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Mastering Compliance in Prime Brokerage: Authorized Signatures and Robust Oversight

AI tight rope balance

Prime Broker Compliance: Mastering Authorized Signatures and Oversight

Auditors on Think ice.Navigating the tumultuous seas of prime broker compliance requires precision, a keen eye for detail, and an unwavering commitment to regulatory requirements. At the heart of this challenging journey are two pivotal elements: the sanctity of authorized signatures and the imperative of robust oversight. In a landscape where a mere scribble on a dotted line holds the power to bind or break, understanding these components is not just beneficial—it’s vital.

 

The Unyielding Power of Authorized Signatures

Why Authorized Signatures?

Imagine the SIFMA SIA Form 150 as a locked door guarding untold treasures of compliance and security. The authorized signature is the key. It’s not just any scribble; it’s a pledge, a promise that the person wielding the pen is empowered to do so. This isn’t about red tape; it’s about ensuring that the agreements governing our industry stand on solid, indisputable legally enforceable ground.

The Perils of Ignoring This Power

Sidestepping the requirement for an authorized signature isn’t just a minor faux pas; it’s akin to inviting chaos to dinner. Contracts signed by the uninitiated might as well be built on quicksand, liable to collapse under the slightest scrutiny. The dangers range from legal skirmishes to financial hemorrhages—a risk no firm should be willing to entertain.

If supervisors were not properly monitoring the execution of SIFMA (Securities Industry and Financial Markets Association) Prime Broker agreements, the Securities and Exchange Commission (SEC) could have several concerns, leading to potential regulatory actions. The SEC’s response might include:

  1. Compliance Issues: The SEC would likely note that inadequate supervision and monitoring of the execution of such agreements could result in non-compliance with federal securities laws and SEC rules. Prime Broker agreements are critical in ensuring that transactions are conducted in accordance with legal and regulatory requirements, protecting the interests of all parties involved, including investors.
  2. Enforcement Actions: If the lack of proper monitoring led to violations of securities laws or regulations, the SEC could initiate enforcement actions against the firm. This could include fines, sanctions, or other disciplinary measures designed to address the compliance failures.
  3. Operational Risk Concerns: The SEC might express concerns over the operational risks associated with poor supervision of these agreements. Effective oversight is crucial for managing risks related to conflicts of interest, market manipulation, and other unethical practices that could harm investors and the integrity of the markets.
  4. Recommendations for Improved Supervision: The SEC could recommend or require enhanced supervisory procedures and controls to ensure that Prime Broker agreements are executed and monitored effectively. This might involve implementing more robust compliance programs, training for supervisors, and improved documentation and review processes.
  5. Potential Impact on Firm’s Reputation: Beyond regulatory actions, the SEC might highlight the potential reputational damage to the firm resulting from inadequate supervision. This could erode trust among clients and investors, affecting the firm’s business relationships and financial stability.

Oversight: The Shield Against the Unknown

Back to the officeSEC’s Watchful Eyes

The SEC isn’t just a spectator; it’s the guardian of our industry’s integrity. Its eagle-eyed focus on the supervision of Prime Broker agreements isn’t arbitrary. This meticulous monitoring serves as both a compass and a shield, guiding firms away from the treacherous cliffs of non-compliance and safeguarding the market’s very essence.

The Fallout of Neglect

The consequences of lax oversight are not to be underestimated. Beyond the immediate sting of penalties and sanctions lies a more insidious threat—the erosion of trust. In a realm where reputation is currency, any dent in a firm’s integrity can be catastrophic, severing vital relationships and jeopardizing future stability.

If the SIFMA SIA Form 150 and any amendments are signed by an unauthorized person or non-officer, several potential consequences could arise, depending on the circumstances:

  1. Void or Voidable Agreement: If the person signing the agreement does not have the authority to do so, the agreement may be considered void or voidable. This means that the agreement could be deemed non-binding and unenforceable because it was not properly executed with the necessary authority.
  2. Ratification Potential: If the unauthorized signing is later discovered, the organization has the option to ratify (formally approve) the agreement, making it valid from the moment of ratification. This would require an action by someone with the proper authority, such as a board of directors.
  3. Reliance on Apparent Authority: If the other party to the contract was led to believe and reasonably assumed that the signer had the authority to enter into the agreement (based on the organization’s actions or representations), the principle of apparent authority might apply. This could potentially make the agreement enforceable against the organization, despite the lack of actual authority.
  4. Legal and Financial Implications: Entering into an agreement with an unauthorized signature could lead to legal disputes, financial losses, or damages for the organization if the contract is later challenged or deemed unenforceable. It might also expose the organization to claims of misrepresentation or fraud.
  5. Internal Consequences: The individual who signed the agreement without authority could face internal disciplinary actions, depending on the organization’s policies and the circumstances

Diving Deeper: The Keystone of Compliance

modern dashboardThe Role of SaaS in Streamlining Compliance

In the complex ballet of prime brokerage, efficiency and compliance are not merely goals; they are imperatives. Loffa Interactive Group emerges as the choreographer, harmonizing these elements with its Prime Broker Interactive Network (PBIN). This SaaS solution transforms the labyrinth of regulatory compliance into a streamlined pathway, embedding compliance into the fabric of daily operations without missing a beat.

Safeguarding the Integrity of Transactions

The gravitas of Loffa’s offerings extends beyond simplification. Freefunds Verified Direct (FVD) stands as a bastion of integrity, ensuring that every transaction adheres to Regulation T requirements with unwavering precision. In a domain where every detail counts, having a tool that enshrines compliance as a cornerstone of transactional integrity is not just beneficial—it’s transformative.

Conclusion: Embracing the Future with Confidence

In the realm of prime brokerage, the road to compliance is fraught with challenges. Yet, with the right tools and understanding, navigating this landscape becomes less a journey through a storm and more a voyage towards excellence. Authorized signatures and diligent oversight are not just regulatory hurdles—they are the pillars upon which trust and integrity rest. By embracing solutions like those offered by Loffa Interactive Group, firms can not only weather the storm but emerge unscathed, ready to conquer the challenges of tomorrow.

A Beginner’s Guide to Blockchain and Securities Services

It is always difficult to predict with accuracy which technological innovations will take off. Even experts get it wrong. Breakthroughs which were anticipated with confidence, such as flying cars, have failed to materialise. In contrast, some inventions, such as text messaging, achieve unexpected success.

In the case of blockchain it has reached the stage where people have heard of it, few can define it and even fewer explain it. Technical specialists from the securities services industry, central banks and trade associations are working hard to remedy these deficiencies.

Despite the lack of knowledge there is no shortage of hype. A 2015 study produced for the World Economic Forum in collaboration with Deloitte made the claim that: “Decentralized systems, such as the blockchain protocol, threaten to disintermediate almost every process in financial services.” Many are hailing its potential to revolutionize the investment industry in particular. Outside the financial world there is talk of using it for a variety of applications including tracking individual diamonds, making back-up copies of human DNA and simplifying trade documentation.

This article will outline the current state of knowledge for non-specialists in the investment and pensions industries. It will start by identifying the key features before considering how it could be implemented.

What is blockchain?
Many of the definitions of blockchain are not enlightening. A popular one is to describe it as the technology underlying Bitcoin. This indeed was its original purpose when the idea was developed several years ago. Such a description is helpful for those with a familiarity with the crypto-currency but perhaps not others.

The approach also blurs the differences between Bitcoin and other uses of blockchain technology in financial services. Bitcoin is an open system which, in principle, anyone can harness. However, most uses in financial markets are only likely to be open to authorized participants.

Another approach to defining blockchain is to refer to it as distributed ledger technology (DLT). This has the drawback of assuming knowledge that many do not possess. Many are unfamiliar with the role of a ledger, let alone of the significance of making it distributed.

Preston Byrne, the chief operating officer of Eris Industries, a financial technology (fintech) firm, explains it in simpler terms. “Blockchain is a database,” he says. “It’s a file. A file which updates itself in multiple places at once, depending on what its users tell it to do”.

This definition has the virtue of simplicity but it does not make clear why its advocates see blockchain as having so much potential. HSBC Securities Services spells out the technology’s key characteristics in a briefing:

• Distribution: rather than relying on a centralized record it has a shared ledger which is visible to every node or participant.
• Security: the use of cryptography makes the system public yet secure.
• Immutability: blockchain technology is designed to prevent tampering or amendment.
• Trust: blockchain data can act as a trusted, mutually agreed record.

From this starting point, the potential impact on the investment industry becomes clear. Akbar Sheriff, global head of strategy and office of regulatory initiatives at State Street, explains that a typical securities industry transaction can include as many as five entities. There are two principals (the buyer and seller), often each of them will have their own agents (broker-dealers). The transaction will typically go through a neutral clearing house.

Blockchain would simplify this considerably by cutting out the need for agents. “Such technological advances present the opportunity to overhaul existing models, speed processes, and streamline costs,” says Sheriff.

It would also mean a move away from the conventional ledger. Instead, there would be a distributed ledger. “It’s a new way of working where to a certain extent where if you exchange assets or contacts you potentially no longer need a central point of reference,” says Philippe Ruault, head of innovation and digital lab at BNP Paribas Securities Services.

In his view, it would have several advantages. It would be faster, more resilient, operate across borders and be cheaper.

It is certainly a technology that the investment industry – including not only asset management but custody and asset servicing – expects to have a considerable impact. A survey conducted in March 2016 by Multifonds, an investment software firm, found that 41.6% of respondents expected blockchain to be a potential channel of disruption (see figure 1). Only big data analytics, at 43.2%, scored higher. In contrast, robo advice was at 22.4% and social media at 19.2%.

Implementation
Nevertheless, there is a difference between seeing blockchain as desirable or inevitable, perhaps both, and its implementation. Blockchain represents a fundamental shift in the way transactions have been done. It could operate in multiple markets and across many jurisdictions.

It also raises questions for regulators about how they can handle the new way of working. Using the new technology within companies should not be a problem but changing market infrastructures is another matter. “How it flies in terms of the regulatory framework is still something to be assessed,” says Ruault.

Blockchain, therefore, is more potential than reality. Although, the concept is becoming accepted there are few examples of its implementation.

The best known is probably Bitcoin, itself although there are several hundred crypto-currencies in existence. In effect these are a high-tech and secure alternative to cash. They are designed to provide a secure way of making payments, sometimes beyond the gaze of the authorities. Indeed libertarians have often advocated Bitcoin as they see it as representing freedom from state interference. Others fear that they will be used to facilitate criminal activity. In any case crypto-currencies have so far failed to live up to the hype invested in them.

Nevertheless, there are tentative moves for international banks to use blockchain technology for cross-border payments. Ripple, a start-up company based in San Francisco, is starting to make a mark in this area. For example, Santander, the UK bank, has used Ripple’s technology to drive a pilot version of a new smartphone application that allows international payments.

Nor has the use of blockchain been confined to banking. The Nasdaq used the technology to complete and record a private securities transaction last December. The exchange claimed it was the first transaction to use the technology.

The number of applications is likely to surge before long. Financial services companies and fintech firms are in the midst of feasibility and pilot studies. No doubt many are not yet in the public domain.

Eiris Industries, which was set up by lawyers and software specialists, sees potential in the legal industry. “We think this stuff is good at automating relationships and we’re a bunch of lawyers,” says Byrne. “Lawyers manage and formalize relationships in real life. What we do is applying that knowledge to software.”

However, he says he knows of systems starting to go into production within the financial services industry. At present, he says, the focus is on the banking and insurance sector, but asset managers are starting to look too.

He points to some applications that sound like science fiction but might not be too far off. For example, those managing car loans, whether directly or within collaterized instruments, could achieve a higher degree of security. If repayments on the loan stop the lender could send a cryptographic signal to immobilize the car. It might even be possible to instruct it to drive back to the garage. This enhanced control over collateral could allow lenders to shave basis points off the cost of loans.

Blockchain technology could even allow the secure control of drones over the internet. Whether this would have any applications for the investment and pensions industry is not yet clear.

Although blockchain creates challenges for regulatory institutions it also offers opportunities. Central banks in particular are examining how to use it for their own purposes. In June 2016, the World Bank, International Monetary Fund and US Federal Reserve hosted a conference on the subject in Washington DC. Representatives from central banks around the world attended. Details of the talks were not released, but there are reports of central banks setting up digital currencies of their own. The Bank of Canada is already experimenting along such lines with the development of the CAD-coin, a digital version of the Canadian dollar. Such currencies could also allow individuals and firms to open their own accounts at central banks rather than reserving that privilege for retail banks. The possibility of using the technology in specific niches, such as in secondary markets for more exotic securities, has also been raised.

No doubt the current discussion of blockchain involves considerable hype. Even avid advocates of the new technology seem to accept that is the case. But even if a fraction of what is promised ends up being delivered the impact on securities markets could be considerable.

Daniel Ben-Ami
Investment & Pensions Europe

The Cost of Compliance

In their most recent survey performed last year, Thomson Reuters asked Compliance professionals from more than 300 financial services firms what their biggest concerns and challenges were for 2016 regarding navigating the deep and turbulent waters of continuing industry regulations. The findings are intended to help firms with planning, resource, and direction and to allow them to benchmark their own practices to determine whether their own strategies are in line with those in the wider industry.

Below are some key points of interest revealed in the survey results:

  • No Letup in Regulation: 70% of firms are expecting regulators to publish even more regulation in the coming year with 26% expecting significantly more.
  • Time Commitment: More than a third of firms continue to spend a whole day every week tracking and analyzing regulatory change.
  • Resource Challenges and Outsourcing: There is a continued scarcity of skilled compliance personnel which forces firms to do more with less and putting the focus on the development of existing staff. A quarter of firms has opted to outsource at least part of their compliance functions to 3rd party providers due to lack of in-house compliance skills and the need for additional assurance on compliance processes.
  • Technology and Reporting: Regulatory developments are driving technological change with the remit of compliance broadening to cover cyber risks as well as the assessment of new technology and applications to help manage more aspects of firm-wide compliance. In addition, there is an increase in the amount of information requests from regulators resulting in an expected increase in liaison with regulators.
  • Focus on Regulatory Risk: Three-quarters of companies are expecting the focus on managing regulatory risk to continue to rise—due largely to greater demands on the management of conduct risk.

Do you think these predictions from last year are in line with what your team is seeing so far in 2016? Please email us today at [email protected] for a free copy of the full report and/or to discuss how Loffa Interactive can help you manage your firm’s compliance costs and processes!
Loffa Interactive Group
[email protected]
www.loffacorp.com

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