in the established manner;
  • "Association" is equal in meaning to the "Association of Eurasian Central Securities Depositories";
  • "Central Securities Depository" shall mean an organisation that is a central securities depository in accordance with the laws of the country of its incorporation;
  • "Depository" shall mean an organisation that carries out Depository activity in accordance with the laws of the country of its incorporation;
  • "Participant" shall mean an entity that is a member of the Association;
  • "Observer" shall mean an entity that is not a member of the Association and has been granted the observer status at the Association in accordance with this Resolution;
  • "Conference" shall mean an event organized and held under the auspices of the Association;
  • “First head of the Participant” shall mean sole executive body of the Participant or any other person entitled to act on behalf of the Participant without a power of attorney.
Article 3
Objectives of the Association

Creation of a common "depository space", including:

  • unification of the regulatory framework;
  • development of an optimum model for the accounting system of the stock market of the Participant countries;
  • organisation of interaction between Participants in order to provide trans-border operations of securities transfer;
  • standardisation of technology of the work of depositories, the order of depository operations, and depository documents regulating its functions. The development of unified standards of depository accounting and reporting;
  • adoption of international standards of messages about depository operations and ensure their application in national practice;
  • development of electronic document processing;
  • support of approved integration of Participants into the global depository system.
Article 4
Functions of the Association

In order to achieve the objectives set out in Article 3, the Association:

  • shall organise the exchange of information between the Participants;
  • shall provide support for the interests of the Association and its Participants in the countries where the Association members perform activity, and in relations with international organisations;
  • shall provide research into common problems for Participants, preparation of relevant reports, development of proposals for resolving them and dissemination of the results of Participants of the Association;
  • shall interact with educational and research institutions for the training of qualified personnel, the development of modern teaching aids and attract promising specialists to the research work of the Association;
  • shall contribute to the support of bilateral and multilateral relations between the Participants;
  • shall assist individuals requesting information, consulting, legal, practical and other assistance in the sphere of relations connected with the implementation of the objectives of the Association;
  • shall collect and disseminate information related to the activities of the Association and its Participants;
  • shall represent the interests of members of the Association in cooperation with international and national organisations;
  • take any other appropriate actions.
Article 5
Membership in the Association
  1. The Participants of the Association are signatories to this Resolution at the time of the establishment of the Association, as well as Participants who have fulfilled the necessary procedures stipulated in this Resolution.
  2. Any Central Securities Depository may become a member of the Association if it approves of the provisions in this Resolution.
  3. A Central Securities Depository wishing to become a member of the Association shall send to the Chair of the Association a corresponding notification. A Central Securities Depository is considered a member of the Association from its declaration as such at the General Meeting of the Association.
  4. Each Participant shall be entitled to withdraw from membership of the Association by sending notice to the Chair of the Association. A Participant is deemed to have withdrawn from the Association after receipt of the notice from the Participant by the Chair of the Association.
  5. A Participant may be expelled from the Association by other Participants taking the relevant decision. The decision to expel a Participant shall be taken at the General Meeting of the Association by a three quarters majority vote of the Participants of the Association.
Article 6
General Meeting of Participants of the Association
  1. The General Meeting of Participants of the Association shall be the supreme governing body of the Association.
  2. A General Meeting of Participants of the Association shall be convened annually. The date of the next Annual General Meeting of Participants of the Association shall be announced by the organiser of the current/previous session of the Annual General Meeting of Participants of the Association. These meetings are called annual. All other General Meetings of Participants of the Association are extraordinary.
  3. Each Participant shall be entitled to attend the General Meeting and vote in person or by proxy, issued to another Participant of the Association. Observers of the Association shall be entitled to participate in the General Meeting with no voting authority.  Observers shall participate in the General Meeting of the Association by virtue of an invitation received from the Chair of the Association. The General Meeting of Participants of the Association is held as a closed working session, and it is attended by authorised representatives of the Participants of the Association and leaders (representatives) of the working groups.
  4. The Annual General Meeting of Participants of the Association is held in a country determined by the Participants of the Association at the Annual General Meeting. The venue of the next Annual Meeting of Participants of the Association is determined two years prior to the event.
  5. The General Meeting of Participants of the Association:
    • shall take decisions that are binding for the Participants;
    • shall approve the Report on the activities of the Association during the year;
    • shall make changes to the Resolution;
    • shall define the Participant organisation of the Association that shall serve as the secretariat of the Association;
    • shall serve as a working group of the Association and shall appoint the heads of the working groups;
    • shall define the tasks of the working groups of the Association;
    • shall hear reports of the working groups of the Association and shall take a decision on the merits of the reports;
    • shall stop activity of working groups of the Association;
    • shall discuss matters of common interest of the Participants;
    • shall determine the location and date of the Annual General Meeting of Participants of the Association;
    • shall decide on acceptance of membership to the Association;
    • shall decide on provision (suspension, withdrawal) of the Observer status in the Association;
    • shall fulfil other functions as appropriate, consistent with the objectives of the Association.
  6. The organiser of the General Meeting of Participants of the Association is the Participant exercising its activities in the country where it is staged.
  7. The exact time and place of the General Meeting of the Association is determined by the Participant that took over the functions of the organiser at the General Meeting of Participants of the Association.
  8. The agenda and procedure of the General Meeting of Participants of the Association is determined by the Chair of the Association based on suggestions of the Participants of the Association.
  9. Decisions of the General Meeting of Participants of the Association are adopted by a majority of Participants represented at the meeting. Each Participant represented at the General Meeting shall have one vote. Decisions of the General Meeting of Participants of the Association are binding for Participants. The quorum for taking decisions at the General Meeting of Participants of the Association is that at least half of the Participants of the Association participate in the General Meeting.
  10. If a prompt decision on any issue is required, the General Meeting of the Association may be held in the form of absentee voting. The decision to hold the meeting in the form of absentee voting shall be made by the Chair of the Association. Notification of the Association Participants of the General Meeting to be held in the form of absentee voting shall be submitted to Participants of the Association not less than 30 days prior to the date of holding the event.
  11. Preparation and distribution of materials for the General Meeting of the Association shall be made by the Secretariat of the Association.
  12. Notification of the Association Participants of the General Meeting to be held in the form of absentee voting shall contain:
  • the date and the deadline for the receipt of ballots, e-mail address for sending completed ballots;
  • ballots containing the wording of agenda issues put to vote and voting options expressed as "for", "against" and "abstained";
  • other necessary information for the meeting.
  1. Participants of the Association whose ballots are received by the Secretariat by e-mail not later than the date and the deadline for the receipt of ballots shall be deemed to be the ones who have taken part in the General Meeting held in the form of absentee voting.
  2. When voting on the issues put to vote, votes shall only be counted on the issues for which only one of the possible voting options ("for", "against", "abstained") is chosen. Ballots in which more than one voting options concerning all the specified matters is chosen shall be deemed to be invalid. Should there be more than one voting option chosen for one or more of the matters specified in the ballot, votes on such matters shall not be counted.
  3. Should there be two or more completed ballots found when counting the votes in which for one issue different voting options are chosen, these ballots shall be deemed to be invalid.
  4. Should a ballot contain entries and amendments (including records made by hand; agenda changed/supplemented independently; comments made, etc.) on one or several issues put to vote, votes on this issue shall not be counted.
  5. Recognition of a ballot to be invalid in case of voting on one, several or all the matters specified shall not be a reason to exclude the votes on the ballot when determining the presence of a quorum at the Committee’s meeting held in the form of absentee voting.
  6. The original documents of the General Meeting of Participants of the Association, including the signed minutes of the General Meeting, shall be sent to the Secretariat of the Association.
Article 7
Chair of the Association
  1. The Chair of the Association is the executive body of the Association, engaged in the current management of the Association between General Meetings of the Association and ensuring the implementation of the objectives of the Association, the provisions of this Resolution and decisions of the General Assembly.
  2. The Chair of the Association from the day following the day of the General Meeting of Participants of the Association is the first head of the Participant that has taken over the functions of the organiser at the General Meeting of Participants of the Association for the coming year.
  3. The Chair of the Association:
    • shall manage the activities of the Association and coordinates the activities of the Participants;
    • shall ensure the implementation of coordination of activities necessary for the preparation of the General Meeting of the Association, and form the agenda of the General Meeting of Participants of the Association;
    • shall preside at the General Meetings;
    • shall sign together with the secretary of the Association the minutes of the General Meeting of Participants of the Association;
    • has the right to convene an Extraordinary General Meeting of Participants of the Association;
    • shall ensure compliance with this resolution;
    • shall coordinate the activities of the working groups;
    • shall perform representative functions, establish cooperation and maintains relations with international organisations and associations abroad on behalf of the Association;
    • shall represent the interests of the Association in relations with third parties;
    • has the right to submit to a General Meeting of the Association of Participants a question regarding membership in the Association;
    • has the right to submit to a General Meeting of the Association of Participants question of provision (suspension, withdrawal) of observer status;
    • shall perform other necessary functions in the period between Annual General Meetings.
Article 7-1
Deputy Chair of the Association
  1. The Deputy Chair of the Association from the day following the day of the General Meeting of Participants of the Association is the first head of the Participant that has taken over the functions of the organiser at the General Meeting of Participants of the Association in the year following that of the forthcoming General Meeting of the Association.
  2. The functions and powers of the Deputy Chair of the Association shall be defined by its Chair.
Article 8
Secretariat of the Association
  1. The Participant organisation of the Association as defined and approved by the General Meeting of the Association serves as the permanent secretariat of the Association.
  2. The Participant of the Association, acting as the permanent secretariat of the Association determines the head of the Secretariat – Secretary of the Association from its employees.
  3. The Secretariat:
    • shall organise and conduct the Association's workflow;
    • shall ensure storage of the original approved minutes of each of the General Meetings of the Association, as well as other materials and original documents, in the office of the Association in the Universal Archive of the Association (National Settlement Depository, Russia);
    • shall inform Participants of the Association about initiatives and decisions of the Chair of the Association;
    • shall provide information and support to working groups;
    • shall maintain relations with international organisations and associations on behalf of the Association on behalf of the Chair of the Association;
    • shall provide support for the official web site of the Association (www.aecsd.org);
    • shall update information on each member of the Association and observer and keep it up to date on the site.
  4. The Secretary of the Association:
    • shall coordinate interaction between the Participants of the Association;
    • shall circulate the agenda and materials for each General Meeting of Participants of the Association;
    • shall participate in the General Meetings of Participants of the Association, as well keep, sign and send the Minutes of these sessions to Participants of the Association;
    • shall provide exchange of information between the organiser of the General Meeting of the Association and the Participants.
Article 9
Working Groups
  1. Working groups are formed at the General Meeting of Participants of the Association to address current challenges facing the Association.
  2. The organisation of work is determined by the head of the working group in agreement with the members of the working group.
  3. The working group consists of experts, representatives of the Participants and observers, as well as invited experts, if the decision to bring a third-party expert is taken by a majority vote of the members of the working group.
  4. The Working Group:
    • shall provide a solution to its task;
    • shall prepare a report to the General Meeting of the Association, containing, inter alia, a report on the solution to its task;
    • shall conduct research, prepare materials and perform other necessary actions to resolve the task.
Article 10
Observers of the Association
  1. Any Central Securities Depository or a Securities Depository that is not a Central Securities Depository may be entitled to be an Observer provided that:
    • it agrees with the provisions of this Resolution;
    • it participates in conferences of the Association during at least 3 consecutive years;
    • it was granted Observer status by the decision taken by a majority vote of the Association Participants at the General Meeting of the Association.
  1. A Central Securities Depository or Depository wishing to acquire observer status with the Association shall send a notification to the Chair of the Association. A Central Securities Depository or Depository shall acquire the status of Observer in the Association from its declaration as such at the General Meeting of the Association.
  2. A decision on awarding a Central Securities Depository or Depository Observer status in the Association is taken by Participants at the next General Meeting of the Association by a simple majority of votes of the Participants of the meeting.
  3. Each Observer has the right to withdraw from Observer status in the Association by sending notice to the Chair of the Association. An Observer in the Association shall be considered to have lost such status on receipt of notice from the observer by the Chair of the Association.
  4. An Observer may be deprived of the status of Observer in the Association by other Participants taking the relevant decision. The decision to deprive Observer status shall be taken at the General Meeting of the Association by a three quarters majority vote of the Participants of the Association.
  5. An Observer shall have the right to participate in the General Meetings of Participants of the Association, without voting rights.
  6. The observer shall have the right to:
    • attend meetings of the General Meeting of Participants of the Association;
    • speak at meetings of the General Meeting of the Association with the consent of the Chair;
    • receive, as appropriate, open documents and decisions taken by the Association.
Article 11
Finances
  1. The Association does not have a budget.
  2. Costs associated with convening and staging the General Meeting of Participants of the Association shall be borne by the Participant organising the General Meeting of Participants of the Association.
  3. Costs associated with the participation of Participants of the Association in the General Meeting, working groups, are borne by the corresponding Participants.
  4. By decision of the General Meeting of Participants of the Association, other sources and order of financing activities of the Association may be recommended.
  5. Chair of the Association may set a fee for the participation in the annual conference of the Association for persons who are not being Participants of the Association.
Article 12
Terms of this Resolution
  1. This Resolution shall come into force from the moment of its signing by the Participants of the First (Constituent) Conference of the Association of Eurasian Central Securities Depositories in Moscow on December 22, 2004.
  2. The provisions of this Resolution shall be binding for the Participants.
  3. Proposals for amendments to this Resolution may be made by any Participant by sending a letter to the Chair of the Association. Presentation by a Participant of a proposal shall be submitted to the next General Meeting of the Association.