Consultation Paper High level description, Nordic CSD Corporate ...

Due to jurisdictional differences, an organisation has to apply for Issuing
Agent status at each local CSD in which it plans to operate. However, the
basic responsibilities and requirements should be the same within NCSD.
The requirement to use an Issuing Agent should only apply to voluntary
Corporate Actions, as one of the major responsibilities of the Issuing Agent is
to process individual instructions from owner registered holders. Voluntary
Corporate Actions are such in which the investor has a choice between
different alternatives. The Issuer communicates with the whole investor
community. First it informs the investors on the alternatives to be chosen
from. Secondly it receives the answers from the investors. The Issuing Agent
takes care of this communication process. In a mandatory Corporate Action
the investor does not have any choice, e.g. in a share split all shareholdings
will be split equally without any specific feedback from the investors.
There should not be any restrictions in relation to the number of Issuing
Agents assigned for a Corporate Action.
Proposal [CA 5]
The use of an Issuing Agent should be required for voluntary Corporate
Actions where the investor has a choice between different alternatives. For
mandatory Corporate Actions without options, the Issuer should have the
possibility to choose whether to instruct the CSD directly or to use an
Issuing Agent. (Please refer to chapter 5 for the definition of Corporate
Action types.)
Issuing Agents should also have access to the CSD system as they are acting
on behalf of the Issuers for example in voluntary Corporate Actions. As
shown in the picture below the Issuing Agent should have access to the
Corporate Action part of the system in order to deliver information and
instructions regarding an upcoming Corporate Action. Further, the Issuing
Agent needs to be able to deliver transaction instructions on account level.
Finally, the Issuing Agent should be granted a certain level of access to all
securities memorandum accounts holding the relevant security (-ies) in order
to process the instructions received from holders in an efficient manner.
page 26(62)