Disclosure Requirements - Introductory information and categories

06.04.2020

The information provided on this page, together with the information provided in the CBL Market Link Guide, the CBF Market Link Guide and the Investment Fund Market Guide, constitute the disclosure requirements (the Disclosure Requirements).

The Disclosure Requirements provide general information about the disclosure requirements for securities holdings with which Clearstream Banking must, according to the information available at the time of the present publication, comply with each of the domestic markets and fund markets covered by the Disclosure Requirements.

Securities that are held remotely are usually not disclosed by Clearstream Banking. A disclosure request received by Clearstream Banking with regard to such a holding will be forwarded to the relevant customer without assessing its validity and the Clearstream Banking customer shall handle the request on a voluntary basis.

The information provided on this page forms part of, and is furthermore incorporated into the CBL Market Link Guide, the CBF Market Link Guide and the Investment Fund Market Guide.

The Disclosure Requirements for each market can be found on the relevant Market page under Products and Services/Market coverage for the CBL Market Link Guide and the CBF Market Link Guide, and under Products and Services/Investment Fund Services/Vestima/Market coverage or the Investment Fund Market Guide.

Disclosure Requirements are only available for those countries where Clearstream Banking has a link to the respective domestic market or direct access to local domiciled funds that are held in CBL's name on the register.

For securities holdings where Clearstream Banking has no such link or direct access to the register, customers must be aware that local laws might provide for mandatory disclosure. A disclosure request in this regard will be forwarded to customers without assessing its validity. Customers commit not to unreasonably withhold their consent to such a request and agree to indemnify Clearstream Banking for damages resulting directly from non-compliance with mandatory local disclosure requirements.

In most cases, the obligation to disclose is based on the domestic equivalent of a Companies Act, relevant investment funds act or anti-money laundering act and covers all security types, including Depositary Receipt (DRs) etc.

In some instances, the obligation to disclose is based on stock exchange laws or regulations and only applies to listed domestic and foreign securities.

The Disclosure Requirements do not constitute legal advice and the customer should seek independent professional advice in relation to securities (including investment funds) deposited with Clearstream Banking, especially as, for those jurisdictions in which no disclosure obligation falls on Clearstream Banking, there may be separate disclosure requirements that apply directly to customers of Clearstream Banking, shareholders and beneficial owners.

Please note that Clearstream Banking is not always given comprehensive information or advised of changes affecting local disclosure requirements.

It remains the sole responsibility of the customer to ensure compliance with local disclosure requirements. If a requirement is not met, it is the customer who will be liable to any related penalty. Customers are therefore advised to seek independent legal advice on the existence and interpretation of local disclosure requirements.

In the case of a discrepancy between the general information contained in this document and the information provided by Clearstream Banking for a specific market in the CBL Market Link Guide, the CBF Market Link Guide or the Investment Fund Market Guide, as applicable (irrespective of whether this information has been obtained from an agent of Clearstream Banking, or, as the case may be, a foreign regulator of a branch of CBL), the information provided by Clearstream Banking for the specific market in the CBL Market Link Guide, the CBF Market Link Guide or the Investment Fund Market Guide, as applicable, shall prevail.

N.B.: In all countries, if it is suspected that a disclosure obligation has been breached (for example, that a threshold of holdings under custody has been crossed without being reported), the regulators and the authorities may have the power to investigate. Moreover, in all countries, disclosure obligations might be triggered by enforceable judgements of the competent jurisdiction of the country in question.

Disclosure Categories

Clearstream Banking classifies disclosure scenarios according to the following market categories:

Category 1

Markets where disclosure by Clearstream Banking to issuers, investment fund managers and/or to regulators or market authorities is mandatory under applicable law;

Category 2

Markets where disclosure by Clearstream Banking of account holders to issuers, investment fund managers and/or foreign regulators or market authorities is a legal obligation in respect of securities in specific circumstances;

Category 3

Markets where there is no obligation for Clearstream Banking as custodian to disclose account holders to issuers, investment fund managers and/or regulators, notwithstanding any disclosure requirement falling directly on customers of Clearstream Banking, shareholders and/or beneficial owners or notwithstanding disclosure necessary to obey an enforceable judgement of the country in question.

For Clearstream Banking Frankfurt customers

For the three disclosure categories described above and without prejudice to the exceptions to professional secrecy under German law and Article 3 of CBF’s General Terms and Conditions (GTC), the policy of CBF is to divulge client-related facts and evaluations only when the consent of the customer has been provided (either under the CBF GTC or under a specific form of consent).

CBF will provide the customer with information on the main disclosure requirements of each specific domestic market. Please note that information on disclosure obligations are only available (i) if the disclosure requirements are known to CBF and (ii) for markets to which CBF or its sub-custodian CBL has a link.

Disclaimer for Clearstream Banking Frankfurt

CBF will take any request for disclosure into fair consideration. If CBF concludes that a request for disclosure is valid, it will forward the requested information to the requesting entity. CBF will not do a legal assessment but only a sanity check on the received requests in relation to any disclosure. 

For Clearstream Banking Luxembourg customers

The Disclosure Requirements are CBL Governing Documents as set forth in the CBL General Terms and Conditions and are subject to CBL’s General Terms and Conditions, unless otherwise specified.

CBL has an obligation of professional secrecy under Luxembourg law.

For countries where a branch of CBL is established, CBL might, under certain circumstances, have the obligation to disclose certain customer information directly to regulators or market authorities. Such disclosure obligations are detailed under the Disclosure Requirements for each relevant market.

For the three disclosure categories described above and without prejudice to the exceptions to professional secrecy under Luxembourg law and Article 40 of CBL’s General terms and Conditions, the policy of CBL is to divulge customer identification data and securities holding details only when the consent of the customer is held (either under the CBL Governing Documents or under a specific form of consent, according to category).

Disclaimer for Clearstream Banking Luxembourg

CBL believes the information contained in the Disclosure Requirements to be correct at the time of the present publication but disclaims any responsibility as to the accuracy and completeness of the information received. CBL has not made an independent verification of the accuracy of the information contained herein and does not undertake to update the information subsequently.