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)
The amendments were adopted on 02.10.2024 (Minutes of the General Meeting of the Association of Eurasian Central Securities Depositories dated October 02, 2024, Istanbul, Turkey)
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 organizations 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 organization that is a central securities depository in accordance with the laws of the country of its incorporation;
- "Depository" shall mean an organization that carries out Depository activity in accordance with the laws of the country of its incorporation;
- “Clearing House” shall mean an organization that carries out clearing activity in accordance with the laws of the country of its incorporation;
- "Participant" shall mean an entity that has joined of the Association in any status (Member, Associate Member or Observer);
- “Member” shall mean Central Securities Depository that has been granted the member status at the Association in accordance with this Resolution
- “Associate Member” shall mean an entity that has been granted the associate member status at the Association in accordance with this Resolution
- "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;
- “Regular voting rights” – shall mean the ability of the Members and Associate Members to take part in taking collective decisions through appropriate bodies with its vote being accounted for in calculating the result.
- “Consultative voting rights” – shall mean the ability of the Observer to take part in taking collective decisions through appropriate bodies with its vote being taken into consideration but not accounted for in calculating the result.
- “Official language of the Association” shall mean English and Russian languages
Article 3
Purpose of the Association
Facilitate creation of a common "post-trading environment", including:
- unification of the regulatory framework;
- development of optimal models for the accounting system of the securities markets of the Participant countries;
- organization of interaction among Participants in order to provide cross-border securities settlement;
- standardization 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 messaging standards for depository operations and ensure their application in national practice;
- development of electronic data interchange (EDI);
- support of approved integration of Participants into the global post-trading system.
Article 4
Functions of the Association
In order to achieve the purpose set out in Article 3, the Association:
- shall organize the exchange of information among the Participants;
- shall provide support for its Participants in the countries where the Association Participants perform activity, and in relations with international organizations;
- shall provide research on common matters for Participants, preparation of relevant reports, development of proposals for resolving them and dissemination of the results among the Participants of the Association;
- shall contribute to the support of bilateral and multilateral relations between the Participants;
- shall assist individuals requesting informational, 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 Participants and Associate Members in cooperation with international and national organizations;
- take any other appropriate actions.
Article 5
Membership in the Association
- The Participants of the Association are signatories to this Resolution at the time of the establishment of the Association, as well as Participants from who have fulfilled the necessary procedures stipulated in this Resolution.
- Any Central Securities Depository may become a member of the Association if it approves of the provisions in this Resolution.
- A Central Securities Depository wishing to become a member of the Association shall send to the Chair of the Association a corresponding application. A Central Securities Depository is considered a member of the Association from its declaration as such at the General Meeting of the Association.
- Each Participant shall be entitled to withdraw from membership in the Association by sending a notice to the Chair of the Association. A Participant is deemed to have withdrawn from the Association after receipt of the notice by the Chair of the Association.
- A Participant may be expelled from the Association by other Participants taking the corresponding 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.
- Any Clearing House or other financial institution engaged in depository and clearing activities according to the laws of the country of its incorporation may become an Associate Member of the Association if it approves of the provisions of this resolution.
- The admission and expelling procedures for the Associate Members are the same as for the Members.
Article 6
General Meeting of the Association
- The General Meeting of the Association (hereafter - General Meeting) shall be the supreme governing body of the Association.
- The General Meeting shall be convened annually. The date of the next Annual General Meeting shall be announced by the organizer of the current/previous session of the Annual General Meeting. All other General Meetings are extraordinary.
- Each Participant shall be entitled to attend the General Meeting and vote in person, by power of attorney, issued to another Participant or by absentee vote. Observers of the Association participate in the General Meeting with consultative voting rights. The General Meeting is held as a closed working session, and it is attended by authorized representatives of the Participants, representatives of the Secretariat and leaders (representatives) of the working groups.
- The General Meeting:
- 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 organization that shall serve as the secretariat of the Association;
- shall establish working groups of the Association and call for their extraordinary meetings;
- shall define the tasks of the working groups of the Association;
- shall approve reports of the working groups of the Association and shall take further decisions based on the reports;
- shall stop activity of working groups of the Association;
- shall discuss matters of common interest of the Participants;
- shall decide on acceptance or expelling of Participants to the Association;
- shall fulfil other functions as appropriate, consistent with the objectives of the Association.
- The Host of the General Meeting is the Participant exercising its activities in the country where it is staged.
- The exact time and place of the General Meeting is determined by the Participant that took over the functions of the Host.
- The agenda and procedure of the General Meeting is determined by the Chair of the Association based on proposals of the Secretariat and the Participants of the Association.
- Decisions of the General Meeting are adopted by a majority of Participants with regular voting rights represented at the meeting. Each Participant represented at the General Meeting shall have one vote. Decisions of the General Meeting are binding for the Participants. The quorum for taking decisions at the General Meeting is at least half of the total number of Members and the Associate Members of the Association combined rounded up participating in the General Meeting.
- If a prompt decision on any issue is required, the General Meeting may be held in the form of an absentee voting. The decision to hold the meeting in the form of an absentee voting shall be made by the Chair of the Association. Notification of Participants that the General Meeting to be held in the form of absentee voting shall be submitted to Participants of the Association not less than 14 days prior to the date of holding the event. The Participants shall be given 7 days to get acquainted with the agenda and the materials of the General Meeting and to submit any potential comments.
- Preparation and distribution of materials for the General Meeting shall be made by the Secretariat of the Association.
- Notification of the General Meeting to be held in the form of an 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.
- Participants of the Association whose ballots have been 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 that take part in the General Meeting held in the form of absentee voting.
- 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.
- 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.
- 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.
- 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.
- Electronic archive of the General Meetings of the Association materials is deposited in the Secretariat of the Association.
Article 7
Chair of the Association
- The Chair of the Association (hereafter – Chair) 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 Meeting.
- The Chair from the day following the day of the General Meeting is the representative of the Participant that has taken over position at the General Meeting .
- The Chair shall be elected on the rotation basis in reversed alphabetical order, passing the powers every two years among the Members of the Association. The Latin alphabet and official names of the countries of incorporation in English of the Members are used to determine the order. In case of several Members originating from a single country their official names in English are used to break the tie.
- In case the Chair is unable to perform its duties and/or informs the Secretariat on its resignations the role is assumed by the Deputy Chair.
- The Chair of the Association:
- shall manage the activities of the Association and coordinates the activities of the Participants;
- form the agenda of the General Meeting;
- 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 organizations 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 the General Meeting a question regarding membership in the Association;
- has the right to submit to the General Meeting 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/Host
- The Deputy Chair of the Association from the day following the day of the General Meeting is the representative of the management of the Member that has taken over the functions of the Host at the General Meeting of Participants of the Association for the coming year.
- The Deputy Chair of the Association:
- shall ensure the implementation of coordination of activities necessary for the preparation of the General Meeting
- has the right to convene an Extraordinary General Meeting of Participants of the Association in the absence of the Chair;
- shall ensure compliance with this resolution;
- shall represent the interests of the Association in relations with third parties in the capacity of the Host;
- shall perform other necessary functions in the period between Annual General Meetings and execute powers as deemed appropriate by the Chair of the Association within the scope of authority of the latter;
- Shall take the role of the Acting Chair in case of absence of the Chair.
- The Deputy Chair shall be elected on the rotation basis in alphabetical order, passing the powers every year among the Members and Associate Members of the Association. The Latin alphabet and official names of the countries of incorporation in English of the Members are used to determine the order. In case of several Members originating from a single country their official names in English are used to break the tie.
- In case the eligible Participant is unable to take the role of the Host of the next consequent General Meeting it should inform the Chair and the Secretariat at least 9 months prior to the General Meeting preceding its tenure. In this case this Participant is skipped in the rotation and the next eligible Participant obtains the role of the Host.
Article 8
Secretariat of the Association
- The Member organization of the Association as defined and approved by the General Meeting serves as the permanent secretariat of the Association.
- The organization, acting as the permanent secretariat of the Association nominates the head of the Secretariat – Secretary of the Association from its employees.
- Any eligible Member could apply for the role of the Secretariat for a one year term. The Member elected for the role of the Secretariat takes on the position starting January 1st of the next year after the decision. The application shall be submitted to the Chairman at least 3 months prior to the General Meeting.
- The incumbent Secretariat is considered to apply for the position automatically if not formally informing the Chair on their inability to continue performing the role for the next year. This formal notice shall be submitted at least 6 months prior to the General meeting.
- In case of the incumbent Secretariat resigning and no applications for the position received the incumbent Secretariat fulfills its role for one final year or until a new Secretariat is elected.
- The Secretariat:
- shall be capable of conducting its activities in all official languages of the Association;
- shall be capable and willing to cover all the expenses connected with its activities on its own behalf;
- shall ensure the presence of its representatives at all AECSD related events;
- shall organize and conduct the Association's workflow;
- shall provide full support for the Host of the Annual General Meeting in its preparations;
- shall prepare and distribute all the materials necessary for participation in the General Meetings;
- shall organize seminars, webinars, round tables and other events on the request of the Participants;
- shall inform Participants of the Association about initiatives and decisions of the Chair;
- shall ensure functioning of the working groups;
- shall maintain relations with international organizations and associations on behalf of the Association under the authority of the Chair;
- shall maintain the official web-site of the Association (www.aecsd.org);
- shall uphold Association’s presence in the social media networks;
- shall post information on each member of the Association and observer provided by them and keep it up to date on the web-site;
- shall conduct researches and polls on the request of the Members and Associate Members and provide their results;
- shall maintain Association’s Profile and publish it annually on the web-site;
- shall maintain and keep up to date the contact base of the Association’s Participants and partners.
- observes and upholds the rotation of the Chair and the Deputy Chair roles.
- The Secretary of the Association:
- shall coordinate interaction between the Participants of the Association;
- shall ensure the proper functioning of the Secretariat
- 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 organizer of the General Meeting and the Participants;
- 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 organizations and associations abroad on behalf of the Association and under the authority of the Chair;
- shall represent the interests of the Association in relations with third parties;
- shall report to the General Meeting on the activities of the Association;
- shall develop and ensure realization of the Association Development Plan;
- shall consult Chair and Deputy Chair on the Association’s activities;
- shall perform other necessary functions in the period between Annual General Meetings and execute powers as deemed appropriate by the Chair within the scope of authority of the latter;
- shall make propositions regarding the scope of the General Meetings agenda
Article 9
Working Groups
- Working groups are formed by the General Meeting to address current agenda of the Association.
- The organization of work is determined by the head of the working group in agreement with the members of the working group.
- The working group consists of experts representing the Participants, 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.
- The Working Group:
- shall provide a solution to its task;
- shall prepare a report to the General Meeting, 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
- Any institution related to the financial or depository sector may be entitled to be the Observer provided that:
- it agrees with the provisions of this Resolution;
- it was granted the Observer status by the decision taken by a majority vote of the Association Participants at the General Meeting.
- An organization wishing to acquire observer status with the Association shall send a notification to the Chair.
- A decision on awarding an organization Observer status in the Association is taken by Participants at the General Meeting by a simple majority of votes of the Participants of the meeting.
- Each Observer has the right to withdraw from Observer status in the Association by sending notice to the Chair. An Observer in the Association shall be considered to have lost such status on receipt of notice from the observer by the Chair.
- An Observer may be withdrawn of the status of Observer in the Association by other Participants taking the relevant decision. The decision to withdraw the Observer status shall be taken at the General Meeting by a three quarters majority vote of the Participants of the Association.
- The Observers shall have the right to participate in the General Meetings of Participants of the Association, with consultative voting rights.
- The Observers shall have the right to:
- attend the General Meeting;
- speak at the General Meeting ;
- receive, as appropriate, open documents and decisions taken by the Association.
Article 11
Finances and Contributions
- The Association does not have a budget.
- Costs associated with convening and staging the General Meeting of Participants of the Association shall be covered by the Host of the General Meeting.
- Costs associated with the participation of Participants in the General Meeting, working groups, are covered by the corresponding Participants.
- By decision of the General Meeting, other sources and order of financing activities of the Association may be recommended.
- Host may set a fee for the participation in the annual conference of the Association for persons who are not Participants of the Association.
- Associated Members and Observers are expected to provide voluntary contributions to the activities of the Association in the form of participating in the AECSD events as sponsors or experts or by other ways deemed appropriate. Non provision of such contribution for three consequent years could be a reason for evaluating the suspension or removal of their status by the General Meeting.
Article 12
Terms of this Resolution
- This Resolution, as amended, shall come into force from the moment of its adoption by the General Meeting of the Association of Eurasian Central Securities Depositories on October 2, 2024. The original Resolution was signed at the First (Constituent) Conference in Moscow on December 22, 2004.
- The provisions of this Resolution shall be binding for the Participants.
- Proposals for amendments to this Resolution may be made by any Participant by sending a letter to the Chair. Presentation by a Participant of a proposal shall be submitted to the next General Meeting.