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世界金元货币基金组织联席汇率委员会

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国际证监会:信用评级基本行为守则  

2016-12-10 23:29:07|  分类: 国际信用评级组织 |  标签: |举报 |字号 订阅

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国际证监会:信用评级基本行为守则

CODE OF CONDUCT FUNDAMENTALS FOR CREDIT RATING

 

 

 
国际证监会:信用评级基本行为守则 - 汉和世界投资者基金 - 世界金元国际货币基金组织联席汇率委员会
 

中国公共信用信息网 bccbaaa.org 日期:2010-12-9 来源:世界汉诚信用评级股份有限公司国际证监会技术委员会


 

 

CODE OF CONDUCT FUNDAMENTALS FOR CREDIT RATING

AGENCIES

THE TECHNICAL COMMITTEE OF THE

INTERNATIONAL ORGANIZATION OF SECURITIES COMMISSIONS

DECEMBER 2004

    WORLDCR

世界银联信用评级学院

国际证监会组织信用评级标准委员会

CREDIT RATING IOSCO SECURITIES COMMISSIONS

UNIVERSITY OF WORLD UNIONPAT CREDIT RATING

THURSDAY,DECEMBER, 2010

                              

CODE OF CONDUCT FUNDAMENTALS FOR CREDIT RATING

AGENCIES

INTRODUCTION

Credit rating agencies (CRAs) can play an important role in modern capital markets.

CRAs typically opine on the credit risk of issuers of securities and their financial

obligations. Given the vast amount of information available to investors today – some

of it valuable, some of it not – CRAs can play a useful role in helping investors and

others sift through this information, and analyze the credit risks they face when

lending to a particular borrower or when purchasing an issuer’s debt and debt-like

securities.1

In September 2003, IOSCO’s Technical Committee published a Statement of

Principles Regarding the Activities of Credit Rating Agencies.2 The Principles were

designed to be a useful tool for securities regulators, rating agencies and others

wishing to articulate the terms and conditions under which CRAs operate and the

manner in which opinions of CRAs should be used by market participants. Because

CRAs are regulated and operate differently in different jurisdictions, the Principles

laid out high-level objectives that rating agencies, regulators, issuers and other market

participants should strive toward in order to improve investor protection and the

fairness, efficiency and transparency of securities markets and reduce systemic risk.

The Principles were designed to apply to all types of CRAs operating in various

jurisdictions. However, to take into account the different market, legal and regulatory

circumstances in which CRAs operate, and the varying size and business models of

CRAs, the manner in which the Principles were to be implemented was left open.

The Principles contemplated that a variety of mechanisms could be used, including

both market mechanisms and regulation.

Along with the Principles, IOSCO’s Technical Committee also published a Report on

the Activities of Credit Rating Agencies that outlined the activities of CRAs, the types

of regulatory issues that arise relating to these activities, and how the Principles

address these issues. 3 The CRA Report highlighted the growing and sometimes

controversial importance placed on CRA assessments and opinions, and found that, in

some cases, CRAs activities are not always well understood by investors and issuers

alike. Given this lack of understanding, and because CRAs typically are subject to

little formal regulation or oversight in most jurisdictions, concerns have been raised

regarding the manner in which CRAs protect the integrity of the rating process, ensure

that investors and issuers are treated fairly, and safeguard confidential material

information provided them by issuers.

1 CRAs typically provide credit ratings for different types of debts and financial obligations —

including, for example, private loans, publicly and privately traded debt securities, preferred shares and

other securities that offer a fixed or variable rate of return. For simplicity’s sake, the term “debt and

debt-like securities” is used herein to refer to debt securities, preferred shares, and other financial

obligations of this sort that CRAs rate.

2 This document can be downloaded from IOSCO’s On-Line Library at www.iosco.org

(IOSCOPD151).

3 This document can be downloaded from IOSCO’s On-Line Library at www.iosco.org

(IOSCOPD153).

2

Following publication of the CRA Principles, some commenters, including a number

of CRAs, suggested that it would be useful if IOSCO were to develop a more specific

and detailed code of conduct giving guidance on how the Principles could be

implemented in practice. The following Code of Conduct Fundamentals for Credit

Rating Agencies is the fruition of this exercise. As with the Principles, with which it

should be used, the Code Fundamentals were developed out of discussions among

IOSCO members, CRAs, representatives of the Basel Committee on Banking

Supervision, the International Association of Insurance Supervisors, issuers, and the

public at large.4

The Code Fundamentals offer a set of robust, practical measures that serve as a guide

to and a framework for implementing the Principles’ objectives. These measures are

the fundamentals which should be included in individual CRA codes of conduct, and

the elements contained in the Code Fundamentals should receive the full support of

CRA management and be backed by thorough compliance and enforcement

mechanisms. However, the measures set forth in the Code Fundamentals are not

intended to be all-inclusive: CRAs and regulators should consider whether or not

additional measures may be necessary to properly implement the Principles in a

specific jurisdiction, and the Technical Committee may revisit the Code

Fundamentals in the future should experience dictate that modifications are necessary.

Further, the Code Fundamentals are not designed to be rigid or formulistic. They are

designed to offer CRAs a degree of flexibility in how these measures are incorporated

into the individual codes of conduct of the CRAs themselves, according to each

CRA’s specific legal and market circumstances.

IOSCO Technical Committee members expect CRAs to give full effect to the Code

Fundamentals. In order to promote transparency and improve the ability of market

participants and regulators to judge whether a CRA has satisfactorily implemented the

Code Fundamentals, CRAs should disclose how each provision of the Code

Fundamentals is addressed in the CRA’s own code of conduct. CRAs should explain

if and how their own codes of conduct deviate from the Code Fundamentals and how

such deviations nonetheless achieve the objectives laid out in the Code Fundamentals

and the IOSCO CRA Principles. This will permit market participants and regulators

to draw their own conclusions about whether the CRA has implemented the Code

Fundamentals to their satisfaction, and to react accordingly. In developing their own

codes of conduct, CRAs should keep in mind that the laws and regulations of the

jurisdictions in which they operate vary and take precedence over the Code

Fundamentals. These laws and regulations may include direct regulation of CRAs

and may incorporate elements of the Code Fundamentals itself.

Finally, the Code Fundamentals only address measures that CRAs should adopt to

help ensure that the CRA Principles are properly implemented. The Code

Fundamentals do not address the equally important obligations issuers have of

cooperating with and providing accurate and complete information to the marketplace

and the CRAs they solicit to provide ratings. While aspects of the Code

Fundamentals deal with a CRA’s duties to issuers, the essential purpose of the Code

4 A consultation draft of the Code Fundamentals was published for public comment in October 2004.

This document (IOSCOPD173) and a list of public comments IOSCO received on the consultation

draft (IOSCOPD177) can be downloaded from IOSCO’s On-Line Library at www.iosco.org. The

online version of the list of public comments includes hyperlinks to the comment letters themselves.

3

Fundamentals is to promote investor protection by safeguarding the integrity of the

rating process. IOSCO members recognize that credit ratings, despite their numerous

other uses, exist primarily to help investors assess the credit risks they face when

making certain kinds of investments. Maintaining the independence of CRAs vis-àvis

the issuers they rate is vital to achieving this goal. Provisions of the Code

Fundamentals dealing with CRA obligations to issuers are designed to improve the

quality of credit ratings and their usefulness to investors. These provisions should not

be interpreted in ways that undermine the independence of CRAs or their ability to

issue timely ratings opinions.

Like the IOSCO CRA Principles, the objectives of which are reflected herein, the

Code Fundamentals are also intended to be useful to all types of CRAs relying on a

variety of different business models. The Code Fundamentals do not indicate a

preference for one business model over another, nor are the measures described

therein designed to be used only by CRAs with large staffs and compliance functions.

Accordingly, the types of mechanisms and procedures CRAs adopt to ensure that the

provisions of the Code Fundamentals are followed will vary according to the market

and legal circumstances in which the CRA operates.

Structurally, the Code Fundamentals are broken into three sections and draw upon the

organization and substance of the Principles themselves:

? The Quality and Integrity of the Rating Process;

? CRA Independence and the Avoidance of Conflicts of Interest; and,

? CRA Responsibilities to the Investing Public and Issuers.

TERMS

The Code Fundamentals are designed to apply to any CRA and any person employed

by a CRA in either a full-time or part-time capacity. A CRA employee who is

primarily employed as a credit analyst is referred to as an “analyst.” For the purposes

of the Code Fundamentals, the terms “CRA” and “credit rating agency” refer to those

entities whose business is the issuance of credit ratings for the purposes of evaluating

the credit risk of issuers of debt and debt-like securities.

For the purposes of the Code Fundamentals, a “credit rating” is an opinion regarding

the creditworthiness of an entity, a credit commitment, a debt or debt-like security or

an issuer of such obligations, expressed using an established and defined ranking

system. As described in the CRA Report, credit ratings are not recommendations to

purchase, sell, or hold any security.

THE IOSCO CODE OF CONDUCT FUNDAMENTALS FOR CREDIT RATING AGENCIES

As described in the IOSCO CRA Principles, CRAs should endeavor to issue opinions

that help reduce the asymmetry of information that exists between borrowers and debt

and debt-like securities issuers, on one side, and lenders and the purchasers of debt

and debt-like securities on the other. Rating analyses of low quality or produced

4

through a process of questionable integrity are of little use to market participants.

Stale ratings that fail to reflect changes to an issuer’s financial condition or prospects

may mislead market participants. Likewise, conflicts of interest or other undue

factors – internal and external – that might, or even appear to, impinge upon the

independence of a rating decision can seriously undermine a CRA’s credibility.

Where conflicts of interest or a lack of independence is common at a CRA and hidden

from investors, overall investor confidence in the transparency and integrity of a

market can be harmed. CRAs also have responsibilities to the investing public and to

issuers themselves, including a responsibility to protect the confidentiality of some

types of information issuers share with them.

To help achieve the objectives outlined in the CRA Principles, which should be read

in conjunction with the Code Fundamentals, CRAs should adopt, publish and adhere

to a Code of Conduct containing the following measures:

1. QUALITY AND INTEGRITY OF THE RATING PROCESS

A. Quality of the Rating Process

1.1 The CRA should adopt, implement and enforce written procedures to ensure

that the opinions it disseminates are based on a thorough analysis of all

information known to the CRA that is relevant to its analysis according to

the CRA’s published rating methodology.

1.2 The CRA should use rating methodologies that are rigorous, systematic,

and, where possible, result in ratings that can be subjected to some form of

objective validation based on historical experience.

1.3 In assessing an issuer’s creditworthiness, analysts involved in the

preparation or review of any rating action should use methodologies

established by the CRA. Analysts should apply a given methodology in a

consistent manner, as determined by the CRA.

1.4 Credit ratings should be assigned by the CRA and not by any individual

analyst employed by the CRA; ratings should reflect all information known,

and believed to be relevant, to the CRA, consistent with its published

methodology; and the CRA should use people who, individually or

collectively have appropriate knowledge and experience in developing a

rating opinion for the type of credit being applied.

1.5 The CRA should maintain internal records to support its credit opinions for

a reasonable period of time or in accordance with applicable law.

1.6 The CRA and its analysts should take steps to avoid issuing any credit

analyses or reports that contain misrepresentations or are otherwise

misleading as to the general creditworthiness of an issuer or obligation.

1.7 The CRA should ensure that it has and devotes sufficient resources to carry

out high-quality credit assessments of all obligations and issuers it rates.

When deciding whether to rate or continue rating an obligation or issuer, it

5

should assess whether it is able to devote sufficient personnel with sufficient

skill sets to make a proper rating assessment, and whether its personnel

likely will have access to sufficient information needed in order make such

an assessment.

1.8 The CRA should structure its rating teams to promote continuity and avoid

bias in the rating process.

B. Monitoring and Updating

1.9 Except for ratings that clearly indicate they do not entail ongoing

surveillance, once a rating is published the CRA should monitor on an

ongoing basis and update the rating by:

a. regularly reviewing the issuer’s creditworthiness;

b. initiating a review of the status of the rating upon becoming aware of

any information that might reasonably be expected to result in a rating

action (including termination of a rating), consistent with the

applicable rating methodology; and,

c. updating on a timely basis the rating, as appropriate, based on the

results of such review.

1.10 Where a CRA makes its ratings available to the public, the CRA should

publicly announce if it discontinues rating an issuer or obligation. Where a

CRA’s ratings are provided only to its subscribers, the CRA should

announce to its subscribers if it discontinues rating an issuer or obligation.

In both cases, continuing publications by the CRA of the discontinued rating

should indicate the date the rating was last updated and the fact that the

rating is no longer being updated.

C. Integrity of the Rating Process

1.11 The CRA and its employees should comply with all applicable laws and

regulations governing its activities in each jurisdiction in which it operates.

1.12 The CRA and its employees should deal fairly and honestly with issuers,

investors, other market participants, and the public.

1.13 The CRA’s analysts should be held to high standards of integrity, and the

CRA should not employ individuals with demonstrably compromised

integrity.

1.14 The CRA and its employees should not, either implicitly or explicitly, give

any assurance or guarantee of a particular rating prior to a rating

assessment. This does not preclude a CRA from developing prospective

assessments used in structured finance and similar transactions.

6

1.15 The CRA should institute policies and procedures that clearly specify a

person responsible for the CRA’s and the CRA’s employees’ compliance

with the provisions of the CRA’s code of conduct and with applicable laws

and regulations. This person’s reporting lines and compensation should be

independent of the CRA’s rating operations.

1.16 Upon becoming aware that another employee or entity under common

control with the CRA is or has engaged in conduct that is illegal, unethical

or contrary to the CRA’s code of conduct, a CRA employee should report

such information immediately to the individual in charge of compliance or

an officer of the CRA, as appropriate, so proper action may be taken. A

CRA’s employees are not necessarily expected to be experts in the law.

Nonetheless, its employees are expected to report the activities that a

reasonable person would question. Any CRA officer who receives such a

report from a CRA employee is obligated to take appropriate action, as

determined by the laws and regulations of the jurisdiction and the rules and

guidelines set forth by the CRA. CRA management should prohibit

retaliation by other CRA staff or by the CRA itself against any employees

who, in good faith, make such reports.

2. CRA INDEPENDENCE AND AVOIDANCE OF CONFLICTS OF INTEREST

A. General

2.1 The CRA should not forbear or refrain from taking a rating action based on

the potential effect (economic, political, or otherwise) of the action on the

CRA, an issuer, an investor, or other market participant.

2.2 The CRA and its analysts should use care and professional judgment to

maintain both the substance and appearance of independence and

objectivity.

2.3 The determination of a credit rating should be influenced only by factors

relevant to the credit assessment.

2.4 The credit rating a CRA assigns to an issuer or security should not be

affected by the existence of or potential for a business relationship between

the CRA (or its affiliates) and the issuer (or its affiliates) or any other party,

or the non-existence of such a relationship.

2.5 The CRA should separate, operationally and legally, its credit rating

business and CRA analysts from any other businesses of the CRA, including

consulting businesses, that may present a conflict of interest. The CRA

should ensure that ancillary business operations which do not necessarily

present conflicts of interest with the CRA’s rating business have in place

procedures and mechanisms designed to minimize the likelihood that

conflicts of interest will arise.

7

B. CRA Procedures and Policies

2.6 The CRA should adopt written internal procedures and mechanisms to (1)

identify, and (2) eliminate, or manage and disclose, as appropriate, any

actual or potential conflicts of interest that may influence the opinions and

analyses the CRA makes or the judgment and analyses of the individuals the

CRA employs who have an influence on ratings decisions. The CRA’s code

of conduct should also state that the CRA will disclose such conflict

avoidance and management measures.

2.7 The CRA’s disclosures of actual and potential conflicts of interest should be

complete, timely, clear, concise, specific and prominent.

2.8 The CRA should disclose the general nature of its compensation

arrangements with rated entities. Where a CRA receives from a rated entity

compensation unrelated to its ratings service, such as compensation for

consulting services, the CRA should disclose the proportion such non-rating

fees constitute against the fees the CRA receives from the entity for ratings

services.

2.9 The CRA and its employees should not engage in any securities or

derivatives trading presenting conflicts of interest with the CRA’s rating

activities.

2.10 In instances where rated entities (e.g., governments) have, or are

simultaneously pursuing, oversight functions related to the CRA, the CRA

should use different employees to conduct its rating actions than those

employees involved in its oversight issues.

C. CRA Analyst and Employee Independence

2.11 Reporting lines for CRA employees and their compensation arrangements

should be structured to eliminate or effectively manage actual and potential

conflicts of interest. The CRA’s code of conduct should also state that a

CRA analyst will not be compensated or evaluated on the basis of the

amount of revenue that the CRA derives from issuers that the analyst rates

or with which the analyst regularly interacts.

2.12 The CRA should not have employees who are directly involved in the rating

process initiate, or participate in, discussions regarding fees or payments

with any entity they rate.

2.13 No CRA employee should participate in or otherwise influence the

determination of the CRA’s rating of any particular entity or obligation if

the employee:

a. Owns securities or derivatives of the rated entity, other than holdings

in diversified collective investment schemes;

8

b. Owns securities or derivatives of any entity related to a rated entity,

the ownership of which may cause or may be perceived as causing a

conflict of interest, other than holdings in diversified collective

investment schemes;

c. Has had a recent employment or other significant business

relationship with the rated entity that may cause or may be perceived

as causing a conflict of interest;

d. Has an immediate relation (i.e., a spouse, partner, parent, child, or

sibling) who currently works for the rated entity; or

e. Has, or had, any other relationship with the rated entity or any related

entity thereof that may cause or may be perceived as causing a conflict

of interest.

2.14 The CRA’s analysts and anyone involved in the rating process (or their

spouse, partner or minor children) should not buy or sell or engage in any

transaction in any security or derivative based on a security issued,

guaranteed, or otherwise supported by any entity within such analyst’s area

of primary analytical responsibility, other than holdings in diversified

collective investment schemes.

2.15 CRA employees should be prohibited from soliciting money, gifts or favors

from anyone with whom the CRA does business and should be prohibited

from accepting gifts offered in the form of cash or any gifts exceeding a

minimal monetary value.

2.16 Any CRA analyst who becomes involved in any personal relationship that

creates the potential for any real or apparent conflict of interest (including,

for example, any personal relationship with an employee of a rated entity or

agent of such entity within his or her area of analytic responsibility), should

be required to disclose such relationship to the appropriate manager or

officer of the CRA, as determined by the CRA’s compliance policies.

3. CRA RESPONSIBILITIES TO THE INVESTING PUBLIC AND ISSUERS

A. Transparency and Timeliness of Ratings Disclosure

3.1 The CRA should distribute in a timely manner its ratings decisions

regarding the entities and securities it rates.

3.2 The CRA should publicly disclose its policies for distributing ratings,

reports and updates.

3.3 The CRA should indicate with each of its ratings when the rating was last

updated.

3.4 Except for “private ratings” provided only to the issuer, the CRA should

disclose to the public, on a non-selective basis and free of charge, any

9

rating regarding publicly issued securities, or public issuers themselves, as

well as any subsequent decisions to discontinue such a rating, if the rating

action is based in whole or in part on material non-public information.

3.5 The CRA should publish sufficient information about its procedures,

methodologies and assumptions (including financial statement adjustments

that deviate materially from those contained in the issuer’s published

financial statements) so that outside parties can understand how a rating

was arrived at by the CRA. This information will include (but not be limited

to) the meaning of each rating category and the definition of default or

recovery, and the time horizon the CRA used when making a rating

decision.

3.6 When issuing or revising a rating, the CRA should explain in its press

releases and reports the key elements underlying the rating opinion.

3.7 Where feasible and appropriate, prior to issuing or revising a rating, the

CRA should inform the issuer of the critical information and principal

considerations upon which a rating will be based and afford the issuer an

opportunity to clarify any likely factual misperceptions or other matters that

the CRA would wish to be made aware of in order to produce an accurate

rating. The CRA will duly evaluate the response. Where in particular

circumstances the CRA has not informed the issuer prior to issuing or

revising a rating, the CRA should inform the issuer as soon as practical

thereafter and, generally, should explain the reason for the delay.

3.8 In order to promote transparency and to enable the market to best judge the

performance of the ratings, the CRA, where possible, should publish

sufficient information about the historical default rates of CRA rating

categories and whether the default rates of these categories have changed

over time, so that interested parties can understand the historical

performance of each category and if and how rating categories have

changed, and be able to draw quality comparisons among ratings given by

different CRAs. If the nature of the rating or other circumstances make a

historical default rate inappropriate, statistically invalid, or otherwise likely

to mislead the users of the rating, the CRA should explain this.

3.9 For each rating, the CRA should disclose whether the issuer participated in

the rating process. Each rating not initiated at the request of the issuer

should be identified as such. The CRA should also disclose its policies and

procedures regarding unsolicited ratings.

3.10 Because users of credit ratings rely on an existing awareness of CRA

methodologies, practices, procedures and processes, the CRA should fully

and publicly disclose any material modification to its methodologies and

significant practices, procedures, and processes. Where feasible and

appropriate, disclosure of such material modifications should be made

prior to their going into effect. The CRA should carefully consider the

various uses of credit ratings before modifying its methodologies, practices,

procedures and processes.

10

B. The Treatment of Confidential Information

3.11 The CRA should adopt procedures and mechanisms to protect the

confidential nature of information shared with them by issuers under the

terms of a confidentiality agreement or otherwise under a mutual

understanding that the information is shared confidentially. Unless

otherwise permitted by the confidentiality agreement and consistent with

applicable laws or regulations, the CRA and its employees should not

disclose confidential information in press releases, through research

conferences, to future employers, or in conversations with investors, other

issuers, other persons, or otherwise.

3.12 The CRA should use confidential information only for purposes related to

its rating activities or otherwise in accordance with any confidentiality

agreements with the issuer.

3.13 CRA employees should take all reasonable measures to protect all property

and records belonging to or in possession of the CRA from fraud, theft or

misuse.

3.14 CRA employees should be prohibited from engaging in transactions in

securities when they possess confidential information concerning the issuer

of such security.

3.15 In preservation of confidential information, CRA employees should

familiarize themselves with the internal securities trading policies

maintained by their employer, and periodically certify their compliance as

required by such policies.

3.16 CRA employees should not selectively disclose any non-public information

about rating opinions or possible future rating actions of the CRA, except to

the issuer or its designated agents.

3.17 CRA employees should not share confidential information entrusted to the

CRA with employees of any affiliated entities that are not CRAs. CRA

employees should not share confidential information within the CRA except

on an “as needed” basis.

3.18 CRA employees should not use or share confidential information for the

purpose of trading securities, or for any other purpose except the conduct of

the CRA’s business.

4. DISCLOSURE OF THE CODE OF CONDUCT AND COMMUNICATION WITH

MARKET PARTICIPANTS

4.1 The CRA should disclose to the public its code of conduct and describe how

the provisions of its code of conduct fully implement the provisions of the

IOSCO Principles Regarding the Activities of Credit Rating Agencies and

the IOSCO Code of Conduct Fundamentals for Credit Rating Agencies. If a

CRA’s code of conduct deviates from the IOSCO provisions, the CRA

11

should explain where and why these deviations exist, and how any

deviations nonetheless achieve the objectives contained in the IOSCO

provisions. The CRA should also describe generally how it intends to

enforce its code of conduct and should disclose on a timely basis any

changes to its code of conduct or how it is implemented and enforced.

4.2 The CRA should establish a function within its organization charged with

communicating with market participants and the public about any

questions, concerns or complaints that the CRA may receive. The objective

of this function should be to help ensure that the CRA’s officers and

management are informed of those issues that the CRA’s officers and

management would want to be made aware of when setting the

organization’s policies.

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