March 2014
This Transparency Report is published in accordance with Article 12 and Annex I, Section E.III of the EU Regulation on Credit Rating Agencies ((EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended by Regulation (EU) No 513/2011 of the European Parliament and of the Council of 11 May 2011 and as amended by Regulation (EU) No. 462/2013 of the European Parliament and of the Council of 21 May, 2013 (hereinafter referred to as the EU Regulation)). It provides information on the operations of Fitch Ratings in the EU for the fiscal year ending December 2013. 1
Table of Contents 1. Legal Structure and Ownership... 3 2. Internal Control Mechanisms Ensuring the Quality of Credit Rating Activities... 5 3. Information on Allocation of Staff... 10 4. Record Keeping Policy... 14 5. Outcome of the Annual Internal Review of the Compliance Function... 15 6. Management and Rating Analyst Rotation Policy... 16 7. Information on Revenue... 22 8. Governance Statement... 23 2
1. Legal Structure and Ownership Legal Structure The Fitch Ratings group of companies established in the EU are listed below. Each of these companies is incorporated in accordance with applicable national law and registered under the EU Regulation. 1. Fitch Ratings Limited - established in England 2. Fitch Ratings CIS Limited - established in England 3. Fitch France S.A.S. - established in France 4. Fitch Deutschland GmbH - established in Germany 5. Fitch Italia S.P.A. - established in Italy 6. Fitch Polska S.A. - established in Poland 7. Fitch Ratings España S.A.U. - established in Spain Fitch Ratings Limited operates largely in the United Kingdom, although it has branches in Sweden, Dubai, South Korea and Taiwan. Fitch Ratings CIS Limited operates solely via a branch office in Moscow. Each of the other companies listed has operations based entirely within its country of establishment. Ownership The only entity to hold a material stake in any of Fitch Ratings CIS Limited, Fitch France S.A.S., Fitch Deutschland GmbH, Fitch Italia S.P.A., Fitch Polska S.A. and Fitch Ratings España S.A. is Fitch Ratings Limited. In turn, the only entity to hold a material stake in Fitch Ratings Limited is Fitch Ratings, Inc., Fitch s American rating agency. a) Fitch Ratings Limited: ownership Fitch Ratings, Inc. 100% b) Fitch Ratings CIS Limited: ownership Fitch Ratings Limited 100% c) Fitch France S.A.S.: ownership Fitch Ratings Limited 100% d) Fitch Deutschland GmbH: ownership Fitch Ratings Limited 100% e) Fitch Italia S.P.A.: ownership Fitch Ratings Limited 97%, Fitch Ratings, Inc. 3% f) Fitch Polska S.A.: ownership Fitch Ratings Limited 100% g) Fitch Ratings España S.A.U.: ownership Fitch Ratings Limited 100% Fitch Ratings Limited is 100% owned by Fitch Ratings, Inc. Fitch Ratings, Inc., in turn is 100% owned by Fitch Group, Inc., a holding company, which in turn is 50% indirectly owned by Fimalac S.A. of France and 50% indirectly owned by the Hearst Corporation of the US. Fimalac S.A. is a holding company listed in Paris. It operates in the financial services sector through Fitch Group, Inc. the parent company of Fitch Ratings, Inc. It is also present in the real estate sector, mainly through North Colonnade Ltd (the owner of an office building in London). Alongside these businesses, Fimalac is developing diversified investments, mainly through its Fimalac Développement subsidiary. It maintains its ownership interest in the Fitch Group, Inc. through Fimalac Services Financiers, a holding company. 3
The Hearst Corporation is a privately held diversified media and information company in the US. Its major interests include ownership of magazines, newspapers, cable networks, television broadcasting, internet and marketing services businesses, TV production, newspaper features distribution, and real estate. It maintains significant holdings in automotive, electronic and medical/pharmaceutical business information companies. It retains its ownership interest in the Fitch Group, Inc. through Hearst Ratings II, Inc., a single purpose subsidiary. 4
2. Internal Control Mechanisms Ensuring the Quality of Credit Rating Activities I. Introduction This document describes the internal control activities and tools of Fitch Ratings, Inc. (FRI), and each of FRI s subsidiaries that issue ratings under the trade name of Fitch Ratings, including Fitch Ratings (Thailand) Ltd and Fitch Ratings Lanka Ltd (together, Fitch ). The Boards of both FRI and Fitch Ratings Limited (FRL), which are the seniormost credit rating agencies within Fitch Group each operate according to a governance charter and supporting board procedures. The board-level reviews set forth with the relevant procedures are conducted on behalf of the entire FRI group of companies that operate using the Fitch Ratings name. Where necessary in accordance with applicable local law supplemental reviews are conducted by the board of the relevant Fitch subsidiary. II. Policy Framework All Fitch policies and procedures, and any subsequent amendments to such policies and procedures, are designed to be consistent with Fitch s Code of Conduct, which incorporates the global best practices outlined in the IOSCO Code of Conduct Fundamentals for Credit Rating Agencies, and to comply with the regulations issued by the various governmental entities worldwide that regulate Fitch. During the policy formulation stage, input is gathered from all relevant constituents within Fitch including, where appropriate, the senior management of the Analytical Rating Groups, the Credit Policy Group (CPG), the Legal Group, the Global Operations Management Group (GOM) and the Global Compliance Group (GCG). Once the proposals are finalised, they are subject to review and approval or amendment in accordance with Fitch s written procedures. Fitch s policies pertaining to the Code of Ethics are also subject to review and approval by the FRI and FRL boards. The objectives that the Internal Control Framework is intended to serve include adherence to the following policies and procedures: Fitch s Code of Ethics, which includes the Code of Conduct and policies addressing the management of conflicts of interest. Internal ratings process manuals, which provide detailed instruction regarding the ratings creation process. Criteria management policies, which govern the development, application and testing of Fitch s analytical criteria. Policies setting forth the obligations and operations of CPG. III. Levels of Control Control is exercised by the following bodies: Directly by the supervisors within the analytical groups, supported by GOM and the applications that facilitate the ratings process and dissemination of ratings. CPG led by the Chief Credit Officer. GCG. Executive Management. 5
Board of Directors of FRI and FRL. Fitch s core control functions GCG, GOM and CPG are operated at a regional, rather than local, level with staff based in Fitch s New York and London offices providing support and oversight to all of the offices within the FRI organizational structure. In addition, GCG has a Compliance Officer in Moscow supporting Fitch Ratings CIS Limited and a Compliance Officer for Brazil and Mexico located in Brazil and supporting Fitch s Latin American subsidiaries. CPG has a Regional Credit Officer, residing in Hong Kong to support the Asia/Pacific region. IV. The Analytical Groups and Global Operations Management The overall responsibility to ensure that Fitch s policies and procedures are followed rests with the senior managers of the individual groups within Fitch (Global Group Heads of the analytical groups and Regional Group Heads at a geographical/jurisdictional level). These managers receive support from GOM, which provides certain policy training and develops applications and management reports to measure compliance and support managers monitoring and review of the overall compliance of their respective groups with applicable policies and procedures. V. The Credit Policy Group CPG is independent of the analytical rating groups and includes Group Credit Officers, Regional Credit Officers, a Director for Model Management and a Credit Market Research team. CPG is responsible for ensuring that rating criteria are appropriate and consistently applied across analytical groups. As such, CPG serves as a risk assessment function with respect to Fitch s analytical work. In fulfilling these responsibilities, the Regional and Group Credit Officers: Aggregate risks across ratings by focusing on risk identification coordination across sectors and regions. Conduct portfolio reviews for quality control, ratings performance and comparability. Use developing trends in issuance volumes, product innovations, or structural change to appropriately and constructively raise awareness of potential disconnects from current approaches. Link rating trends with current fundamentals, macro-economic developments and analytically defined expectations by industry or sector. Monitor that analytical groups are addressing new developments with an appropriate sense of urgency and rigor. Report on and make recommendations in certain cases. Develop and nominate areas of topical research that can be used to frame priorities or identify the next potential credit market development. Ensure sensitivity analysis and/or forecasts are utilized in each group where appropriate to help ensure that ratings are forward looking. Oversee the analytical criteria review and approval process. Analytical groups are responsible for proposing suitable criteria that supports ratings. Members of CPG review and approve methodologies and models used in rating analysis. Leverage participation in various committees and discussions to ensure new or developing issues are shared and addressed across rating groups. 6
Separately, the Credit Market Research team within CPG conducts regular transition and default studies to monitor the performance of Fitch s ratings over time and across analytical sectors and geographical regions. CPG developed and manages a training program Fitch Credit Academy to provide a formal structure to developing and assessing the knowledge and skills analysts need to be effective in their jobs evaluating credit. The program consists of two levels of training: the first level introduces fundamental credit concepts and the second level consists of ten specialized curricula that are designed to develop the relevant knowledge and skills appropriate for each business analytical group, sector and region, as applicable. Fitch Credit Academy is initially targeting Analysts and Associate Directors. VI. The Global Compliance Group Compliance with Fitch s policies is monitored by the GCG. The group is responsible for assessing compliance with Fitch s policies and procedures pertaining to ratings assigned using Fitch s international rating scales, including Fitch s Code of Conduct and related policies concerning conflicts of interest. The group is headed by the Chief Compliance Officer, who is assisted by the Deputy Chief Compliance Officer. The Chief and Deputy Compliance Officers monitor and assess Fitch s compliance with its policies on an on-going basis by a variety of methods including reviewing reports produced by four functions as described below within GCG and reports generated via Fitch s Violations Reporting (whistle blower) line. As necessary, Compliance staff follows up with the appropriate managers to address any issues identified. The Chief and Deputy Compliance Officers also have responsibility for ensuring that appropriate reviews are conducted in response to possible breaches of Fitch s policies. The core responsibilities of the four teams within GCG are set forth below: Regulatory Compliance: works with members of Fitch s in-house Legal Group, CPG, and GOM to support the incorporation into Fitch s policies and procedures the obligations set forth in all applicable regulations over international ratings. Regulatory Compliance is responsible for preparing new applications for registration/recognition and for ensuring that Fitch meets all regulatory reporting obligations that it faces with respect to its international scale ratings. This team also conducts regular email reviews of Fitch's staff to identify cases of policy non-compliance. Personal Conflicts Monitoring: monitors compliance with Bulletin 13: Worldwide Confidentiality, Conflicts of Interest and Securities Trading Policy via regular monitoring of employee trading activities, outside interests and other potential conflicts. This Group refers an identified potential conflict to the employee s manager for resolution. This group may conduct special reviews. Compliance Audit: The worldwide compliance audit program is risk based and includes audits of analytical groups and functional audits, which span a variety of groups. The results of each compliance audit are detailed in an audit conclusion memo provided to senior management of the audited group, executive management, and the boards of FRI and FRL. Compliance Monitoring: Reviews throughout the year certain management reporting produced and used by other groups within Fitch. Compliance Monitoring will identify relevant reports and metrics that will augment the periodic 7
monitoring and testing performed by Compliance Audit in accordance with its Annual Audit Plan. Compliance Monitoring will provide its analysis to the Compliance senior staff. This group may conduct special reviews. VII. Executive Management and Board Oversight The Boards of both FRI and FRL, which are the senior-most credit rating agencies within Fitch Group Inc. each operate according to a governance charter and supporting board procedures to ensure that each respective board has oversight of all Fitch policies and procedures related to the (i) creation, maintenance and enforcement of policies and procedures for determining credit ratings, (ii) creation, maintenance and enforcement of policies and procedures for addressing, managing and disclosing conflicts of interest, (iii) effectiveness of the internal control system with respect to policies and procedures for determining credit ratings and (iv) compensation and promotion policies and practices of Fitch. A schedule for implementation of the board procedures has also been adopted. The board-level reviews set forth with the relevant procedures are conducted on behalf of the entire FRI group of companies that operate using the Fitch Ratings name. VIII. Technological Structure of Internal Control Mechanisms Each of GOM, CPG and GCG utilizes various forms of technology and tools to carry out its respective responsibilities. In addition, Fitch s Information Technology group manages the technology infrastructure for Fitch globally. A. Global Operations Management Develops and maintains applications and procedures to implement rating policies consistently across regions and analytical groups. Develops and maintains applications and procedures to document the rating process, including the committee process. Provides management reporting for managers to review compliance with rating policies and procedures. B. Credit Policy Group Utilizes a database of criteria and models to measure compliance with review policies and procedures. Participates in the approval process of criteria and models. Provides and reviews management reporting to review compliance with rating policies and procedures. Reviews complaints pertaining to the analytical process C. Global Compliance Group The Regulatory Compliance function maintains a database of regulations applicable to international scale ratings that permits the function to track compliance of Fitch policies and procedures with regulatory requirements. The Compliance Audit function reviews and tests compliance by various Fitch groups with policies and procedures, contributing to enhancements in Fitch s internal control structure. The Personal Conflicts Monitoring function utilizes a securities monitoring system to review employee personal securities transactions for compliance with confidentiality and conflict of interest policies. 8
D. Information Technology Manages access control for folders, files and applications for compliance with confidentiality and conflict of interest policies. Manages data security (e.g., computer and network security) for compliance with confidentiality policies. Maintains and monitors infrastructure including desktops, networks and data centers required for ongoing operations. Manages and tests business continuity and disaster recovery plans. Develops and maintains custom applications required to support core ratings activities, such as workflow systems, analysis and surveillance systems, publishing and document management systems. 9
3. Information on Allocation of Staff The tables below detail the total number of employees for each EU entity, as at the end of the fiscal year ending December 31, 2013, identifying: a) The number of analytical staff employed within the ratings groups who work on new credit ratings and credit rating reviews (including supervisors) b) The total number of analytical staff employed within the Credit Policy Group and therefore responsible for methodology or model appraisal c) The total number of analytical supervisors within both the ratings groups and the Credit Policy Group d) The total number of global group heads the senior-most managers of each analytical group, including the Global Analytical Head that these individuals report into. e) The total number of support staff Fitch France S.A.S Analytical staff employed within rating groups 30 Analytical staff employed within CPG 0 Total Analytical Staff 30 Of which Corporates 16 Of which Structured Finance 7 Of which Sovereign and International Public Finance 7 Of which analytical supervisors (i.e. Senior Director or above) 13 Of which global group heads 0 Total Support Staff 18 Total Staff 48 Fitch Deutschland Gmbh Analytical staff employed within rating groups 29 Analytical staff employed within CPG 0 Total Analytical Staff 29 Of which Corporates 10 Of which Structured Finance 17 Of which Sovereign and International Public Finance 2 Of which analytical supervisors (i.e. Senior Director or above) 8 Of which global group heads 0 Total Support Staff 17 Total Staff 46 10
Fitch Italia S.p.A Analytical staff employed within rating groups 22 Analytical staff employed within CPG 1 Total Analytical Staff 23 Of which Corporates 9 Of which Structured Finance 11 Of which Sovereign and International Public Finance 2 Of which analytical supervisors (i.e. Senior Director or above) 8 Of which global group heads 0 Total Support Staff 9 Total Staff 32 Fitch Polska S.A. Analytical staff employed within rating groups 10 Analytical staff employed within CPG 0 Total Analytical Staff 10 Of which Corporates 6 Of which Structured Finance 0 Of which Sovereign and International Public Finance 4 Of which analytical supervisors (i.e. Senior Director or above) 2 Of which global group heads 0 Total Support Staff 6 Total Staff 16 Fitch Ratings Espana S.A.U. Analytical staff employed within rating groups 18 Analytical staff employed within CPG 0 Total Analytical Staff 18 Of which Corporates 5 Of which Structured Finance 8 Of which Sovereign and International Public Finance 5 Of which analytical supervisors (i.e. Senior Director or above) 7 Of which global group heads 0 Total Support Staff 12 Total Staff 30 11
Fitch Ratings CIS Ltd Analytical staff employed within rating groups 33 Analytical staff employed within CPG 0 Total Analytical Staff 33 Of which Corporates 27 Of which Structured Finance 0 Of which Sovereign and International Public Finance 6 Of which analytical supervisors (i.e. Senior Director or above) 3 Of which global group heads 0 Total Support Staff 21 Total Staff 54 Fitch Ratings Ltd (Inc. branches) Analytical staff employed within rating groups 241 Analytical staff employed within CPG 16 Total Analytical Staff 257 Of which Corporates 135 Of which Structured Finance 85 Of which Sovereign and International Public Finance 21 Of which analytical supervisors (i.e. Senior Director or above) 66 Of which global group heads 3 Total Support Staff 206 Total Staff 496 Further information on senior management can be found in section 6 of this report. Notes to the Tables: 1. Analytical supervisors are defined as those analytical employees holding a title of Senior Director or above. Quorum requirements for ratings committees require at least one analyst with a title of Senior Director or above to be present. 2. Fitch does not maintain separate surveillance teams with respect to its corporate or public finance groups in Europe. Thus, the analytical staff in these areas work on both assigning new ratings and monitoring existing ones. In addition, while Fitch has historically maintained a separate structured finance surveillance group within Europe, which is based in London, simple segmentation between surveillance and new transactions analysts would be misleading as Fitch is increasingly running some groups on a fungible basis. As such, it is not appropriate to classify our structured finance analysts purely as new deal or surveillance analysts. 12
3. New methodologies or models, and amendments to existing methodologies or models that would have a material impact on a given set of ratings are required under Fitch policy to be reviewed by a Peer Review Committee. While senior analysts from across the analytical groups participate in this process, only staff drawn from the Credit Policy Group are permitted to vote on the final outcome. 4. Fitch has five global rating group heads worldwide that report to one global analytical head. Each of these individuals has global responsibility for one or more rating product areas as follows: 1) corporate finance; 2) global infrastructure, United States public finance and international public finance; 3) banks, insurance and fund and asset management; 4) sovereigns; and 5) structured finance and covered bonds. 13
4. Record Keeping Policy Fitch has in place global file maintenance and record-keeping policies and practices that are designed, collectively, to ensure that it maintains adequate records in accordance with all applicable laws and regulations including, but not limited to, the EU Regulation. The two main policies that are applicable to Fitch s rating-related records the File Maintenance and Recordkeeping Policy for Analysts, and the File Maintenance and Recordkeeping Policy for the Business and Relationship Management Group are published on Fitch s public website, and can be found by selecting the Code of Ethics link from any page on the website. A link to these documents is provided below. http://www.fitchratings.com/web/en/dynamic/about-us/code-of-ethics-and-conduct.jsp Additional details regarding the exact content of the information that must be included in certain documents referenced in the File Maintenance and Recordkeeping Policy for Analysts such as rating committee minutes are contained in internal manuals that provide detailed procedural guidance on the rating process. Other non-analytical groups, such as the Accounts Group, maintain separate internal recordkeeping policies. Collectively, these policies and procedures require that, among other things, Fitch maintains records for a period of at least five years that cover: (a) for each rating decision, the identity of the analysts participating in the determination of the credit rating, the identity of the committee chair, information as to whether the credit rating was solicited or unsolicited, and the date on which the credit rating action was taken; (b) records relating to fees received from each rated entity or related third party, or any user of ratings; (c) records of each subscriber to Fitch s credit ratings or related services; (d) records documenting the established procedures and methodologies used by Fitch to determine credit ratings; (e) the internal records and files, including non-public information and work papers, used to form the basis of any credit rating decision taken; (f) credit analysis reports, private credit rating reports and internal records, including non-public information and work papers, used to form the basis of the opinions expressed in such reports; (g) records of the procedures and measures implemented by Fitch to comply with any applicable regulation; and (h) copies of internal and external communications, including electronic communications, received and sent by Fitch and its employees in relation to credit rating activities. 14
5. Outcome of the Annual Internal Review of the Compliance Function Two reviews of the Compliance Group were conducted in 2013: i) a follow up audit to the 2012 review of the Regulatory Compliance function, and ii) an audit of certain responsibilities of the Compliance Monitoring function. Details of the responsibilities of both Regulatory Compliance and Compliance Monitoring can be found in Section 2 of this Transparency Report (Internal Control Mechanisms Ensuring the Quality of Credit Rating Activities). Details of the 2012 review of Regulatory Compliance can be found in the Transparency Report published in March 2013. The follow up audit of Regulatory Compliance was conducted to determine if management actions provided in response to the 2012 audit had been implemented. The review focused on three management responses with targeted completion dates between October 1, 2012 and March 31, 2013. The audit found that all three management responses scheduled to be implemented had been completed. These actions related to enhancements to recordkeeping around regulatory requirements. The follow up audit identified one additional area where the allocation of responsibilities within Fitch concerning the review of certain regulatory requirements, and the maintenance of records with respect these requirements could be more clearly documented. Regulatory Compliance is in the process of addressing this additional finding. The scope of the audit of Compliance Monitoring focused on the function s responsibilities with respect to regular scheduled monitoring activities and the documentation supporting this process, with a review period of December 1, 2012 to April 30, 2013. The results found that Compliance Monitoring generally complied with policy requirements. However, opportunities for improvement were identified relating to the documentation underpinning Compliance Monitoring s activities. Compliance Monitoring is in the process of making certain enhancements to its procedures and related templates in response to the audit recommendations, and the management responses provided will be subject to a follow up audit to ensure that all such actions are implemented in accordance with the commitments provided. 15
6. Management and Rating Analyst Rotation Policy Management Fitch maintains separate legal entities in the UK, France, Germany, Italy, Spain and Poland largely for fiscal reasons. In maintaining separate legal entities, Fitch complies with all local corporate law requirements as well as the applicable corporate governance requirements of the EU Regulation. Thus, each of Fitch Ratings Limited, Fitch Ratings CIS Limited, Fitch France S.A.S., Fitch Deutschland GmbH, Fitch Italia S.P.A., Fitch Polska S.A. and Fitch Ratings España S.A.U. is set up in a manner consistent with the applicable local corporate law. The individual board members of each of our EU companies are identified within the tables provided as part of Section 8 of this report. Separate from the board members, each of Fitch s smaller EU credit rating agencies - Fitch Ratings CIS Limited, Fitch France S.A.S., Fitch Deutschland GmbH, Fitch Italia S.P.A., Fitch Polska S.A. and Fitch Ratings España S.A.U. has an office head who has day-to-day responsibility for the smooth functioning of the office. These office heads are members of the global Business and Relationship Management Group and, as such, have no analytical responsibilities. They report to the head of EMEA Corporate and Public Finance Business and Relationship Management, who is based in London. The organisation of Fitch s analytical management is not structured around our corporate organisation. Each of the analytical staff employed within Fitch s EU subsidiaries reports to a regional group head, in some cases through a series of line managers. The regional rating group heads report ultimately to a global group head. Currently three of Fitch s five global rating group heads are based in London, and two are based in the United States of America. All five analytical global group heads report to a Global Analytical Head who is based in London. This individual reports to the President and CEO of Fitch Ratings, Paul Taylor, who is based in London. Fitch s core support functions including the Global Compliance Group and the Credit Policy Group are structured in a similar way, with local staff operating regionally and reporting to a regional group head, who in turn reports to a global head. Analyst Rotation The analyst Rotation Policy in effect with respect to Fitch s EU operations was developed to be consistent with the EU Regulation. It establishes, with respect to any EU credit rating agency with over 50 staff, maximum permissible time periods for covering a rated entity. As provided for within the EU Regulation, Fitch maintains an exemption from applying these requirements in full for Fitch France S.A.S., Fitch Deutschland GmbH, Fitch Polska S.A., Fitch Ratings España S.A.U. and Fitch Italia S.P.A. for practical reasons such as language considerations. 16
During the course of 2013, Fitch Ratings CIS Limited increased its headcount which meant it was no longer eligible to maintain the above exemption. Extracts from the current version of Fitch s analyst Rotation Policy that are applicable to Fitch s EU operations are reproduced in full below. Rotation Policy Effective Date: September 2 2013 Version: 9 Responsibility: Credit Policy Group A. General Principles 1. Fitch will apply the rotation of analysts in line with regulatory requirements in the relevant local jurisdiction. [ ] 3. This policy applies to all analysts working on International credit ratings and does not apply to Private Ratings, issuers with only National Ratings and any non-credit rating opinions, such as, for example, Market Implied Ratings, Asset Manager Ratings and Servicer Ratings. 4. The details of this policy differ for Structured Finance (RMBS, CMBS, ABS, ABCP, Structured Credit and Covered Bonds) and Corporate and Public Finance. Managers and analysts must refer to the Sections below for further details. B. Regions/Countries where analyst rotation applies and General Rotation Rules 1. Rotation will apply as outlined to analysts employed by Fitch companies in the following countries: Country Primary and Secondary Analyst Rotation Committee Chair Rotation Dubai EU Rules apply EU Rules apply France Regulatory Exemption in place EU Rules apply Germany Regulatory Exemption in place EU Rules apply Hong Kong No requirement until office exceeds 50 analytical staff and feasibility review concludes rotation is appropriate. Italy Regulatory Exemption in place EU Rules apply Japan Primary Analyst only Not applicable Korea EU Rules apply EU Rules apply Poland Regulatory Exemption in place EU Rules apply Russia EU Rules apply EU Rules apply No requirement until office exceeds 50 analytical staff and feasibility review Singapore concludes rotation is appropriate. Spain Regulatory Exemption in place EU Rules apply Not until analytical staff are employed in Sweden this office and then EU rules apply Taiwan EU Rules apply EU Rules apply United Kingdom EU Rules apply EU Rules apply No requirement until office exceeds 50 analytical staff and feasibility review concludes rotation is appropriate. No requirement until office exceeds 50 analytical staff and feasibility review concludes rotation is appropriate. Not until analytical staff are employed in this office and then EU rules apply 17
2. EU All Sov Ratings1 Length of Service All Sov Ratings All Unsolicited Ratings apart from Unsolicited Sov/IPF Ratings2 Period of no Service Length of Service All Unsolicited Ratings apart from Unsolicited Sov/IPF Ratings Period of no Service All Solicited Ratings apart from Solicited Sov/IPF Ratings Length of Service All Solicited Ratings apart from Solicited Sov/IPF Ratings Period of no Service Primary Analyst 4 years 2 years 4 years 2 years 4 years 2 years Secondary Analyst Committee Chair 5 years 2 years 5 years 2 years No rotation No rotation 7 years 2 years 7 years 2 years No rotation No rotation Primary and Secondary Analysts Analyst rotation applies as follows: 1. Primary analysts may remain in this role for a maximum of four years with respect to a Fitch rated entity. They must then take a minimum of two years away from covering the rated entity. 2. a) Secondary analysts, where subject to rotation as shown in the table in the EU section of this policy, may remain in this role for a maximum of five years with respect to a rated entity. They must then take a minimum of two years away from covering the rated entity. b) If the secondary analyst becomes the primary analyst at any stage, this person can serve four years as the primary analyst from the date of appointment to the role of primary analyst before taking two years away from the rated entity. This applies to solicited ratings apart from solicited Sovereign and IPF ratings. For all Sovereign and IPF ratings whether solicited or unsolicited and all other unsolicited ratings, an analyst who performs a primary analyst role at any time, can only spend a total of four years as an analyst for that credit. They must then take a minimum of two years away from covering the rated entity. 3. With respect to points 1 and 2 above, during the two year off period, the analyst may not perform credit rating activities which are defined as attending management meetings and voting at or chairing rating committees. Observer status at the rating committee is permitted (but there is no right to raise an internal rating appeal). This applies to all product areas affected except in the following circumstances: 1 Ratings of the EFSF and ESM are also included in the definition of sovereign and state. The legislation defines sovereign ratings as a State, regional or local authority of a State, debt instruments issued by those bodies or a special purpose vehicle for them, an international financial institution established by two or more states which mobilises funding and provides financial assistance to its members who are experiencing or threatened by severe financing problems. 18
a) Analysts who have the title of Managing Director Subject to the paragraph below, if such analysts are not performing a primary or secondary analyst role for a rated entity, they may attend management meetings without triggering rotation requirements. Committee Chairs 1. Chairs of rating committees, where subject to rotation as shown in the table in the EU section of this policy, may remain in this role for a maximum of 7 years. They must then take a minimum of two years away from the rated entity. During the two years off, they may not serve as the primary or secondary analyst, or as the committee chair. In addition, they may not attend management meetings or vote at rating committees. This applies to all product areas. This policy will apply in all Fitch entities incorporated in the EU and registered under the regulation. C. Application in the EU Corporate and International Public Finance 3 1. Analysts will rotate around rated entities. 2. From 2010, 50% of all primary analysts will be rotated after three years with respect to a rated entity and 50% after 4 years. This staggered rotation will continue beyond 2014 50% of primary analysts will rotate again by 2017 and 2018 respectively and so on 4. 3. In the situation where 50% of primary analysts rotate by 2013 there are occasions when a completely new analytical team is introduced in a given year. In these circumstances the prospective new primary analyst may attend the management meeting for training in the year before assuming the primary analyst role. Likewise that person may attend but not vote at the rating committee in the year before assuming the primary analyst role, for training purposes. 4. Fitch has not adopted a formal rule for the rotation of secondary analysts, where it applies as noted in the table above, except for the requirement that an analyst can serve for only five years as a secondary analyst or four years if the secondary analyst serves as a primary analyst at all during this period. 5. This policy shall be applied at the level of the issuer or rated entity, rather than at the level of a security. As such, Corporate and International Public Finance groups are not required to apply this policy separately to multiple securities that are issued by one issuer. 6. In cases where an issuer or rated entity has both National and International ratings, this policy shall be applied. 3 In the EMEA Corporate product area Primary Analysts are titled Supervising Analysts and Secondary Analysts are called Principal Analysts. Both have similar duties to Primary Analysts as described in this bulletin. Therefore both of these roles are limited to a maximum of four years in time subject to the phased rotation rules outlined in this bulletin. Neither of these roles is permitted to be five years in length. 4 A target of 45%-55% is considered to be compliance wherever 50% is mentioned in this policy. 19
D. Application in the EU Structured Finance 1. The rotation period will commence when the primary analyst s and secondary analyst s names (where applicable as noted in the table above) are entered in Structured Finance Work Centre (SFWC). The earliest date for the application of this policy is August 2010. 2. The party around which rotation must be applied will vary, depending on the nature of the transaction, as set forth below: a. Sole originator transactions 1. Primary and secondary analysts (where applicable as noted in the table above) must rotate around the originator of securitised assets where there is a sole originator in a transaction. 2. Primary analysts may remain in place for up to four years from 2010 after which they must have a minimum two years away from this originator. 3. There is not a formal rule for the introduction of rotation of secondary analysts (where applicable) other than the requirement that an analyst can serve for only five years as a secondary analyst or four years if the secondary analyst becomes the primary analyst at any point during this period. 4. A further test also applies; if this test is met, rotation must occur earlier: If the same originator and arranger (an arranger is defined as the financial institution which has arranged the transaction) act together on three different transactions in a twelve month period, then the primary and secondary analysts (where applicable) must be rotated away from the originator immediately. (The same definition is used for a sponsor of a Special Purpose Vehicle (SPV). The term arranger and sponsor are frequently used in Structured Finance and are used interchangeably in this policy.) 5. Surveillance analysts commence work on transactions from the date a transaction closes and may perform this role for up to four years. They shall rotate around the originator, unless there is no clear single originator in which case they shall rotate around the arranger or sponsor of the SPV whose securities have been rated or the entity which has made a shelf filing for that transaction. (A shelf filing is defined as an arrangement where the ability to issue securities is set up in advance of issuance so that securities can be issued when market conditions allow.) 6. Surveillance analysts who are analysing transactions as at the effective date of this policy may remain in place for up to four years from this date, after which they must have a minimum of two years away from the originator, sponsor or entity which has made a shelf filing, as the case may be. b. Multi originator transactions 1. Primary, secondary (where applicable) and surveillance analysts shall rotate around the arranger of the transaction or sponsor of the SPV. 2. They must do so on the same dates/time periods identified for sole originator transactions without the further rotation tests applied. 20
c. Captive transactions including multi-issuance vehicles 1. If the originator of the assets also arranges/structures the transaction the primary, secondary (where applicable) and surveillance analysts must rotate around the originator. 2. The rotation dates/time periods shall be the same as for sole originator transactions without the further rotation test applied. E. Committee Chairs in the EU in All Analytical Groups 1. The rotation period commences on the date of the first rating committee after the effective date of this policy, August 2010. This applies to both Corporate and Structured Finance. 2. 50% of committee chairs must step away from the chair role after six years and the remaining 50% of chairs must step away after seven years. 3. Chairs must have two years away from the entity as described in the respective Corporate and Structured Finance analyst sections in this policy after completing their period as chair. 4. Chairs will be determined by a formal selection process, consistent with the instruction provided in Section IX of the Rating Process Manual (RPM) for the relevant analytical group. 5. In Structured Finance: a. If a preliminary committee occurs for a transaction, the rotation period commences on the date of this preliminary committee. b. For sole originator transactions the same test as stated in section D 2 a 1 will apply. c. This means that chairs must rotate around the originator of securitised assets where there is a sole originator in a transaction. The test identified in section D 2 a 4 will not apply. For multi originator transactions the same tests will apply as for primary and secondary analysts (where applicable). This means that the chair shall rotate around the arranger/sponsor of the SPV. F. Independent Committee Members Globally In addition to the analyst rotation requirements contained within this policy, all rating committees must comply with all relevant instructions contained within the Rating Process Manual for the product areas. This includes instructions with respect to the participation of independent committee members at rating committees. 21
7. Information on Revenue Description of Business Activities Fitch s European business activities are based on the provision of independent analysis and rating opinions regarding a variety of risks in the financial markets. Such rating activities include the development and provision of analytical opinions using a number of rating scales, ratings-related data and peer analysis tools, rating models, surveillance products, research products and other analytical services. These scales, products and services all reflect Fitch s independent risk analysis. Fitch s rating opinions do not comment on the suitability of any particular type of investment or the appropriate level of risk for any user of these rating opinions. In preparing its rating opinions, Fitch is indifferent to the rating or assessment levels achieved and neither suggests nor cautions against individual target levels of rating or assessment. Consequently, Fitch does not provide advisory or consulting services to any entity. None of Fitch Ratings Limited, Fitch Ratings CIS Limited, Fitch France S.A.S., Fitch Deutschland GmbH, Fitch Italia S.P.A., Fitch Polska S.A. or Fitch Ratings España S.A. provides any ancillary services as defined by the EU Regulation. Thus, all revenue received by Fitch within the EU is derived from rating activities. Revenue The table below provides, for each of Fitch s EU registered companies, the revenue derived from rating activities during the 12 month fiscal period ended 31 December 2013. Total Revenue Corporate Total Finance Sovereign/IPF Structured Finance Fitch Ratings Ltd* (GBP, 000) 97,746 60,729 11,564 25,409 Fitch Ratings CIS Ltd (GBP, 000) 11,691 10,687 1,002 2 Fitch France S.A. (EUR, 000) 21,744 12,659 3,325 5,780 Fitch Deutschland GmbH (EUR, 000) 14,259 7,460 374 4,939 Fitch Italia SpA (EUR, 000) 11,565 6,277 1,699 3,589 Fitch Ratings España SA (EUR, 000) 13,194 7,491 1,123 4,181 Fitch Polska S.A. (PLN, 000) 15,549 12,651 2,785 32 Revenue Per Statutory Accounts Revenue derived in the EU Total Revenue Fitch Ratings Ltd* (GBP, 000) 91,223 97,746 Fitch Ratings CIS Ltd (GBP, 000) - 11,691 Fitch France S.A. (EUR, 000) 21,351 21,744 Fitch Deutschland GmbH (EUR, 000) 14,259 14,259 Fitch Italia SpA (EUR, 000) 11,565 11,565 Fitch Ratings España SA (EUR, 000) 13,194 13,194 Fitch Polska S.A. (PLN, 000) 15,549 15,549 *Includes Fitch Ratings Ltd. s branches 22
8. Governance Statement Corporate Governance Code Each of Fitch Ratings Limited, Fitch Ratings CIS Limited, Fitch France S.A.S., Fitch Deutschland GmbH, Fitch Italia S.P.A., Fitch Polska S.A. and Fitch Ratings España S.A.U. is set up in a manner consistent with the applicable local corporate law. The individual board members of each of our EU companies are identified in the tables that follow as part of Section 8 of this report. Fitch Ratings Limited, Fitch Ratings CIS Limited, Fitch France S.A.S., Fitch Deutschland GmbH, Fitch Italia S.P.A., Fitch Polska S.A. and Fitch Ratings España S.A.U., operate in accordance with their by-laws and all applicable laws and regulations, including the EU Regulation. Fitch is not aware of any external corporate governance code that applies to its EU companies. However, in 2011 Fitch Ratings Limited, the senior-most Fitch credit rating agency within the EU, adopted the Fitch Ratings Limited Governance Charter, along with supplemental procedures for implementing the responsibilities of the board of directors under the EU Regulation as set forth in the Governance Charter, and a schedule for the implementation of such procedures. The Governance Charter was adopted at the level of Fitch Ratings Limited because, as provided for within the EU Regulation, at the time of its application for registration under the Regulation, Fitch applied for an exemption from the requirement to appoint independent directors to each of Fitch Ratings CIS Limited, Fitch France S.A.S., Fitch Deutschland GmbH, Fitch Italia S.P.A., Fitch Polska S.A. and Fitch Ratings España S.A.U.. This request was based on the small size of these companies, the intra-regional nature of the analytical teams in these companies, and the fact that as Fitch adopts and applies global policies, procedures and methodologies, it wished to ensure that the implementation of these policies, procedures and methodologies would be assessed in the same manner across each of its EU companies in order to ensure a fully consistent application. Fitch was granted this exemption with respect to each of the companies listed. During the course of 2013, Fitch Ratings CIS Limited increased its headcount which meant it was no longer eligible to maintain the above exemption. In October 2013 the independent directors of the Fitch Ratings Limited board were also formally appointed to the board of Fitch Ratings CIS Limited. The independent directors on the Fitch Ratings Limited board undertake their oversight responsibilities with respect to Fitch s entire EU operations. To ensure that any entity-specific issues are adequately considered, joint board discussions in which the board members of each of Fitch s EU companies (including Fitch Ratings Limited) participate, are held ahead of each Fitch Ratings Limited board meeting. These discussions cover the topics scheduled for discussion within the Fitch Ratings Limited board procedures. 23
Relevant extracts from the Fitch Ratings Limited Governance Charter are reproduced in full overleaf. The sections of the Charter that have not been reproduced address specific details necessary to address the mission statement. 24
Excerpts from the Fitch Ratings Ltd. Board of Directors Governance Charter (as approved on 20 April 2011) I. Introduction This Governance Charter has been adopted by the Board of Directors (the Board ) of Fitch Ratings Ltd. (the Company or FRL ) to assist the Board in the exercise of its responsibilities under applicable law, including Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (the Regulation ). The provisions of this Governance Charter reflect the Board s commitment to the highest standards of corporate governance and regulatory compliance for global credit rating agencies. II. Mission Statement A. The primary responsibility of the Board is oversight of the management of the Company, in accordance with its fiduciary responsibilities and standards established by law. The Board has delegated responsibility for the day-today running of the Company to a senior management team of good repute and with sufficient skill and experience to ensure the sound and prudent management of the Company. In particular, as required by the Regulation, the Board will oversee, the following: 1. The establishment, maintenance and enforcement of policies and procedures which ensure the appropriateness, and independence from all political and economic constraints, of all credit rating activities. 2. The establishment, maintenance and enforcement of policies and procedures to identify, manage and disclose any conflicts of interest. 3. The effectiveness of the Company s internal control system with respect to compliance with the Regulation and in particular with the policies and procedures for determining credit ratings. 4. The compensation of the independent members of the Board and the Chief Compliance Officer. B. The Role of the Independent Directors In addition to the Independent Directors general duties to the Company, the Independent Directors shall monitor the following: III. The development of the credit rating policy and of the methodologies used by the Company in its credit rating activities. IV. The effectiveness of the internal quality control system of the Company in relation to credit rating activities. V. The effectiveness of measures and procedures instituted to ensure that any conflicts of interest are identified, eliminated or managed and disclosed. 25