World Forum Of CSDs (WFC) Terms Of Reference. WORLD FORUM OF CSDs (WFC) Board TERMS OF REFERENCE

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1 WORLD FORUM OF CSDs (WFC) Board TERMS OF REFERENCE

2 About the World Forum of CSDs The World Forum of CSDs (WFC) is the group of world CSDs, composed of the following five regional CSD associations which together represent around 125 member CSDs, namely: Asia - Pacific Central Securities Depository Group (ACG) Americas Central Securities Depositories Association (ACSDA) Association of Eurasian Central Securities Depositories (AECSD) Africa & Middle East Depositories Association (AMEDA) European Central Securities Depositories Association (ECSDA) Mission and objectives On 15 April 2011, at the closing of the CSD11 Conference in Cape Town, South Africa, the five regional CSD associations announced the formation of the WFC in order to further enhance inter-association communications. The WFC provides a forum for regional CSD associations to exchange information, discuss issues of common interest and increase their influence and engagement on cross-regional and global developments. Accordingly, the WFC Board is hereby constituted to promote the mission and objectives of the WFC. The purpose of these Terms of Reference is to set out the WFC Board s composition, role and responsibilities, powers, meeting procedures, remuneration and costs, and related matters. 1. Composition of the WFC Board (Refer to Annexure B for the current membership) 1.1. The WFC shall at a minimum comprise a Board consisting of 10 members. These members should be two senior representatives from each of the five regional CSD associations and preferably the Chairmen and Vice-Chairmen of each association The Chairman of the WFC shall be the Chairman of the regional CSD association that has hosted the most recent World Forum of CSDs Conference, and shall serve for a two-year term as determined in accordance with Annexure A. The role of the Chairman is to moderate or coordinate the affairs of WFC, including meetings and other activities To ensure continuity in the WFC leadership, the Vice-Chairman of the WFC shall be the resigning Chairman of the WFC, who shall serve for a two-year term as determined in accordance with Annexure A. The role of the Vice-Chairman is to support the WFC Chairman and to act as Chairman in his or her absence To further ensure continuity in the WFC leadership, the WFC Board may appoint an Honorary Chairman, who has had a life-long commitment to the WFC and the CSD industry, and determine the terms and period for his or her appointment. The role of Page 1

3 an Honorary Chairman is to provide leadership support to the WFC Board, without detracting from the authority of the Chairman. When a regional association occupies the position of Chairman / Vice Chairman according to Annexure A and elects new Chairs at a regional CSD association level, it is recommended that the Chairman / Vice Chairman of the WFC remain unchanged until the end of their two-year term in the interests of leadership continuity for the WFC The WFC is supported by the Secretariats of the respective regional CSD associations, but the WFC Board may appoint a Secretariat. The WFC Secretariat need not be a member of the WFC Board. The role of the WFC Secretariat is to coordinate WFC Board meetings (including the preparation of minutes, agendas and other meeting documents), support the WFC Board to action responsibilities and facilitate the centralisation of information and circulation of documents. Refer to Annexure C for the Secretariat s contact details. 2. Role and responsibilities of the WFC Board The WFC Board has the following roles and responsibilities: 2.1. Promoting the mission and objectives of the WFC Ensuring timely gathering and sharing of relevant information as well as feedback of the WFC s activities to their respective regional CSD associations Providing input where requested, on behalf of the regional CSD associations, relating to international bodies and regulatory initiatives and matters affecting the CSD community Appointing and monitoring WFC task forces where necessary to deal with matters affecting the CSD community Promoting the activities and work of the WFC The WFC Board shall on a rotational basis nominate a regional CSD association to host the World Forum of CSDs Conference, and determine the agenda for such Conference. The host regional CSD association or country of the World Forum of CSDs Conference shall bear the meeting, venue, and associated costs of such Conference Representing the CSD community in international forums including CPSS-IOSCO, ISSA, World Bank, AGC and Thomas Murray. 3. Powers of the WFC Board Page 2

4 In order to fulfil its role and responsibilities above, the WFC Board shall have the power to: 3.1. Deal with any activity within the scope of these Terms of Reference Request and share information with other regional CSD associations Form and delegate authority to task forces, and/or to one or more of its members At the expense of and as agreed by the WFC Board, the Board may obtain professional advice from industry consultants / experts, as may be necessary Make recommendations to regional CSD associations, as it deems appropriate Make representation to international bodies and regulators on behalf of the CSD community subject to the WFC Board approval. 4. Meeting procedures of the WFC Board 4.1. Frequency, venue, date and time a. The WFC Board will endeavour to meet during the ISSA, SIBOS and World Forum of CSDs Conference. b. The WFC Board will endeavour to meet at least twice a year. c. The WFC Board shall determine a suitable venue for each meeting. d. The date and time for a meeting shall also be determined by the WFC Board Participation in WFC meetings a. Where necessary, attendance at the WFC Board meetings can be via a teleconference or other suitable means of communication, however the WFC Board members must endeavour to attend all the WFC meetings in person. b. The WFC Board members may appoint another regional CSD association representative to attend and participate on their behalf, provided that such representatives may not act as Chairman or Vice-Chairman for that meeting. c. If the Chairman is absent from a meeting, the Vice-Chairman shall chair the meeting, failing which the WFC Board members present shall subject to clause 4.2(b), appoint any of the WFC Board members present to act as Chairman for that meeting. Page 3

5 i. The WFC Board may invite any regional CSD association member or CSD member or any relevant person to attend and be heard at its meetings. Such attendees shall have the privilege of the floor or the right to participate in the WFC s deliberations Agenda and records a. The Chairman shall, in consultation with the WFC Board and the Secretariat, determine the agenda for the meeting. b. The Secretariat must keep record of the meeting attendance, summary of key deliberations, minutes and output documents and reports Decision-making a. The decisions of the WFC Board shall be obtained by consensus b. In case consensus cannot be reached on a given issue, this shall not prevent a subset of member associations of the WFC to work jointly on a given project or initiative. Such cooperation will however not be carried out under the WFC label. The decisions of the WFC Board may, where appropriate, be concluded via a round-robin. 5. Remuneration and Costs of the WFC Meetings 5.1. The WFC Board members shall not be entitled to any remuneration or reimbursement for costs from the WFC Each regional CSD representative or association shall be responsible for its representatives travel, accommodation and incidental costs Any meeting, venue and associated cost arising from scheduled or ad hoc meetings will be borne by the host regional CSD association or as otherwise determined by the WFC Board. 6. Reporting to the regional CSD associations The regional CSD association representatives shall as soon as possible, but not later than 3 months after a WFC Board meeting, report on the activities of the WFC to their members in such a manner as may be agreed with their respective regional CSD associations. Page 4

6 7. Review of these Terms of Reference These Terms of Reference shall be reviewed and approved by the WFC Board every two years, or on an ad hoc basis as may be required. Annexure A The two-year term Chairmanship and Vice-Chairmanship of the WFC is determined in accordance with the criteria below. The blues arrow illustrates the movement from the Chairmanship to Vice- Chairmanship after the expiry of a two-year term. Period World Forum of CSD WFC Chairmanship WFC Vice Chairmanship conference 15 April May 2013 CSD11, Cape Town, South Africa AMEDA ACG 29 May April 2015 CSD12, St Petersburg, Russia AECSD AMEDA 15 April 2015 April 2017 WFC 2015, Cancun Mexico ACSDA AECSD April 2017 April 2019 TBC ACG ACSDA April 2019 April 2021 TBC ECSDA ACG Annexure B The current membership structure of the WFC Board as of March 2014 is as follows: Name of a member Regional CSD association designation WFC designation 1 Mr. Eddie V Astanin AECSD (NSD, Russia) Chairman 2 Mr. Mohamed Abdel Salam AMEDA (MCDR, Egypt) Vice Chairman 3 Mr. Yoshinobu Takeuchi ACG (JASDEC, Japan) Honorary Chairman 4 Ms. Monica Singer AMEDA (Strate, South Africa) Member 5 Mr. Muhammad Hanif ACG (SD&C, China) Member 6 Mr. Jorge Hernan Jaramillo ACSDA (Deceval, Colombia) Member 7 Mr. Gerardo Gambia ACSDA (Indeval, Mexico) Member 8 Mr. Nikolay Shvetsov AECSD (Settlement Center JSC, Ukraine) Member 9 Mr. Mathias Papenfuss ECSDA (Clearstream) Member 10 Mr. György Dudás ECSDA (Keler, Hungary) Member 11 Ms. Tanya Knowles (Strate, South Africa) Secretariat Annexure C Secretariat Contact Details For further information, please contact: Tanya Knowles (Strate), WFC Secretariat, at tanyak@strate.co.za or your regional contact person: For ACG: Shariq Naseem, ACG Secretariat: shariq_naseem@cdcpak.com For ACSDA: Bruce Butterill, ACSDA Executive Director: bbutterill@acsda.org For AECSD: Dmitry Klimov, AECSD Secretariat (NSD): aecsd@aecsd.com For AMEDA: Riham G. Khedr (MDCR): riham.g@mcsd.com.eg Page 5

7 For ECSDA: Soraya Belghazi, Secretary General: Page 6