Membership Form - NOS Clearing ASA

Membership Form
NASDAQ OMX Commodities
Version: May 2013
INTRODUCTION
Thank you for your interest in NASDAQ OMX Commodities. If you are applying for membership this form is
your first step towards membership, and we are looking forward to be doing business with you.
This is a joint membership form for NASDAQ OMX Oslo ASA (the exchange) and NASDAQ OMX Stockholm
AB (the clearinghouse). You acknowledge that any information submitted herein, and any updates thereto,
may be shared between the aforementioned companies unless as otherwise explicitly agreed with each
company (as appropriate). All information provided will be treated confidentially pursuant to the trading
and/or clearing rulebooks, and any application is subject to the relevant parts of the trading and/or
clearing rulebooks which you are deemed to agree with.
Please fill out this form carefully and make sure that the document is as complete and accurate as possible
in all relevant aspects. Any specific needs or circumstances relevant to the membership should be notified
in this form, cf. also Section VII below. Certain questions may not be applicable to your organization due
to its inherent status (e.g. in case of governmental bodies), in which case you should state “N/A” and
briefly explain why.
If you are applying for membership NASDAQ OMX Oslo ASA and/or NASDAQ OMX Stockholm AB will
assess whether your organization can be approved as an exchange and/or clearing member following
receipt of a complete and signed form. Forms that are incomplete, whether questions are not answered or
mandatory appendixes are missing, will not be processed. Please also note that further information may
be requested when processing your application
If you are an existing member with NASDAQ OMX Oslo ASA and/or NASDAQ OMX Stockholm AB and wish
to make changes to your membership category or to any previously submitted information, please use this
form for such changes also. In such case, you normally need only to fill in the parts to which such changes
apply in Section I. All other sections will, unless new information is submitted, be deemed consistent with
the previously given information.
Execution versions of relevant trading and/or clearing agreements will be issued when an applicant is
approved as member, and for existing members when and if the changes necessitates updated documents
and are approved. A member will be able to commence/continue trading and/or clearing under its
requested/revised setup following the due execution of any applicable agreements and completion of
necessary technical setup etc.
The at any time prevailing template agreements and trading and clearing rulebooks are available at:
http://www.nasdaqomxcommodities.com/membership/legalframework/
Should you have any questions to this form, the application process, or any other matters, please do not
hesitate to contact your NASDAQ OMX contact person who will be happy to assist you. You may also find
contact details and relevant information on our website http://www.nasdaqomxcommodities.com/
Once completed the form (and appendixes) should be sent to:
Electronic copy (PDF or similar format):
Hard copy (per post):
[email protected]
NASDAQ OMX
Att: NOS Clearing ASA
P.O. Box 443
0279 Oslo
NORWAY
NASDAQ OMX COMMODITIES - MEMBERSHIP FORM
Date (day/month/year) of this form:
NAME OF COMPANY (the “Company”)
Membership Status
Applicant
I.
NASDAQ OMX account manager (if applicable)
Existing member
MEMBERSHIP OVERVIEW
1. Type of exchange membership (NASDAQ OMX Oslo ASA):(check one only)
(A) Exchange Member (requires clearing membership)
(B) Non-Clearing Member (requires General Clearing Member)
- Name of General Clearing Member:
(C) None (i.e. clearing membership only)
(D) Block Broker Member (please fill in section I (3), II, III (1-5), V and VI
2. Type of clearing membership (NASDAQ OMX Stockholm AB):(check one only)
(A) General Clearing Member
(B) Clearing Member
(C) Clearing Client (requires Client Representative)
- Name of Client Representative:
(D) None (only applicable for Non-Clearing Members, ref above)
3. Company requests access to the following products/markets:(check all applicable)
(A) EUR Derivatives
(B) GBP Derivatives
(C) Allowance Contracts
(D) Freight,Fuel Oil, Iron Ore
(E) Seafood
(F) El-Certificates
4.
Please answer “yes” or “no” to each of the statements below. (not applicable to Block Broker
Members)
(A) Company will trade for hedging purposes.
Yes
No
(B) Company will trade for speculation purposes.
(C) Company will trade exclusively on own account.
(D) Company will execute third party (client) orders and transactions in its own name.
(E) Company will appoint non-employees as (authorised) traders.
(F) Company will provide third parties (clients) with direct market access, sponsored access or
similar arrangements.
(G) Company’s activities, or parts thereof, will be performed outside of the European Economic Area.
5.
Company intends to use the following collateral provider(s) for bank guarantee or letter of credit (only
applicable for power and gas products):
6.
Company intends to use the following bank for cash settlements:
II.
CORPORATE
1.
Full name of Company, as well as any trade names in use:
2.
Previous company name(s) and trade name(s) and date of name change (if applicable) during last 3 years:
1(6)
3.
Registered address of Company. Please state visiting address in addition to any PO Box address.
4.
Country of incorporation:
5.
Type of corporation (limited liability company, partnership etc):
6.
Company registration number and (native and English) name of applicable registry:
7.
Date of establishment:
8.
Website address (if any):
9.
Please provide a copy of the company registration certificate or similar official documentation relating to the
current legal status of the Company under its applicable jurisdiction. Please provide comment if the issue
date of this document is older than two (2) months, or if you have other comments.
See Appendix II.9
10. Please provide a copy of articles of association or similar constitutional documents. Please also comment
below if you deem this to be helpful for our understanding.
See Appendix II.10
11. Please provide details of (i) any shareholders holding 10 % or more of the shares, including (ii) any
ultimate beneficial owner(s) controlling 30% or more of the shares or voting rights. If the Company is part
of a group please provide a group chart. If this information is included in annual reports etc which are
attached to this document, a precise reference will be sufficient.
See Appendix II.11
12. Who are the authorised signatories of the Company for the membership, including all collateral
arrangements etc? Please provide list of signatories or other documentation if available, and comment if
date of issue is older than two (2) months..
See Appendix II.12
III.
BUSINESS AND ORGANISATION
1.
Approximate number of staff engaged with Company: (employees and contingent staff separately)
2.
Country(ies) from which the trading and clearing activities will be operated:
3. Please provide name and internal title of persons in management (use closest match)
(A) CEO
;
(B) CFO
;
(C) Head of Trading
;
(D) Head of Compliance
;
(E) Head of Back Office
;
(F) Head of Risk Control
;
(G) Head of Legal
;
4.
Please provide details of Company’s board directors (names, address etc)
See Appendix III.4
5.
Please provide a general description of the Company’s current business and organisation structure. If this
information is included in documentation attached to this document, a precise reference will be sufficient.
See Appendix III.5
6.
Please provide a brief account of Company’s (including its managers’) experience with commodities trading
and its investment strategy. If this information is included in documentation attached to this document, a
precise reference will be sufficient.
See Appendix III.6
7.
Does the Company currently hold, or is in the process of applying to, any memberships with other relevant
markets, clearing organizations etc? If yes please quote which and for how long (since year).
8. Please answer “yes” or “no” to each of the statements below.
(A) Company’s main business consists of dealing on own account in commodities and/or commodity
derivatives.
(B) Company’s main business consists of dealing on behalf of clients in commodities and/or
commodity derivatives.
Yes
No
2(6)
(C) Company’s transactions in commodity derivatives are ancillary to its main business.
(D) Company is part of a group of companies and it’s transactions in commodity derivatives are
ancillary to the main business of its group as a whole.
(E) Company is part of a group of companies whose main business is the provision of investment or
banking services.
IV.
FINANCIAL
1.
Please quote Company’s estimated total equity at the end of the last calendar month (in EUROs), and what
month/year this relates to:
2.
Please provide the most recent audited financial statements and annual report for the Company. If existing,
please also provide interim report(s) following the last audited financial statements. Please comment below
if relevant.
See Appendix IV.2
3.
Does the Company have any credit ratings from recognized credit rating firms? Please provide copies if
possible.
See Appendix IV.3
4.
Are there any known liabilities, exposures or other risks which could have a material impact on the
Company’s balance sheet, its liquidity, or its business as a whole (other than such risks as applies in
general to all comparable entities, if any)? Please provide details if relevant.
See Appendix IV.4
V.
LEGAL AND REGULATORY
1. Is the Company regulated within the categories recognized by the EU Markets in Financial Instruments
Directive 2004/39/EC (MiFID) or a credit institution licensed in accordance with legislation implementing the
Directive 2006/48/EC (Consolidating Banking Directive) or any equivalent regulation? If yes please provide
details on what regulatory status and relevant supervisory authority is applicable, together with appropriate
documentation.
See Appendix V.1
2. Is the Company a U.S. person according to the definition below? If no, please provide an affirmative
representation that the Company is not a U.S. person.
For purposes of this rule, U.S. person means: (i) Any natural person who is a resident of the United States;
(ii) A corporation, partnership, limited liability company, business or other trust, association, joint-stock
company, fund or any form of enterprise similar to any of the foregoing, in each case that is either (A)
organized or incorporated under the laws of a state or other jurisdiction in the United States or having its
principal place of business in the United States or (B) directly or indirectly majority-owned by one or more
persons described in prong (i) or (ii)(A) and in which such person(s) bears unlimited responsibility for the
obligations and liabilities of the legal entity (other than a limited liability company or limited liability
partnership where partners have limited liability); (iii) Any individual account (discretionary or not) where the
beneficial owner is a U.S. person; (iv) Any commodity pool, pooled account or collective investment vehicle
(whether or not it is organized or incorporated in the United States) of which a majority ownership is held,
directly or indirectly, by a U.S. person(s); (v) Any commodity pool, pooled account or collective investment
vehicle the operator of which would be required to register as a commodity pool operator under the U.S.
Commodity Exchange Act; (vi) A pension plan for the employees, officers or principals of a legal entity with
its principal place of business inside the United States; and (vii) An estate or trust, the income of which is
subject to U.S. income tax regardless of source.
Yes
No
No, see Appendix V.2 (if applicable)
2.
VI.
The Company is not aware of any current or anticipated breach of any of the representations
and warranties of the Trading Rules and/or the Clearing Rules (as applicable).
Yes
No
OTHER
1. Please provide a contact person for the application process
(A) Name
(B) Phone (int. format)
(C) E-mail
2. Is there any other information which in the Company’s view could be of relevance to the assessment of
Company’s membership eligibility, and which has not been addressed in this form?
See Appendix VI.2
3(6)
VII. ADDITIONAL QUESTIONS (IF APPLICABLE)
This Section VII does not need to be answered if: (i) the Company has its registered place of business within the
European Economic Area; and (ii) either one of the following statements apply (please check off):
The Company holds a MiFID authorisation (ref item V.1 above)
The Company itself, or it’s wholly owning parent company, is a publicly listed company on a MiFID
regulated market or similar market outside of the EEA; or the Company is a governmental body or wholly
owned by one. (documentation must support this alternative)
The Company was established more than three (3) years ago and audited financial statements for the last
three (3) years are provided herewith (ref item IV.2 above).
When used below, the term “Relevant Person” means the Company, its board directors, senior management and
any person controlling 30 % or more of the shares or voting rights directly or indirectly.
1. Please answer “yes” or “no” to the questions below.
(A) Has any Relevant Person ever been convicted in a court of law of any theft, embezzlement,
fraud, misfeasance, malpractice or other similar misconduct, or of any other serious criminal
offence? Has any Relevant Person been the subject of any such proceedings or been
investigated for the same?
Yes
No
(B) Has any Relevant Person ever had a judgement debt or similar against it, been the subject of
any bankruptcy proceedings or proceedings for the sequestration of its estate, or entered into a
voluntary agreement with any of its creditors to prevent any such proceedings?
(C) Has any Relevant Person ever had a judgement from a court of law against it which it has failed
to satisfy within the applicable deadline or otherwise breached the conditions for?
(D) Has any Relevant Person ever been:
i.Refused entry to or been dismissed or requested to resign from, any profession, vocation, office
or employment or from any fiduciary office or position of trust whether or not remunerated?
ii.Refused, restricted in, or had suspended, the right to carry on any trade, business or profession
for which specific licence, authorisation, registration, membership or other permission is
required?
iii.Disqualified by a court from acting as a director of a company or from acting in a management
capacity or conducting the affairs of any company, partnership or unincorporated association?
(E) In relation to activities regulated by a Financial Supervisory Authority, or any other regulatory or
private body associated to such activities (including any exchange or clearing memberships or
similar) has any Relevant Person ever:
i.Been refused, had revoked, restricted, suspended or terminated, any licence, authorisation,
registration, notification, membership or other permission granted by any such body?
ii.Been criticised, censured, disciplined, suspended, expelled, fined or been the subject of any
other disciplinary or intervention action by any such body?
iii.Resigned whilst under investigation by, or been required to resign from, any such body?
iv.Decided, after making an application for any licence, authorisation, registration, notification,
membership or other permission granted by any such body, not to proceed with it?
v.Been the subject of any civil action which has resulted in a finding against any Relevant Person
by a court?
(F) Is any Relevant Person currently aware of anyone's intention to initiate any proceedings as
described under items (A) – (E) above in against it?
2.
If the answer to any of the questions under item 5 was “Yes”, please provide details below:
See Appendix VII.2
4(6)
VII Individual Authorisations
1. Contact Person (Authorized Signatory)
Name:
Title:
Direct phone:
Mobile:
Location outside of EEA
requires specific consent
Location:
E-mail:
All information requested in the form must be provided in respect of each of the individuals appointed.
Appointed individuals must be adequately trained and experienced to fulfil its designated function, and be
familiar with the Clearing Rules and the general operations of the member vis-a-vis the Clearinghouse in
respect of such function. The individual must normally be available for contact during Opening Hours. The
individual(s) will be deemed generally authorised to act on behalf of the member in respect of its designated
function.
Signature Sample:
Please also include a copy of
official ID (passport, national ID,
drivers license) in case of new
appointments.
Additional Information:
2. Persons authorised to perform trade affirmations (main contact)
Name:
Title:
Direct phone:
Mobile:
E-mail:
Additional Information:
Additional contacts
Name
Direct phone
Mobile Phone
E-Mail
3. Back office contact person for compliance, collateral and settlement (main
contact)
Name:
Title:
Direct phone:
Mobile:
E-mail:
Additional Information:
Additional back office contacts
Name
Direct phone
Mobile Phone
E-Mail
5(6)
4. IT Contact Person (if applicable)
Name:
Title:
Direct phone:
Mobile:
E-mail:
Additional Information:
On behalf of the Company I confirm that the information herein and any accompanying documentation to the best
of our knowledge is accurate, true and complete in all material respects, and that we will give notice of any
relevant changes to the information provided herein. We are aware that any incorrect or incomplete information
given in relation to our membership or membership application, as well as any failure to update such information,
may constitute a breach of the clearing and/or trading rules.
Place and Date: ______________________________
Authorised Signature: ______________________________
Name in Capital Letters: ______________________________
Title: ______________________________
6(6)
CHECKLIST AND LIST OF APPENDIXES
This document is primarily the Company’s internal use and although use is encouraged it is not strictly required to
be filled out or supplied with the membership form.
Please organize appendixes in the order set out below, with the applicable appendix reference (e.g. Section II,
question 11 = II.11) in the upper right corner on page 1 of each document in portrait orientation. A checklist has
been provided for your convenience below.
Please observe the following in relation to the “Status” column (Note that additional information may nevertheless
be requested at a later stage):
M – Mandatory. Documentation is mandatory for all applicable. Please ensure that all mandatory appendixes
are included with the application. Certified copies are required prior to grant of membership.
S – Supplementary. Information is mandatory for all, but separate documentation is not required as it is
sufficient that the information is stated in the application form. May also be used where use of the
application format is inconvenient.
O – Optional. Information is not mandatory and/or application format is inconvenient
Unless as otherwise agreed, all documentation must be provided in English or Scandinavian language. In case of
translations, please provide both the original and translated versions. Translations must be official and in-house
translations are generally not accepted.
Ref
Appendix Description
Status
II
9
Corporate
Company certificate or similar official documentation
M
10
Articles of association or similar constitutional documents.
M
11
Details of shareholders, ultimate beneficial owner(s) and group chart.
S
12
Official list of authorised signatories or similar (preferably max 2 months old)
M
III
Business and Organisation
4
Members of Board of Directors
S
5
Description of the Company’s business and the operational and legal structure
and (if relevant) its group of companies
S
6
Experience with commodities and commodity derivatives trading
S
IV
Financials
2(a)
Most recent audited financial statements
M
2(b)
Most recent annual report
M
2(c)
Most recent interim report (if existing)
M
3
Credit ratings
O
4
Supplementary financial information
O
V
Legal and Regulatory
1
Documentation regarding MiFID status (if applicable)
M
2
Documentation regarding U.S. Person
M
VI
Other
2
Other supplementary information
VII
Additional Questions
2
Supplementary information to questionnaire
Included
Yes
No
O
S
1(1)