Implementation of the use of electronic signatures

Scope

For all new issuances (NGN, NSS, CGN) and for all issuer jurisdictions, whatever the governing law, ICSD CSKs, Commercial CSKs and Common Depositories can, in principle, accept electronically signed Global Notes. ICSD CSK can accept electronic signature as well on documentation related to NGN/NSS.

For the avoidance of doubt, transaction parties are responsible to ensure the validity of the signature on the issuance documentation including the Global Notes, provided that the party signing have legally assessed that they have capacity and authority to sign electronically in accordance with their applicable laws and regulations. It’s the responsibility of the issuers or the party signing any document to conduct such an assessment.

The use of electronic signatures is optional.

Electronic signature on Global Notes

A prerequisite condition for the ICSDs to accept NGN and physical NSS Global Notes signed electronically is that the Issuer ICSD agreement, which includes electronic signature clauses, has been signed beforehand.

For issuances under Programme where the Issuer had signed an Issuer ICSD agreement is before 3 June 2024, the issuer must execute and submit the version of the Issuer ICSD agreement, which includes electronic signatures clauses before the ICSDs can accept any Global Note (NGN or NSS) signed electronically. The new agreement, which includes the necessary provisions on electronic signatures, replaces the previous one.

An electronic signature on CGN (Classical Global Note) can also be accepted and the same principles apply. Transaction parties are responsible to ensure the validity of the signature on the issuance documentation including the Global Notes, provided that the party signing have legally assessed that they have capacity and authority to sign electronically in accordance with their applicable laws and regulations. It’s the responsibility of the issuers or the party signing any document to conduct such an assessment.

Electronic signature on documentation related to NGN/NSS

A pre-requisite for the ICSDs to accept the template forms linked to the issuance process (independently from the Global Note) is that issuers and/or their agents use the templates forms with the electronic signature clause. This is applicable to stand-alone, programmes and securities issued of existing programmes as of 3 June 2024. Previous templates that do not include electronic-signature clauses and are signed electronically will be rejected by the ICSDs. The template forms must be used in all cases, regardless of whether the Global Note will be signed electronically or in-wet ink.

Templates may be signed electronically and also be sent electronically to the ICSDs.

Below is the list of templates that may be executed using an electronic signature:

• CSK election form
• Issuer Effectuation and Disposal Authorisation
• Issuer Effectuation Instruction
• Issuer ICSD agreement for all NGN and NSS

Note: Final Terms or Pricing Supplements can be accepted in principle by the ICSDs either without a signature¹ or signed using an electronic signature, but under certain conditions.  The issuer should ensure that such documents are issued in a way that is legally binding and/or comply with the relevant issuers' jurisdiction and/or governing law. 

Accepted type of electronic signatures

ICSDs accept SES (Single Electronic Signature) as a minimum electronic signature level usage for issuer documents.

The most seen forms of SES include:

• a scanned PDF copy of the signed signature page being provided;
• an image of a person’s signature being electronically pasted into an electronic version of the contract in the appropriate place; or
• a web-based electronic signing platform (such as DocuSign) being used through which the person’s name in typed or handwritten font is automatically inserted into the contract in the appropriate place.

As for wet-ink signatures, it is required to retain supporting documentation or evidence in relation to the signing of such documents using electronic signatures and have it readily available² to provide to the ICSDs upon request. The ICSDs do not require such supporting documentation or evidence in relation to the signing on a structural/pro-active basis.

Overview of the signature acceptance per document

a. The CGN can be signed electronically or in wet ink. Transaction parties should ensure that they have legally assessed they can sign electronically in their own jurisdiction.

b. For new programmes and stand alone issuances issued after 3 June 2024, the issuer ICSD agreement template including the electronic-signature clause must be used. Under existing programmes launched prior to 3 June 2024, there is no need to sign a new issuer ICSD agreement if the GN is signed in wet ink.

c. For new programmes and stand-alone issuances issued after 3 June 2024, the issuer ICSD agreement template including the electronic-signature clause must be used. For existing programmes issued prior to 3 June 2024, the form of issuer ICSD agreement including the electronic-signature clause must be signed when the GN is signed electronically.

d. The template including the electronic-signature clause is required for new programmes or stand-alone issuances issued after 3 June 2024. There is no requirement to re-execute the existing documentation for programmes launched before 3 June 2024.

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1. Final Terms or Pricing Supplements are accepted with no signature if there is no dedicated space for signature. If there is a place for signature, the signature must be affixed otherwise the final terms or pricing supplement will be rejected.

2. As communicated by our legal advisors, the evidence may, for example, consist of a tamper-evident PDF containing such electronic records or the relevant email and other correspondence in relation to the signing process or could be by way of confirmation from its agent of the receipt and scanning into PDF format of the physical original signed global note or certificate