Risk Management and
Regulatory Compliance
风险管理与合规
Asia Pacific Finance and Development Center
亚太财经与发展中心
World Bank Institute
世界银行学院
Alex Vanderpol
June 19, 2008
Compliance advises on compliance risk
合规对合规风险提出建议
Compliance risk is the risk of:
legal or regulatory sanctions,
material financial loss, or
harm to reputation
that a bank may suffer as a result of its failure to comply with
relevant laws, regulations, principles and rules, standards and codes
of conduct applicable to its activities, in letter and in spirit.
合规风险是指，由于未遵照适用于公司活动的相关法律、法规、原则、法则、行为规范与准则，公司可能会遭受法律或法规的制裁，物质上的财务损失，或者使声誉受损的风险。
Provide advisory and objective support 提供咨询和客观支持
Align with the business and help provide independent view and advice on the execution of strategy and on case-specific issues 根据公司业务，提供有关战略执行和具体案例方面的独立观点和建议
Understand strategy and business and apply this understanding in its risk-based approach to ensure that proportionate measures are taken to compliance issues and risk 理解公司战略和业务，并将这一理解应用于基于风险的方法，以此确保对合规问题和合规风险已采取了适当的措施
Implement business specific laws and regulations 实施与业务相关的法律法规
Provide guidance and support on issues related to laws and regulations 对与法律法规相关的问题提供指导与支持
Monitor the execution of initiatives and ensure all activities are compliant with relevant policies and procedures 监控倡议的执行情况，确保所有活动都遵照相关政策和程序
Assist management in managing risk to the business 协助管理层管理业务风险
Assist Management in identifying, measuring and mitigating compliance related risk 协助管理层发现、测量并减少合规风险
Partner with the business in monitoring level of risks to help achieve successful implementation of strategic initiatives 和业务一起监控风险水平，帮助公司成功实施战略倡议
Compliance provides a central role in monitoring delivery and minimising risk
合规在监控公司行为和使风险最小化上扮演着重要作用
Business is firstly responsible 业务部应负首要责任
Compliance is intended for support
合规意在为公司运营提供支持
Who is responsible for Compliance
谁该负责合规工作？
Key Compliance Areas:
关键的合规领域：
III. Market Conduct 市场行为
I. Client Acceptance and Anti-Money Laundering Policy
客户接受度与反洗钱政策(CAAML)
II. Dealing with Customers
与客户打交道
Client Acceptance and Anti-Money Laundering
客户接受度与反洗钱
Sanctions 制裁
Conflicts of Interest 利益冲突
Chinese Walls 中国墙
Market Abuse 市场滥用
IV. Other Compliance topics 其他合规话题
Personal Account Dealing Policy 个人账户处理政策
Gift Policy/ Bribery and Corruption 送礼政策/贿赂与腐败
Whistleblowing 揭发
When you need to Notify Compliance 何时需注意合规
Confidentiality 机密性
Communication & Marketing
沟通与营销
Client Classification 客户分类
Suitability 适宜
Appropriateness 得当
Record keeping 档案保管
I. Client Acceptance and Anti-Money Laundering (CAAML) Policy 客户接受度与反洗钱政策
KYC Know Your Customer 了解你的客户
Client Acceptance/Due Diligence 客户接受度/尽职调查
Money Laundering & Terrorist Financing 洗钱与恐怖份子筹资活动
Sanction 制裁
AML RISK 反洗钱风险
Geography 地域
Industry 行业
Product 产品
Client life Cycle
客户的生命周期
Exit?
退出？
2
3
1
Initial Risk Assessment:
Client Acceptance
And Know Your Customer
初始风险评估：客户接受度，了解你的客户
Ongoing Risk Assessment:进行中的风险评估：
Anti-Money Laundering CAAML/Sanctions反洗钱/制裁
Periodical
Risk Re-assessment
(or change in client
profile / incidental)
定期风险再评估（或客户情况/附带事件的变化）
交易监测
风险评估
核实
识别
风险再评估
关系考察
Know Your Customer:
了解你的客户：
Customer Identification allows the bank to have confidence in the integrity of the persons with whom they transact business
客户鉴别使得银行能相信与他们进行交易的人的诚信度
Requires employees to obtain information identifying their customers 要求员工获取鉴别客户的信息
Requires employees to verify that customers are who they say they are 要求员工核实客户资料的可靠度
These responsibilities continue throughout the life of our relationship with a customer and apply to every transaction
这些职责贯穿于我们与客户打交道的整个过程，适用于每次交易
Money Laundering & Terrorist Financing
洗钱及恐怖分子筹资活动
“Money Laundering” is the introduction of illegally gained assets into the legal financial system with the aim of concealing or disguising their true origin. “洗钱”是将非法获得的资产融入合法的金融体系中，目的在于隐瞒或者掩饰它们的真实来源。
Money Laundering generally takes place in 3 steps:
洗钱活动一般分三步进行：
Placement 放置
“the introduction of illegally gained assets into the legal financial system with the aim of concealing or disguising their true origin.” 将非法获得的资产融入合法的金融体系中，目的在于隐瞒或者掩饰它们的真实来源
Layering 移转
“the source of the illegally obtained funds is obscured through a succession of transfers and transactions to give them appearance of legitimacy” 通过连续转移和交易将非法获得的资金的来源模糊化，使它们看起来合法
Integration 整合
“In order that those same funds can eventually be made to re-appear as legitimate income.” 使这些资金最终以合法收入的身份再次出现
Examples of other sources for Money Laundering & Terrorist Financing
洗钱及恐怖分子筹资的其他来源举例
Drugs 毒品
Prostitution 卖淫
Illegal Workers (Human trafficking) 非法劳工（贩卖人口）
Fraud 欺骗
Theft 偷窃
Smuggling goods and/or arms 走私商品/武器
Tax Fraud 税务行骗
Counterfeiting Currency 伪钞
Kidnapping 绑架
Extortion 敲诈勒索
Illegal Gambling 非法赌博
Environmental Crimes 环境犯罪
Sanctions 制裁
Two major financial markets, the EU and the US, apply economic sanctions in certain cases against particular countries to support their foreign policy objectives. 在某些情况下，欧盟和美国两大金融市场对特定国家实施经济制裁来支持其外交政策
Violating EU or US sanction laws can put a bank’s customers at risk of incomplete transactions, frozen assets or criminal and civil penalties and expose our bank / employees to liability. 违反欧盟或美国的制裁法会将一家银行的客户置于不完全交易、冻结资产或者刑事和民事处罚的风险之中，使银行/雇员承受债务
Particular vigilance is needed when a transaction contains a so called CSI (Cuban Sudanese or Iranian) element. 当一个交易牵涉所谓的CSI（古巴、苏丹或伊朗）时，需要特别警惕
Vigilance is also needed when dealing with Myanmar.
和缅甸打交道时也要非常注意
Transaction Surveillance 交易监控
Transaction filtering
交易过滤
Filter pre-transaction cross-border activity to comply with OFAC, EU and other Sanctions (immediate action to prevent transactions from being processed)
滤除交易前的跨国活动以遵守外国资产管制处、欧盟及其他制裁（防止交易被处理的立即行动）
Transaction monitoring
交易监测
Monitor post-transaction activity to detect unusual behaviour which requires further analysis (observation and investigation after transactions happen); more subjective
监测交易后的活动以发现需要进一步分析的异常行为（交易发生后的观察与调查）；更主观
II. Dealing with Customers
与客户打交道
Confidentiality 机密性
Client Classification 客户分类
Suitability of Advice 建议的适宜性
Appropriateness 适当
Marketing Communication 营销沟通
Record Keeping 档案保管
Confidentiality 机密性
What information is confidential?
哪些信息是机密的？
All information related to a bank that has not been made public (including internal memos, policies, credit applications, employee and supplier data)
所有与银行相关的未公开的信息（包括内部备忘录、政策、员工及供应商资料）
All non-public information about existing and prospective clients 所有有关现有和潜在客户的非公开信息
Confidentiality and common sense
机密性与常识
Be careful with confidential documents in public places (same applies to laptops)
公共场合注意机密文档的处理（同样适用于笔记本电脑）
Be careful with conversations while in the presence of others (also on mobile phones)
有他人在场时（手机接听电话时）注意谈话内容的保密
Clear your desk at the end of your working day of any sensitive documents
工作日结束时注意清理桌面上的任何机密文档
Never share your user-id and password with others
不要和他人共用你的用户名和密码
BIG BANG! 大爆炸！
November 2007 2007年11月
MiFID MiFID
MiFID: Markets in Financial Instruments Directive:
Stringent NEW rules imposed on all Financial Institutions dealing with Customers and Markets in all EEA countries (EU + Norway, Liechtenstein and Iceland)
MiFID: 金融工具市场法规：
-对所有EEA国家（欧盟+挪威、列支敦士登、冰岛）中与客户和市场打交道的金融机构施加的严格的新规则
MiFID highest impact areas for ABN AMRO
MiFID对荷兰银行施加的最高影响领域
Client Classification: Determines the clients level of investment protection.
客户分类：决定投资保护的客户水平
Best Execution: Getting the client the best result which could
be a combination of price/cost/speed of execution, etc…
最佳执行：为客户获得最佳结果，可能是价格、成本、执行速度等的组合
Marketing and Communication: Must be clear, fair and not misleading.
营销与沟通：必须清楚、公正、不具误导性
Appropriateness: (Non advised Services) Making sure (by carefully
recording) that the client understands the products and the related risks
适当性：（非咨询的服务）（通过仔细记录）确保客户明白产品及相关风险
Suitability: Advise the client’ what suits the clients best interests given their:
适宜性：向客户建议什么是最适合他们的最佳利益的，依据：
Investment purpose 投资目的
Assets 资产
Income 收入
Risk appetite 风险喜好
MiFID Classification: What types of clients do we deal with? And why is it important to classify them?
MiFID分类：我们与哪些类型的客户打交道？为什么客户分类很重要
Size and experience
规模和经验
Level of Protection 保护水平
Large Companies
大公司
Small Companies
小公司
Regulated Firms
规管公司
Individuals
个人
Retail零售
Professional专业
Eligible counterparty
符合条件的对手
Terminology 术语
Suitability适宜度
Appropriateness合适度
Non Advised Services 非咨询服务
Advisory
Services
咨询服务
Does each transaction meet the client’s objectives and risk profile?
每次交易都达到了客户的目标和风险概况了吗？
Does the client understand the risks of the products being sold?
客户明白出售的产品的风险吗？
Appropriateness – Information required
合适度 – 信息必须的
Owed to ‘Professional’ and ‘Retail’ clients 归功于专业和零售客户
Assess: 评估：
Knowledge and experience 知识与经验
Can be assumed for professional clients but only in relation to those products/services or transactions for which we have classified them as professionals (unless you understand the risks).
可以推测专业客户的知识与经验，但是仅在有关产品/服务或者交易的方面
Appropriateness合适度
Non Advised Services 非咨询服务
Suitability 适宜度
Advisory
Discretionary
咨询酌情考虑
What if it is not appropriate and the client insists?
如果不合适而客户却坚持己见，怎么办？
Can you deal? 这个交易你能做吗？
Yes, so long as written warning is provided
可以，只要有书面警告
Suitability 适宜度
What is advice? 咨询建议是指？
Personal recommendation that is advice on investments (. buy/sell/hold)
对投资的个人建议（如购买、抛售、持有）
Presented as suitable for the person; or 适合于个人的，或者
Based on a consideration of the circumstances of the person 基于对个人请况的综合考虑的
Where the client can reasonably assume it is a recommendation 客户能将之当作建议的
Suitability 适宜度
Advisory
Discretionary
咨询酌情考虑
Owed to all advisory clients 归功于所有咨询客户
Appropriateness合适度
Non Advised Services 非咨询服务
Suitability of Advice 建议的适宜度
A bank may only give: 银行可能会给出：
- investment advice to a client or 投资建议，或者
- effect a discretionary investment transaction 影响任意的投资交易
when this is “suitable” given the client’s needs and personal circumstances.
只在这些建议适合客户的需求和个人情况时
Suitability must be assessed based on: 适宜度需根据以下条件来评估：
the information disclosed by the client, and/or 客户透露的信息，和/或
client information the bank reasonably should have been aware of. 银行应该注意到的客户信息
In case of non advice for a client, no suitability check needs to take place.
如果对客户没有做出任何建议，不需检查其适宜度
Suitability of Advice: Information from/to client
建议的适宜性：来自/给予客户的信息
Before the bank gives investment advice it must collect and retain sufficient
information from the client on: 在银行给出投资建议前，必须从客户那里收集并保留足够的如下方面的信息：
- his / its investment experience and knowledge of products and risks attached 投资经验和对产品及其风险的了解水平
- the investment objectives 投资目标
- the financial situation and personal circumstances 经济状况和个人情况
- the client’s risk appetite 客户的风险喜好
Also the client must be able to take an informed decision and therefore must be given
sufficient information on: 客户还需能够做出明达的决定，因此，必须给其足够的如下方面的信息：
- product characteristics including risk profile, pricing and costs
产品特征，包括风险概况、定价和成本
All information provided must be fair, clear and not misleading.
提供的所有信息需公正、明晰、不具误导性
Is this advice? 这是建议吗？
We have a number of market protection structured products. These can give the upside potential without the downside risk. Shall I send some term sheets through?
我们有一些保护收益的结构性理财产品。他们都具有成长潜力，没有下跌风险。给您一些资料单行吗？
Non advice
非建议
Advice
建议
In view of your current portfolio and risk appetite, I think the most appropriate investment would be one of our market protection structured products. These can give the upside potential without the downside risk. In terms of your current allocations I reckon that 50-60m would effect the shift in frontier that you want.
鉴于您目前的投资组合和您的风险喜好，我认为最适合的投资是我们的保护收益的结构性产品。他们能保持成长潜力，而没有下跌风险。您目前的配置方面，我想5000-6000万会得到您想要的最佳收益。
Non advice
非建议
Advice
建议
I remember our chat about airlines, a couple of weeks ago and the upside following the slide in oil. We think Blue Sky Airlines now have the right strategy in place and you should give them a go.
我记得几周前我们聊过航空公司，在石油股下跌后会有哪些上升行情。我们觉得Blue Sky航空公司实施的战略非常到位，您应该试一试这只股票
Non advice
非建议
Advice
建议
Keep records where advice is given
给出建议时请做好记录
The client’s financial objectives must be recorded 必须记录客户的理财目标
The advice must be recorded 必须记录给出的建议
The reasons why you consider the advice meets the client’s financial objective must be recorded 必须记录你为什么认为该建议满足客户的理财目标
Suitability适宜度
Non Advised Services 非咨询服务
Advisory
Portfolio Management 咨询服务：投资组合管理
Appropriateness合适度
III. Market Conduct 市场行为
Conflicts of Interest 利益冲突
Chinese Walls 中国墙
Control Room 控制室
Market Abuse 市场滥用
Conflicts of Interest 利益冲突
For example:例如：
personal / bank interest 个人利益/银行利益
bank interests / clients interest 银行利益/客户利益
- between clients 客户之间的利益
Manage conflicts of interest properly 妥善管理利益冲突
Be transparent and report internally 透明化，内部汇报
Reallocate responsibilities 重新分配职责
Inform client/ask consent if appropriate 如果适当，告知客户/征得客户的同意
Chinese Walls 中国墙
What are Chinese Walls? 什么是中国墙？
Barriers created to restrict or prevent movement of information within the bank, to help manage conflicts of interest and protect the confidentiality of client information.
为限制或防止信息在银行内流通而制造的障碍，帮助管理利益冲突，保护客户信息的机密性
What do they look like? 特征？
physical 物理上
organisational 组织上
procedural 程序上
operational 操作上
Chinese Walls
Private vs. Public side (Continued)
中国墙：私人方面VS.公共方面（续）
Commercial
Clients
商业客户
Global Clients
全球客户
Global Markets
Structured
Finance
全球市场结构性金融
Transaction
Banking
交易
Chinese Wall
Global Markets
Sales/
Trading
全球市场销售/交易
Global Markets
Research
全球市场研究
Private Side 私人方面
Public Side 公共方面
Information Barrier信息障碍
Chinese Walls (Continued)
中国墙（续）
In addition, Chinese Walls allow: 此外，中国墙允许：
some defence against allegations of misconduct 为不良行为辩护
maximisation of business opportunities across product lines by allowing us to perform many different roles at the same time 通过允许我们同时负责多种不同的职责来使各个产品线间的商业机会最大化
Examples: 举例:
Corporate Finance advises listed company on divestment of subsidiary
公司金融部对上市公司分拆子公司提供建议
Acquisition Finance advises three different bidders
收购金融部建议有三个不同的投标人
Credit Portfolio Management assesses debt capacity for fourth bidder
信贷组合管理部评估第四个投标人的债务能力
Proprietary Trading in trading in the stocks of the listed company
专有交易部对上市公司股票交易提供建议
Private Clients in providing investment advice on the listed company
私人客户部提供上市公司的投资建议
Control Rooms 控制室
A Control Room’s main functions: 控制室的主要功能：
Maintaining global marketing and watch lists
维持全球营销和观察清单
Maintaining global restricted trading lists
维持全球限制交易清单
Identifying potential conflicts of interest
识别潜在的利益冲突
Clearing/recording Chinese Wall crossings and registering Insiders
理清/记录中国墙间的交叉，登记内部知情人
Pre-clearance of equity and fixed-income research
提前弄清楚股权和固定收益研究
Pre-clearance of certain transactions
预先清除某些交易
Market Abuse: Market Manipulation
市场滥用：市场操纵
Spreading false or misleading information about the market, or the price or value of an investment . spreading a rumour and false or misleading news through internet
散布错误的或者误导性的有关市场、投资价格或价值的信息
例如：通过英特网散布谣言或虚假新闻
Acting purely to influence the price of financial instruments
. manipulating the price at the closing of markets manipulating the price upward to show a higher portfolio value (usually around month-, quarter-, or year-end)
纯粹为影响金融工具的价格的行为
例如：操纵股市收盘价
操纵价格的上升，显示更高的投资组合价值（一般在月末、季度末或年末时）
Doing transactions that create the impression of greater supply and/or demand than exists in reality . doing trades with no economic basis, undertaken simply to give the illusion of activity (manipulation of volume)
做交易以制造比实际更大的供给和/或需求的印象
例如：做没有经济基础的股票买卖，仅仅是为了给予活动频繁的假象（操纵交易量）
Market Abuse: Insider dealing
市场滥用：内幕交易
Inside information is information that is: 内幕信息是指：
Precise (about an event or circumstances that have occurred or can reasonably be expected to occur)
准确（关于已发生的，或者预计很可能发生的事件或情况的准确信息）
Not generally available / Not obtainable by analysis or research
通常无法获得/不能通过分析或研究获得
If it were made public, it would probably affect the price or value of the company / industry sector involved
如果公之于众，很可能会影响有关公司/行业的价格或价值
It includes information which could relate to:它包括有关以下几方面的信息：
Issuers of financial instruments 金融工具的发行者
Transferable securities 可转让证券
Commodities or 商品或者
Client Orders 客户订单
Market Abuse: Insider dealing (Continued)
市场滥用：内幕交易 （续）
Anyone in the possession of inside information may not:
任何拥有内部信息的人不可以：
Must not improperly pass the inside information on to someone else 不能将内部信息不当地传达给他人
Buy or sell financial instruments of issuers for your own or a banks economic advantage
为自己或者银行的经济利益购买或销售发行人的金融工具
Recommend or induce another person to do either of the above
建议或者劝诱他人做以上任一件事情
Other Compliance topics
其它合规问题
Personal Account Dealing Policy个人账户交易政策
Gift Policy 礼品政策
Bribery and Corruption 贿赂与腐败
Whistleblowing 检举揭发
Personal Account Dealing Policy
个人账户交易政策
Why?原因?
Buying or selling securities while in the possession of confidential price sensitive information (inside information) is a criminal offence in most jurisdictions.在很多辖区, 在掌握机密的价格信息(内部信息)的情况下买卖证券构成犯罪行为。
Taking advantage of information that an employee gets in the performance of his or her duties in a bank for personal gain is unacceptable. 银行员工利用职务之便获取私利是违法行为。
The appearance of insider trading must also be avoided. 必须避免内幕交易的现象。
Disclosure and transparency
信息披露和透明度
All securities accounts of staff and their connected parties must be disclosed.
所有员工及关联方的证券账户信息必须披露。
A bank must be able to monitor transactions against submitted requests for approval.
银行必须能够按照提交的审批需求对交易进行监督。
Pre-Approval, Minimum Holding Period, Restricted Trading Lists
事先批准，最短持有期，限制交易名单
Staff Members and connected parties must ask pre-approval from their line-manager and / or Compliance departments. 员工及其关联方必须得到直线经理/合规部门的事先批准。
Transactions may only be reversed after 28 days have elapsed (28 day holding period). 超过28天方可进行回购。（28天持有期）
Mutual funds are not bound to the 28 day holding period but intraday trading (24 hours) is never permitted
共同基金不受28天持有期的限制，但严禁日间（24小时）交易。
There can be trading done in securities on restricted trading lists 列入限制交易名单里的证券交易也可以进行。
Acceptance of gifts 礼品接受
Gifts or legacies must not be accepted from customers or suppliers.禁止收取客户或供应商赠送的礼品或遗赠品。
Excessive or abnormal entertainment must also be viewed in this light.禁止超常或非正常招待活动。
If a gift can not be refused or returned, it may be
accepted provided that it is: 如果礼品无法拒收或退还，在下列情况下可以接收：
not in the form of cash非现金形式
not given in the expectation of a payback 无获取回报的目的
of nominal value only仅有票面价值
Gift Policy 礼品政策
Presentation of gifts 礼品赠送
Gifts to customers, suppliers, government officials or intermediaries must not be presented as a way of gaining economic or political advantage.
不能为获取经济利益或政治利益而向客户、供应商、政府官员或中介机构赠送礼物。
As an exception, gifts of nominal value may be presented:
例外情况：具有票面价值的礼品可以作为
as a courtesy 礼尚往来
for promotional purposes 宣传用途
special occasions where a “Bank” gift may be appropriate 特殊场合，“银行”礼物比较适合的情况下赠送。
Gift Policy 礼品政策 (Continued)（续）
Bribery 行贿
Bribery is defined as: 行贿的定义是
offering 送礼
suggesting 行贿暗示
paying 给予他人财物
or authorising 或授权他人从事上述行为
a payment to someone for their or another’s personal gain with the intention either to motivate active or passive deviation from a duty or to secure the performance of a duty. 行贿是指出于让他人履行职责或使他人主动或被动违背职守的目的，以谋取个人不正当利益而给予他人财物的行为。
Corruption 腐败
Effects of Corruption on Business
腐败对商业活动的影响
Causes damage to reputation, which, in turn, causes loss of confidence in the market 损害企业形象，从而导致市场信心下降
Increases uncertainty in business 不确定因素增多
Increases costs 成本升高
Hampers international trade 阻碍国际贸易
Reduces investment投资减少
Whistleblowing Policy 检举政策
What this policy does? 此政策的目的？
Ensure that all staff can whistleblow (even anonymously), on (suspected) criminal or unethical conduct 确保所有员工可检举（即使是匿名检举）（嫌疑）犯罪人员或不道德行为。
How? 具体方式？
by encouraging staff to make disclosure of criminal or unethical conduct 鼓励员工揭发犯罪行为或不道德行为
by providing the means for staff to make those disclosures (private email addresses and phone numbers) 为员工提供检举的途径（秘密邮件地址和电话号码）
by ensuring that disclosures will be treated with discretion and utmost confidentiality 保证检举材料得到谨慎和机密的处理
by explicitly protecting the individual who makes a disclosure in good faith 明确保护进行正义检举的个人
Employees should notify Compliance when they:
下列情况下，员工应注意合规问题：
Are connected with a transaction where you have reasonable grounds to suspect that the counterparty and/or client is engaged in insider dealing or price manipulation. 涉及某交易，该交易中，你有充足理由怀疑对方和/或客户涉嫌内部交易或价格操纵。
Suspect transactions to involve money laundering and/or financial crime怀疑涉嫌洗钱和/或金融犯罪的交易
Suspect incorrect pricing of positions – . mismarking. 疑为头寸定价错误—如计价错误
Suspect false or misleading valuations to customers, etc. 怀疑向顾客传递了错误或误导的评估信息
Are aware of trading limits being deliberately exceeded. 知道超出交易额度是蓄意而为
Are aware of activities intended to mislead the Bank, our customers, or the regulators. 了解某些故意误导银行、客户或监管方的行为
Find your position conflicted or are faced with a potential conflict of interest. 发现你的岗位有利益冲突或面临潜在的利益冲突
See any gift, or proposed gift, is given to a government or regulatory official or employee who is either directly or indirectly associated with the Bank’s business. 发现向政府、监管工作人员或与银行业务有直接或间接联系的员工送礼的行为或送礼的企图
Employees are expected to notify Compliance when they: (continued…)
下列情况下，员工应注意合规问题：（续）
See a significant complaint made by a client and it has not been dealt with to the satisfaction of the client. 目睹客户的重大抱怨没有得到满意的处理。
Are in receipt of inside information which is not in accordance with the Bank’s policies and procedures 收到不符合银行政策及程序的内幕消息
Are aware of a breach of the Personal Account Dealing rules. 知道违反个人账户交易规则的行为。
Background to the enormous surge of Compliance in 2004-2005:
Also Indicate the example of costs of non-compliance that ABN AMRO faced in the US.
ABN AMRO signed a written agreement in July 2004 with US bank regulators concerning its New York branch US dollar clearing activities.
ABN AMRO conducted a data mining exercise on the US dollar clearing operations at the New York branch. This exercise uncovered compliance issues in the ABN AMRO Office in Dubai. In response, ABN AMRO initiated a Remedial Action Programme covering Supervisory Board and Managing Board Actions, as well as Group Compliance Actions.
On 19 December 2005, ABN AMRO received a sanction of a cease and desist order, including a civil penalty of almost 80 million euro. Next to that, ABN AMRO must to continue to implement improvements in its oversight and compliance programs.
Detailed mandates of Compliance: (Mention a few points you feel comfortable with)
1. To identify, measure and assess compliance risks
To pro-actively identify, measure and assess the impact of compliance risk generated internally (by our businesses, structures, products and employees) and externally (by actual or proposed changes to the regulatory environment, and by assessing changes in the interpretation by regulators of existing regulation)
2. To assist in managing and mitigating compliance risks
To develop appropriate and proportionate compliance-specific written policies, standards and procedures to facilitate compliance with relevant external regulations which reflect the bank's compliance risk appetite where necessary
3. To educate and train our employees in compliance matters
To provide a comprehensive training program on compliance-related matters to our compliance staff and business partners
4. To monitor key compliance activities and report appropriately to management
To develop and implement effective compliance-monitoring programs targeted to the business and the own compliance function
5. To co-ordinate and assist in the management of our relationship with regulators
6. To provide an annual compliance program
To create and agree with our business partners on an annual program of compliance activities designed to meet the bank's compliance obligations
To agree with Senior Management and the business that sufficient resources are available to Group Compliance in order to carry out its responsibilities effectively
Stress that everyone in the bank is responsible for compliance.
The United Nations estimates that organised crime generates USD trillion each year, . USD 1,500,000,000,000. As you can see, laundering the proceeds of illegal activity is big business.
What kind of illegal activities should we think of?
Money Laundering The introduction of illegally gained assets (. sale of drugs, revenues from fraud) into the financial system with the aim of concealing or disguising their true origin. The individuals attempt to conceal and legitimate the proceeds of illegal assets. The individuals wants to “wash away” any sign of the dirty origins of the funds.
Terrorist Financing The financial support, in any form, of terrorism or of those who encourage, plan or engage in it.
ABN AMRO is – as a global institution – vulnerable to Money Laundering and Terrorist Financing since:
We have a presence in over 60 countries.
We offer a wide range of products and services, . wholesale banking, retail banking, asset management and transaction banking products and services.
We serve many different types of clients, including institutional, corporate, retail and high net worth clients.
Illegal activity can occur in any jurisdiction where we conduct business. Money launderers may attempt to use our Bank to move illegally obtained funds through global channels in order to give them the appearance of legitimacy.
Here the speaker mentions that our CAAML policy revolves around different types of monitoring activities in the client life cycle.
1. Client Acceptance: The first point refers to the new client take-on process where the bank follows stringent Client Acceptance and Know Your Customer KYC checks. Clients are risk assessed depending on their geographic location, the type of industry they operate in, and what products the bank has sold.
The risk level will affect the attention level we will have to pay for each client.
Ongoing risk assessment: you look at exceptions in client activity. Filtering of transactions against sanction lists to prevent unlawful activity and monitoring transactions to analyse unusual activity.
Ongoing risk assessment means that you are looking at our clients behavior and their counterparties
2. Transaction Surveillance:
Transaction Filtering: Pre-transaction review of cross-border payments to comply with OFAC and EU sanctions (Swift transactions filtering) The system we use is Vergasoft)
Requires immediate action to prevent a transaction from happening
Transaction Monitoring: Post-transaction review of client activities to detect unusual behaviour which requires further analysis (the system used is called Mantas)
Concerns observation and investigation of client activities which may happen long after transactions have occurred.
The source of illegally obtained funds is obscured through a succession of transfers and transactions in order that those same funds can eventually be made to reappear as legitimate income
Terrorist Financing is the financial support, in any form, of terrorism or those who encourage, plan or engage in it. The common trait between money laundering and terrorist financing is concealment.”
ABN AMRO tries to limit money laundering by performing Transaction Monitoring.
How can violations of sanctions impacts you and the bank?
Impact the bank’s ability to do business
Damage the bank’s reputation
Result in fines and other penalties
Potentially give rise to criminal penalties
ABN AMRO uses Transaction Filtering to keep unwanted transactions from being processed if they are matched with any of the Sanctions list.
Ongoing risk assessment means that you are looking at our clients behavior and their counterparties
Transaction Filtering
Pre-transaction review of cross-border payments to comply with OFAC and EU sanctions (Swift transactions filtering) The system we use is Vergasoft)
Requires immediate action to prevent a transaction from happening
Transaction Monitoring
Post-transaction review of client activities to detect unusual behaviour which requires further analysis (the system used is called Mantas)
Concerns observation and investigation of client activities which may happen long after transactions have occurred
.
Background
Confidentiality is central to what we do as a bank, and is crucial to our clients’ trust in us.
Clients provide us with information in the expectation that it will be kept confidential and will be used solely for the business purpose for which it was provided. Therefore, we (ABN AMRO or its staff) may not use that information in another capacity for our own benefit.
Both as an organisation and as individuals, we must maintain the confidentiality of any information we obtain in the course of our work. All our employees should be aware that breaches in confidentiality or the use of confidential information for personal purposes are serious offences that may lead to disciplinary action – including dismissal.
Speaker will share 1-2 examples picked up but also encourage the audience to share experiences.
Presenters in Non EEA countries can still cover the remaining slide but making the notification that the contents do not apply by law.
1. Clients can be classified as:
- retail, professional or even eligible counterparties
Whereby the level of protection requirements depend on the understanding by the client of the:
- relationship between risk and reward and
- knowledge of financial instruments available in the market
As the level of understanding increases, the level of protection reduces.
2. Classification for existing clients is being managed centrally Procedures for classifying new clients, post MiFiD will be deployed
In case of opting up:
Written request from client
ABN gives clear written warning of protections lost
Client agrees in writing (in separate document to contract)
Clients may “Opt down” in order to seek a higher level of customer protection or “Opt up” to get access to a wider range of services and products. ABN AMRO may agree or refuse.
Depending on the client (classification), investment services and products provided, suitability and appropriateness tests will be performed.
Suitability and Appropriateness
The three client profiles determine what “duty of care” must be applied in terms of determining the suitability or appropriateness of the services and/or products that are provided. Before we go through what must be applied to whom and when we will first explore the
meaning of “testing” suitability and appropriateness.
Suitability
Suitability must be “tested” ( considered) when investment services related to advisory or discretionary services such as investment advice or portfolio management are provided.
Appropriateness
Appropriateness must be “tested” when other investment services are provided to a client. Testing appropriateness merely determines if a certain product or service is considered appropriate for a particular client given the client’s expertise and knowledge of the product at hand.
How must Appropriateness be tested?
To be able to determine if a client has sufficient expertise and knowledge of a product the following information is needed:
Level of appropriate education and/or relevant employment
Previous experience of the instrument in terms of nature, volume and frequency of the client’s transactions executed in the past.
What is not advice?
Neutral information
Market colour and commentary
Research
What is advice in practical terms?
Recommendations based on your knowledge of the clients investment objectives, or
Recommendations based on your knowledge of a client . their portfolio, previous transactions, fund strategy, previous trading behaviour, or
Hedging advice, or
Recommendations in connection with structured transactions
This is not an exhaustive list
Where you consider you are not giving advice say you are not giving advice
How must Suitability be tested?
When providing a client with investment advice. Does the advice meet a sufficient level ofunderstanding by the client and match the needs of that particular client. Identical questions need to be answered if investmentdecisions are made for a client based on discretionary portfolio management.
To be able to determine if a particular advice matches a client’s need we will need to know its:
Investment objectives (incl. investment horizon, and the clients risk profile/appetite)
Financial situation
Knowledge and experience of the products and services provided
Challenge the audience with the next 3 slides to see if they have understood what an advice is and how it related to our obligations to our customers.
Suitability Assessment procedures may vary desk-by-desk and will be deployed with the agreement of the GM business
Record keeping requirement -5 years
Key Questions:
Who is the client?
What is my relationship with the client?
Is the client placing reliance on me?
A staff member in the exercise of their duties must act fully in the interest of ABN AMRO. All situations whereby a personal interest factor may conflict or may be detrimental to the interest of the Bank must be avoided as much as possible. Because of the wide range of financial services we provide across ABN AMRO, situations arise everyday where one of our legitimate interests competes or conflicts with one or more different operating activities, or with the interest of our Group, our employees or our clients. In certain circumstances, we will be acting for different clients with competing interests. Where such conflicts of interest arise, we follow the compliance procedures and controls created to handle these. It is required to report such a situation to the manager and/or a client. In most situations to avoid even the slightest appearance that a personal interest may have compromised the staff members unbiased position a representative and defendant of the banks’ position, responsibilities will be reallocated to a staff member who does not have such personal interest.
Examples personal interest/Bank interest:
Staff member involved in a transaction with a corporate client whereby the staff member is a major shareholder
Staff member involved in a transaction (including the negotiation of conditions) with a relative or personal friend.
Examples conflict of interest between clients:
As a bank with a large client base situations may occur whereby ABN AMRO advises or plays a role regarding a transaction of two or more different clients with a competing interest. As to this the saying applies that indicates: “One can not serve two masters at the same time”. The way to solve this is to have the ABN AMRO staff member only serve the interest of one client while letting the other client be served by another person/department or geography. In many cases the client must be informed before taking on the assignment that other clients may be served by AAB as well with a competing interest.
Example: AAB advises a client on selling a particular business while another client is interested in buying this business. The AAB representative can not advise/serve both clients at the same time.
Banking regulations require us to implement and demonstrate controls, ensuring that (confidential) information held in one area of the bank is not disclosed to another part.
One method for doing this is to create internal ‘Chinese Walls’ between relevant areas, to control the way (confidential) information is treated and moved around.
Physical: separation of office locations (. dealing rooms and investment advisory, asset management and corporate finance)
Organisational: If the risk of breaches is considered too high, we might even consider putting these in a separate legal entity (. private equity)
Procedural: policies, procedures, business processes
Operational: separate data storage, separate computer drives
Here the presenter makes the distinction between the public and private side of a Chinese wall, not to be confused with an information barrier.
Ask the audience between which of the above disciplines Chinese Walls should be in place and why.
Clearly a Chinese wall needs to be in place between Corporate Finance and Acquisition Finance as these departments serve opposite parties, . the seller and potential buyers. The same between Corporate Finance and Credit Portfolio management as CPM is serving a fourth bidder. Still. also a Chinese Wall needs to be in place between CPM and Acquisition Finance as there is conflict between the bidders.
Then a Chinese Wall needs to be in place that separates the “Information side” from the “Trading” side. Corporate Finance, Acquisition Finance and Credit Portfolio Management have information related to a listed company that most likely is not public and also price sensitive. If it would flow to Proprietary Trading or Private Clients, it will give rise to a conflict of interest breach. Furthermore, we need to establish a wall between Proprietary Trading and Private Clients.
If the audience has paid good attention they will recognise that there is a conflict of interest between clients in Acquisition Finance while the clients are in competition with each other to acquire the same company. The only solution is that Chinese Walls will be raised within the department where each team will need to be assigned to only one client.
So what do we do to prevent accidents?
Our main functions are:
Maintaining the Global Marketing and Watch Lists
Maintaining the Global Restricted Trading List
Identifying potential conflicts of interest
Recording Chinese Wall Crossings and registering Insiders
Pre-clearance of Equity and Fixed Income Research
Pre-clearance of certain transactions (DSSG, PMG)
Clean, orderly and efficient markets are considered paramount to maintain investors’ confidence in the capital markets around the world.
Inefficient markets are not attractive to investors and so are difficult for issuers of financial instruments to raise capital. The result of this will be that the cost of capital will rise and economic growth will suffer.
We must not encourage or help a client – or anyone else – to behave in a way that prevents the proper operation of market forces, or cooperate with anyone engaging in such behaviour. All EU member states had to implement legislation based on the EU Market Abuse Directive of October 12th 2004, covering these matters.
Most EU countries have implemented by the summer of 2005.
The market abuse legislation covers:
All listed / traded investments, including securities and financial and commodity derivatives
Any related instruments or products, . all forms of derivatives whether traded on or off an exchange
“Grey Market” dealings
Derivatives refer to instruments like options, futures, forwards, swaps, contracts for differences,
Grey Markets dealings refers to dealings in instruments that are not traded officially yet but where trading effectively has started already.
DISSEMINATION OF FALSE INFORMATION
Dissemination of false information: “Which gives, or is likely to give, false or misleading signals as to financial instruments, including the dissemination of rumours and false or misleading news where the person who made the dissemination knows, or ought to have known that the information was false or misleading”
A rumour may only be passed on if it is clearly indicated as being a rumour which may be true or false. Starting a rumour is definitely prohibited.
Also do not forget to indicate that:
Front-running / dealing ahead of Research or customer orders likely to be considered to be ‘abusive behaviour’
Knowledge of a large customer/counterparty order can constitute inside information. Placing and having an order executed prior to the execution of a client order is called “Front running” and also considered “Abusive behaviour”.
If a number of brokers are specifically appointed it is crucial to establish an agreement that Country Compliance is provided on a daily basis with records of all transactions executed for accounts held under our PAD regime.
Connected parties are:
spouse or (registered) partner with whom you share a home or co-habitee
children under 18 years under full education and where staff member is financially responsible
staff members as controlling director (holding one third or more of a company)
staff member exercising degree of control
Line Manager plus Compliance Officer Approval:
Corporate Finance:
Corporate Equity Services
Client Coverage
Private Equity
FI Equity Partners
FM Research
Risk, Audit (WCS) Compliance
What we expect from Line Manager when giving approval is that they satisfy themselves that the staff member is not in position of confidential or price sensitive information on the security in question.
Background
From time to time, you may be offered gifts by existing or potential clients or suppliers. Such gifts include invitations for entertainment events such as dinners, tickets to sporting events, show, theatre and concerts. There is a clear risk that these gifts may cause a conflict of interest. For example, if the client then asks us to approve a loan or give a favourable interest rate. Therefore, we have a formal Gifts and Entertainment Policy. Outline the three elements of the policy on acceptance of gifts.
However, sometimes there is a need for flexibility in how we apply the policy. In some cultures, refusing a gift would be regarded as rude. There may also be circumstances where returning the gift would be impractical or impossible. In these circumstances, exceptions apply provided that a number of requirements are met. Outline the conditions.
Transparency again as in any (potential) conflict of interest situation is key.
Report gifts received that are not meeting the conditions outlined to the manager and solve the issue together!
The Gift policy brings us to our Anti corruption and Bribery policy
A similar treatment is required for:
Sponsorships
Charitable donations
Ex-gratia payments
All ABN AMRO staff and entities are prohibited from:
Offering or suggesting a bribe, or authorising the offer or suggestion of a bribe.
Paying bribes
Soliciting or accepting a bribe to influence a decision, to obtain an unauthorized access to confidential information , or to commit or omit to do an act, whether or not the outcome would have been the same without the bribe
Using another party do to any of the above.
Using vendors or suppliers that do not have high standards on bribery and corruption
Processing funds known to be, or reasonably suspected of being proceeds of bribery or corruption
Breaking the rules may result in serious disciplinary action against any concerned employee(s).
Employees can be the first to realise that something is wrong in the workplace, but they may feel that they cannot express their concerns because:
they feel it might be disloyal to their colleagues
they feel it might be disloyal to ABN AMRO
they are concerned that they may suffer detriment as a result of making a disclosure under this policy.
Whistleblowing is important to us because our integrity is important. At ABN AMRO we want all our employees to remain constantly alert, and to feel that there are no barriers preventing them from flagging important integrity issues and suspected malpractices.
Examples of malpractice might include fraud, insider trading or breaches of client confidentiality.
This policy is designed to ensure that employees who in good faith report a case of (suspected) criminal or unethical conduct will not be regarded as disloyal or suffer such detriment.
As the policy explains, all reports of suspected wrongdoing will be dealt with confidentially, and any person attempting to harrass or victimize you for making a reasonable disclosure will be severely dealt with through the disciplinary process.
First ask the audience. The read listed are those occasions when you have an obligation to notify Compliance. Notifying Compliance should not be exclusive of notifying others, for example your manager and/or HR, but you do have a personal responsibility to ensure you notify Compliance when: (Read the list on the presentation)
If in any doubt, report it. Making a report to Compliance is an opportunity to discuss and explore the relevant facts or circumstances with a Compliance Officer so that the appropriate action can be taken.
