An overview of the Global LEI System considering some of its practical implications for financial institutions and, in particular, its relationship to the reporting obligations under EMIR including Unique Transaction Identifiers and Unique Product Identifiers.
This article provides an overview of the Global LEI System and considers some of its practical implications for financial institutions and, in particular, its relationship to the reporting obligations under EMIR which started to apply on 12 February 2014. The article also considers the use of Unique Transaction Identifiers and Unique Product Identifiers for the reporting of OTC derivatives trades which will operate in tandem with the Global LEI System.
A legal entity identifier (LEI) uniquely identifies participants to financial transactions. The Global LEI System represents a co-ordinated international initiative by financial regulators to promote a single system for the worldwide allocation and administration of LEIs.
Problems and Solutions
Financial regulators have observed that the absence, to date, of a common, accurate and sufficiently comprehensive system for the identification of parties to financial transactions has created a number of problems.
For example, a financial institution may identify its counterparty in a transaction by a number of different names, abbreviations or codes in its automated systems. The absence of one single identifier could be interpreted by those automated systems as references to different legal entities. As a result, financial regulators have identified a number of private and public benefits which would flow from the introduction of a global system for the allocation of such identifiers:
- Private: It would reduce the need for financial institutions to spend money on “data cleaning” and to introduce bespoke IT systems to facilitate internal reconciliation and data aggregation. The private benefits therefore focus on the internal costs and efficiencies that the introduction of a global system would bring about.
- Public: It would improve the quality of financial data and so improve the assessment of micro and macro-prudential risk, the facilitation of orderly resolution and the detection and prevention of financial fraud. The public benefits therefore focus on financial stability.
The impetus for the implementation of a Global LEI System received a significant boost from the financial crisis in 2008-9 when financial regulators began to recognise it as a key element in contributing towards financial stability. The Financial Stability Board (FSB) has described the implementation of such a system as a public good.
The public benefits of the Global LEI System were neatly summarised recently when the supervisory body responsible for its oversight wrote to business registries around the world and noted that the introduction of such a system would bring “widespread benefits”. It noted that:
“In particular, such a system will provide a valuable ‘building block’ to contribute to and facilitate many financial stability objectives, including: improved risk management in firms; better assessment of micro and macro prudential risks; facilitation of orderly resolution of financial firms; containing market abuse and curbing financial fraud; and enabling higher quality and accuracy of financial data overall. It will reduce operational risks within firms by mitigating the need for tailored systems to reconcile the identification of entities and to support aggregation of risk positions.”
The letter observed that “The lack of a common global identification has proved very costly in the financial crisis.” For further details, please click here.
It is perhaps no surprise therefore that the G20 and the FSB took a leading role in the development and implementation of the Global LEI System.
In the final declaration which was issued at the close of the Cannes summit in November 2011, the G20 stated that it supported the creation of a Global LEI System. It called on the FSB to take the lead in coordinating the regulatory framework of such a system. For more details, see the declaration entitled Building Our Common Future: Renewed Collective Action for the Benefit of All (04 November 2011), paragraph 31.
This was followed up when the FSB made a number of recommendations in its report entitled A Global Legal Identifier for Financial Markets which was presented to the G20 Summit at Los Lobos in Mexico in June 2012. The report listed (in Annex 2) 25 recommendations for the development and implementation of the new system and also identified (in Annex 3) 15 high level principles. This report remains the key document for the establishment of the Global LEI System.
The Bank for International Settlements’ Committee on Payments and Market Infrastructures (CPMI) (dated 13 July 2016) and the FSB (dated 25 August 2016) have both issued reports that aim to alleviate costs and concerns affecting correspondent banking activities. Both reports include recommendations to promote the use of LEIs as a means of accessing reliable information to support customer due diligence.
The FSB was initially responsible for giving guidance on the establishment of the institutions that would govern and administer the Global LEI System. It provided that guidance through two key groups: the LEI Expert Group and the LEI Implementation Group. In January 2013, the LEI Regulatory Oversight Committee (LEI ROC) was established which assumed the responsibility for the role that had previously been performed by the LEI Implementation Group.
The regulatory regime for the Global LEI System now comprises the following 3 tiers:
Tier 1 - Regulatory Oversight Committee (LEI ROC)
The LEI ROC is the permanent governance body for the Global LEI System. It held its inaugural meeting on 24/25 January 2013. Its members comprise national and international authorities which support the core principles of the system as set out in the high level principles contained in the FSB’s report from June 2012. Its conduct is governed by a charter which sets out its objects, responsibilities, management, membership and the various committees into which it is divided.
Tier 2 - Central Operating Unit (COU)
The COU is the pivotal operational arm of the global LEI system. Its legal status is a foundation established under Swiss law and which is known as the Global LEI Foundation (GLEIF). Its management is delegated to a Board of Directors whose members are drawn from around the world. It has the responsibility for ensuring the application of a uniform set of global operational standards. On 30 June 2014, the FSB Plenary, in its capacity as Founder of the GLEIF, announced that it had completed the necessary approvals and filings to formally establish the GLEIF as a Swiss not for profit foundation. The FSB Plenary also endorsed the appointment of an inaugural board of directors of the GLEIF and the appointment of Gerard Hartsink as the initial Chair. On 26 August 2014, the ROC published the GLEIF statutes of 26 June 2014.
On 26 January 2015, the GLEIF launched its website (www.gleif.org) which provides information about the GLEI, including its background, management and governance. It also provides details on how affected institutions can obtain a LEI and, going forwards, will enable market participants to access the authoritative database of all global LEIs.
On 07 October 2015, the GLEIF announced the launch of the accreditation programme that confirms the suitability of organisations issuing LEIs. The requirements are contained in a master agreement and related appendices.
On 31 August 2016, the GLEIF published its new Registration Authorities List. It contains 652 business registers and other relevant registration authority sources and assigns a unique code to each register on the list. Going forward, LEI issuing organisations will reference this code in their LEI issuance processes and reporting. The implementation of the GLEIF Registration Authorities List will further increase the reliability and usability of the LEI data.
Tier 3 - Local Operating Units (LOUs)
The Local Operating Units are the local implementers of the Global LEI System. They serve as the primary point of contact for financial institutions in individual jurisdictions which wish to obtain an LEI. In some jurisdictions, there may be only one LOU, which may be either a public or a private entity. In other jurisdictions, there may be no LOU and financial institutions that wish to register for an LEI may need to apply across borders, or to the COU itself, until the local infrastructure is established in that jurisdiction.
See our diagram which shows, in simplified form, the three tiers of the regulatory regime.
Common Format of the LEI
Both the FSB and the LEI ROC have stated that the LEI will comprise a 20 digit alphanumeric code. See our diagram showing the common format of each LEI in more detail.
Allocation of LEIs
On 06 June 2013, the LEI ROC issued a statement which advised that its secretariat had begun allocating a 4 digit prefix number to entities that would, in due course, become LOUs. Those entities were described as “pre-LOUs” and were sponsored by the relevant domestic regulatory authority. For example:
- in Germany, BaFin sponsored WM Datenservice as a pre-LOU (which was endorsed by the LEI ROC on 03 October 2013)
- in the US, the Commodity Futures Trading Commission sponsored CICI Utility as a pre-LOU (which was endorsed by the LEI ROC on 03 October 2013). CICI Utility is now known as GMEI Utility, and
- in the UK, the Financial Conduct Authority sponsored the London Stock Exchange as a pre-LOU (which was endorsed by the LEI ROC on 11 November 2013).
Each pre-LOU will allocate pre-LEIs to those financial institutions which seek them.
On 07 June 2013, a group of trade bodies (including AFME, BBA, GFMA and ISDA) wrote to Mark Carney, in his capacity as chairman of the FSB, to express their concerns about the potential risk that pre-LOUs may issue pre-LEIs in an inconsistent manner. Those bodies urged the FSB to lay down a set of ground rules for the allocation of such “pre-LEIs” in order to prevent the issue of identifiers in a manner that would hinder mutual recognition.
In consequence, the LEI ROC published its Principles to be observed by pre-LOUs on 27 July 2013 (and updated on 24 August 2014). These set out the core principles to be observed in order for pre-LOUs to accept pre-LEIs as being globally compatible. One of the key principles is that the pre-LOU should ensure the portability of any issued pre-LEI (both outgoing and incoming). Following feedback from some pre-LOUs stating that the method to be used was not clear, the LEI ROC published guidance providing additional clarification on the porting procedure.
The LEI ROC has published a list of those organisations that have been awarded pre-LOU status. Each such organisation will be the entity to which financial institutions in a particular jurisdiction should apply for their pre-LEIs. To view the current list of approved pre-LOUs please click here or, alternatively, please go to www.leiroc.org and download the document entitled Endorsed Pre-LOUs of the Interim Global Legal Entity Identifier System (GLEIS).
The Role of the Regulators
The bodies that administer the Global LEI System will not themselves require financial institutions to include LEIs in their transactional documents. Those requirements will be contained in the substantive rules and regulations which will be promulgated by the relevant domestic regulatory authorities.
In short, the Global LEI System creates the overarching superstructure. It does not dictate the use to which financial institutions must put their LEI once obtained. Those requirements will be dictated by the local regulators. For example, pre-LEIs are already required under the swap data reporting rules put in place by the CFTC under the Dodd-Frank Act, Title VII.
Similar trade reporting for OTC and exchange-traded derivatives under the EU European Market Infrastructure Regulation (Regulation No. 648/2012) (EMIR) commenced on 12 February 2014 requiring each counterparty to provide its LEI or pre-LEI. Under EMIR, all counterparties to derivative contracts entered into on or before 16 August 2012 and which remained outstanding on that date, and all derivative contracts entered into after that date, must report details of their derivative contract to a registered or recognised trade repository. On 21 May 2014, the FCA published a new Q&A on their website in relation to LEIs and EMIR. The FCA confirmed that the counterparty identifier should be an LEI for all intragroup counterparties when applying for an exemption from the clearing obligation. As set out in the EMIR technical standards on format and frequency of trade reporting, all counterparties must have an LEI for reporting to trade repositories under EMIR.
An LEI, or pre-LEI, is among the 60 or so pieces of information required to be reported under the implementing regulation of EMIR. Both counterparties must report each derivative contract entered into unless by prior arrangement one party delegates to the other or to a third party its reporting obligation.
Please refer to our elexica article EMIR – an overview for an explanation of the trade reporting obligations under EMIR and the further elexica articles on EMIR reporting referred to below under the heading Further reading.
Beyond derivatives, it is the intention of financial regulators that LEIs should be used widely across all asset classes in the future. For example:
- in the EU, when MiFID II starts to apply an LEI is likely to be required for reporting some cash securities, and
- in the United States, the National Association of Insurance Commissioners already requires those firms which it regulates to use pre-LEIs in their regulatory reporting.
Pre-LEIs are also required in relation to the reporting by competent authorities in EU Member States of supervisory data to the European Banking Authority (EBA) under the EU Capital Requirements Regulation (Regulation No. 575/2013). This reporting includes financial information, liquidity, ratios, large exposures and own funds.
On 29 January 2014, the EBA published a recommendation to competent authorities of EU Member States to require institutions within their supervisory remit to obtain pre-LEI codes in most cases by 31 March 2014 at the latest and in other cases by 31 December 2014 at the latest. The competent authorities are also advised to request that all information which they provide to the EBA concerning institutions and financial institutions contains pre-LEI codes. The EBA recommendations are contained in recommendation reference number EBA/REC/2014/01.
On 28 November 2014, the PRA published a letter dated 31 October 2014 in which it reminded institutions of the EBA recommendation referred to above and that it required institutions to obtain LEI code(s) by 31 December 2014 at the latest. The PRA went on to state that, if institutions were unable to comply with the EBA recommendation, they should notify the PRA by Friday, 05 December 2014 by emailing their usual supervisory contact and the Regulatory Data Group at firstname.lastname@example.org. The PRA also suggested considering whether FCA solo-regulated entities within groups should obtain LEIs and, in Appendix 1 to its letter, it provided technical details about how to incorporate such LEIs in regulatory reporting submissions.
On 17 December 2014, the FCA announced that one of its supervisory priorities arising from EMIR in 2015 was for counterparties to comply with the requirements for trade reporting, including acquiring LEIs and ensuring they are renewed annually.
In December 2015, the EBA launched a consultation on its draft technical standards on the framework for cooperation and exchange of information between competent authorities for passporting under Article 28(5) of the revised Payment Services Directive (PSD2). Respondents to the consultation were asked, amongst other things, to indicate whether they agreed with "the format of the relevant unique identification number in each Member State set out in Annex 1". To date, only Spain has indicated that it proposes using the LEI as the relevant unique global identification number, while all other EU Member States have opted for different national identifiers. In his blog dated 24 March 2016, Gerard Hartsink suggested consistently using the LEI for the exchange of information between competent authorities for passporting under Article 28(5) of PSD2.
Following two rounds of public consultation in May and October 2015, the LEI ROC published a document entitled Collecting data on direct and ultimate parents of legal entities in the Global LEI System - Phase 1 on 10 March 2016. The document sets out the process for collecting "Level 2" data. The LEI ROC will work with the GLEIF throughout this first phase of implementation and further consultations may be conducted with regard to future phases of development.
On 07 December 2016, GLEIF and five ‘first mover’ LEI issuing organisations successfully concluded a prototype exercise to test the end-to-end process of collecting and validating data on the direct and ultimate parents of legal entities that have an LEI. GLEIF started publishing parent information in early 2017.
On 17 March 2016, the European Central Bank (ECB) published its Opinion on the European Commission’s proposal for a regulation of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading. In its Opinion, the ECB stated that it sees merit in expanding the use of the LEI “by making it compulsory to include the global LEI in prospectuses or registration documents for securities” covered by the draft prospectus rules. Stephen Wolf (the CEO of the Global LEI Foundation) provides a useful summary of the ECB’s Opinion in his blog of 18 March 2016.
On 26 July 2017, the LEI ROC launched a public consultation on corporate actions and data history in the Global LEI System. The consultation focuses on 17 corporate actions, such as the change of name and address, mergers and spinoffs, which impact data in the GLEIS. The consultation closed on 29 September 2017.
On 27 September 2017, the LEI ROC launched a public consultation on funds relationships in the Global LEI System. The consultation proposes a limited update to the way relationships affecting investment funds or collective investment schemes are recorded in the GLEIS, by replacing the current single "fund family" relationship with four relationships that would be recorded as part of relationship data: "Fund Management Entity", "Umbrella Fund", "Master-Feeder" and "Other Fund Family". The consultation closes on 26 November 2017 and will inform the final version of the policy framework that the LEI ROC will approve for implementation by the GLEIF. Implementation will not take place before January 2019.
It is worth briefly mentioning CICI Utility because of the confusion that arose amongst some financial institutions in 2013 as to the role of codes allocated by that body.
In 2013, the CFTC wrote to a number of swap counterparties allocating them a CFTC Interim Compliant Identifier (CICI) and asking them to confirm their acceptance of such a number. As noted, this caused a degree of confusion amongst financial institutions which had entered into transactions with counterparties that were subject to CFTC reporting obligations because it was not clear whether those codes were pre-LEIs.
The LEI ROC confirmed in a note dated 03 October 2013 that those codes which were assigned to counterparties which have not verified the relevant data (uncertified CICIs) were not globally recognised and that their role would be limited to audit trail and historical purposes only. The note advised that the approximately 3,000 uncertified codes previously allocated by CICI Utility would be moved onto an historical database and would not exist on the main file of CICI Utility. As noted above, CICI Utility is now known as GMEI Utility.
Implications for the Insurance Industry
On 20 October 2014, the European Insurance and Occupational Pensions Authority (EIOPA) published its final report and guidelines (dated 11 September 2014) on the use of the LEI. The final report includes a summary of the main comments arising from EIOPA’s June 2014 consultation and explains the underlying rationale. The guidelines are addressed to National Competent Authorities and are intended to establish consistent, efficient and effective supervisory practices by harmonising the identification of legal entities in order to ensure high-quality, reliable and comparable data.
Market update (September 2017)
Reports circulating in the financial press in August 2015 indicated that LEIs which had previously been issued were lapsing and were not being renewed. Some of the entities previously allocated LEIs believed that, once issued, an LEI did not require periodic renewal.
In a blog posted on 29 September 2015, Stephen Wolf noted that of the 395,466 LEIs issued globally, 86,150 LEIs are lapsed. This amounts to 21% of the LEI population being behind schedule in renewing. He emphasised the requirement to renew LEIs and suggested a number of ways in which renewals could be increased. He concluded however that increasing the rate of timely LEI renewal remained "a work in progress". In a subsequent blog on 02 March 2017, he gave an update on the state of play regarding the re-validation of LEI reference data and considered how to encourage regular LEI renewal by all registered entities.
The GLEIF provided a further update in August 2017 of the latest global developments relevant to the adoption of the LEI; emphasising that broad LEI adoption will empower the wider business community to cut costs, simplify and accelerate operations and gain deeper insight into the global market place.
Unique Transaction Identifiers (UTIs)
On 19 August 2015, CPMI of the Bank for International Settlements and the Board of International Organization of Securities Commissions (IOSCO) (together the Harmonisation Group) issued a consultative report on the harmonisation of the UTI. The report was issued in response to a mandate from the FSB which had, in September 2014, published a study of the feasibility of options for a mechanism to produce and share global aggregated data. The primary purpose of the UTI is to uniquely identify individual OTC derivatives transactions that are required by authorities to be reported to trade repositories.
On 28 February 2017, the Harmonisation Group published its final technical guidance on the harmonisation of the UTI. The report produces technical guidance to authorities on the definition, format and usage of the UTI that meets the needs of UTI users. The guidance is also global in scale, based on relevant international technical standards where applicable. It covers the following areas:
- The circumstances in which a UTI should be used
- The impact life cycle events should have on the UTI
- Which entity (or entities) should be responsible for generating UTIs
- When UTIs should be generated
- The UTI's structure and format
On 13 March 2017, the FSB published a consultation paper on its proposed governance arrangements for the UTI and was prepared by the FSB's working group on UTI and unique product identifier governance (GUUG). The consultation:
- identifies key criteria for the UTI governance arrangements and identifies the rationale for a number of those criteria
- identifies UTI governance functions to be performed, including a mapping of those functions into three broad areas of governance, and
- proposes the allocation of some functions to specific bodies and identifies options for the allocation of some other functions.
The consultation closed on Friday 05 May 2017.
On 25 April 2017, the FSB convened a consultative roundtable in Amsterdam. The meeting focused specifically on how governance arrangements for these unique identifiers can be fashioned to appropriately reflect stakeholder interest. The BBA reported on this meeting in May 2017.
Unique Product Identifiers (UPIs)
On 17 December 2015, the Harmonisation Group issued a consultative report on the harmonisation of the unique product identifier (UPI). The report outlines the CPMI-IOSCO’s proposed principles and high-level business specifications for the UPI and proposes two related approaches for the granularity of the UPI classification system. The deadline for comments on the proposals closed on 24 February 2016.
On 18 August 2016, the Harmonisation Group published a second consultative report on the harmonisation of the UPI. The report contains the CPMI-IOSCO’s proposals for a harmonised global UPI, the purpose of which is to uniquely identify OTC derivative products that authorities require to be reported to trade repositories. The UPI system will assign a code to each OTC derivative product which maps to a set of data elements describing the product in a corresponding reference database. This reference database (previously known as a “classification system”) was the focus of the first consultation. The focus of this second consultation is the format of the UPI code, and the content and granularity of the UPI data elements. The deadline for comments closed on 30 September 2016.
On 28 September 2017, the CPMI-IOSCO published a report providing final technical advice on the harmonisation of the UPI. The guidance is global in scale, takes account of relevant international technical standards where available and is jurisdiction-agnostic. It covers the following areas:
- the technical principles applicable to the UPI
- the UPI reference data elements required for each OTC derivative asset class
- the identification of underlying assets and benchmarks of OTC derivative products (underliers), and
- the UPI code structure.
This guidance does not address the governance arrangements or the implementation of the UPI, which are matters the FSB is expected to consult upon.
Harmonisation of critical OTC derivatives data elements (other than UTI and UPI)
On 19 October 2016, the Harmonisation Group issued a consultation report on the harmonisation of key OTC derivatives data elements (other than UTI and UPI) – second batch. This report is part of the Harmonisation Group’s response to the FSB mandate and compliments the first batch consultation and also the consultations in relation to the UTI and UPI referred to above. The purpose of the consultation is to help develop guidance to authorities on definitions of critical data elements that are important for the globally consistent and meaningful aggregation of data on OTC derivatives transactions (other than the UTI and UPI).
On 27 June 2017, the Harmonisation Group published a third consultation on the harmonisation of key OTC derivatives data elements (other than UTI and UPI) – third batch. The third batch of critical data elements includes data elements focused on collateral, prices, quantities, non-regular payments, packages and other links, and custom baskets. The consultation closed on 30 August 2017.
On 07 May 2015, ISDA announced the launch of UTIPrefix.org, a service that enables counterparties to obtain a unique trade identifier (UTI) prefix in order to create UTIs for the reporting of derivatives trades. The service facilitates industry best practice for the generation of UTIs, as outlined in ISDA’s paper entitled Unique Trade Identifier (UTI): Generation, Communication and Matching.
In its paper, ISDA explained that industry groups had strived to find a unified solution that would have allowed the use of the LEI as a UTI but it emerged during industry discussions that many FX systems were designed to accommodate up to, and including, a 10 character prefix, and could not be easily or readily changed.
As a result, in mid-2014, industry groups examined many alternatives in order to find a solution which would work across all asset classes, utilising the Global LEI System as a basis. As a result of that examination, it was decided that a 10 character UTI prefix, derived from an entity’s LEI, should therefore be used as the best practice UTI prefix.
On 23 May 2016, ISDA published its document Principles on the Development of Derivatives Product Identifiers. ISDA has established four principles which are essential for the successful development and deployment of an extensible product identifier:
- Appropriate granularity of product identifiers
- Open governance
- Open source data and competitive market infrastructure, and
- Business usage and post-trade adaptability of product identifiers.
Some Practical Issues
Financial institutions will need to have in place the necessary internal systems to record and store the relevant LEI for each group entity and to enable those officers and employees who enter into transactions on their behalf to refer to the correct pre-LEI or LEI in the relevant transaction.
The internal systems should also ensure that group companies which are incorporated at a later date also obtain an LEI from the relevant LOU and such details are included within those systems.
Which LOU to approach?
In some jurisdictions there may eventually be several pre-LOUs and LOUs. This multiplicity was deliberately intended by the LEI ROC to promote competition amongst the LOUs to ensure increased efficiency and reduced costs in the provision of pre-LEIs and LEIs to financial institutions (although, of course, each institution should have only one). Clients should examine the websites and conduct due diligence before selecting one.
Relevant regulatory requirements
It goes without saying that financial institutions will need to keep pace with regulatory change to ensure that they are familiar with the use to which their LEI (or pre-LEI) will be put.
From 01 January 2017, all issuers subject to the Transparency Directive (TD) will be required to have a LEI. Issuers which are subject to the TD who have not been allocated an LEI should contact the appropriate LOU prior to 01 January 2017 to request the allocation of an LEI. After 01 January 2017, issuers will be required to quote their LEI when filing documents with competent authorities. See our elexica article.
From 01 October 2017, all issuers of securities admitted to the Main Market of the London Stock Exchange and whose home state is in the United Kingdom, will be required to supply an LEI when filing regulatory announcements. See our elexica article.
Please see our earlier elexica articles on EMIR reporting:
This document (and any information accessed through links in this document) is provided for information purposes only and does not constitute legal advice. Professional legal advice should be obtained before taking or refraining from any action as a result of the contents of this document.