Application for Registration as a Security-Based Swap Data Repository — Form SDR Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: SDR Application for Registration as a Security-Based HTML 14K
Swap Data Repository -- primary_doc.xml
32: EX-99.AA SDR Confidentiality of Data HTML 12K
33: EX-99.BB SDR Use of Data HTML 13K
34: EX-99.CC SDR Dispute Accuracy of Data HTML 15K
7: EX-99.D SDR Ddr Audit Committee Charter HTML 25K
6: EX-99.D SDR Ddr Board Code of Ethics HTML 33K
4: EX-99.D SDR Ddr Mission Statement and Bd Charter HTML 22K
5: EX-99.D SDR Ddr Principles of Governance HTML 22K
3: EX-99.D SDR Governance Arrangements HTML 18K
35: EX-99.DD SDR Calculation of Positions HTML 13K
9: EX-99.E SDR Dddr Articles of Org HTML 16K
8: EX-99.E SDR Formation HTML 11K
36: EX-99.EE SDR Sys Precautions - Mishandling of Data HTML 14K
10: EX-99.F SDR Organizational Structure HTML 13K
41: EX-99.GG SDR 900S Narrative HTML 14K
39: EX-99.GG SDR Credit Matrix HTML 76K
40: EX-99.GG SDR Equity Matrix HTML 104K
46: EX-99.GG SDR Guide to Sbsdr Svcs HTML 121K
38: EX-99.GG SDR Narrative to Credit, Rates, Equity Matrices HTML 20K
42: EX-99.GG SDR Rates Matrix HTML 63K
37: EX-99.GG SDR Sbsdr P and P Narrative HTML 13K
44: EX-99.HH SDR Ddr Rulebook - Current HTML 190K
45: EX-99.HH SDR Ddr Rulebook - Proposed Chgs HTML 204K
43: EX-99.HH SDR General Pol and Proc Narrative HTML 12K
15: EX-99.I SDR CNTRCT Ddr Annex I - Asset Mgrs HTML 45K
14: EX-99.I SDR CNTRCT Ddr Annex I - Non Asset Mgrs HTML 47K
13: EX-99.I SDR CNTRCT Ddr Repository User Agreement HTML 16K
17: EX-99.I SDR CNTRCT Ddr Third Party Provider Agmt HTML 24K
16: EX-99.I SDR CNTRCT Ddr Third Party Submitter Auth Supplement HTML 17K
18: EX-99.J SDR Conflict of Interest Narrative HTML 12K
47: EX-99.L SDR Dtcc Financials HTML 185K
19: EX-99.M SDR Fees HTML 15K
20: EX-99.U SDR Contracts for Services Provided Narrative HTML 12K
24: EX-99.U SDR Ddr Annex I - Asset Mgrs HTML 45K
25: EX-99.U SDR Ddr Annex I - Non Asset Mgrs HTML 47K
23: EX-99.U SDR Ddr Supplement to Non U.S. User Agreement HTML 14K
27: EX-99.U SDR Ddr Third Party Provider Agreement HTML 24K
26: EX-99.U SDR Ddr Third Party Submitter Auth Supp HTML 17K
22: EX-99.U SDR Ddr View Only User Agreement HTML 14K
21: EX-99.U SDR Dtcc Data Repository (U.S.) LLC Repository User HTML 16K
Agreement
28: EX-99.V SDR Access by Participants and Access to Data HTML 14K
29: EX-99.W SDR Persons Who Supply Swap Info HTML 11K
30: EX-99.X SDR Reqts to Reequest Access to Sbsdr Data by 3rd HTML 12K
Party
31: EX-99.Y SDR Prohibition or Limitation of Any Person Re Access HTML 13K
2: EX-99.A SDR SUMMARY Ownership Narrative -- Exhibita.xml HTML 12K
11: EX-99.G SDR Affiliates Narrative -- ExhibitG.xml HTML 11K
12: EX-99.I SDR SUMMARY Material Contracts Narrative -- HTML 15K
ExhibitI.xml
DTCC Data Repository (U.S.) LLC AUDIT COMMITTEE CHARTER
I Purpose
The Board of Managers (the "Board") of the DTCC Data Repository (U.S.) LLC (the "Company") has established an Audit Committee (the "Committee") to assist the Board in overseeing: (i) the integrity of the Company's financial statements and financial reporting; (ii) the overall effectiveness of the Company's control environment; (iii) the effectiveness of the Company's process for monitoring compliance with applicable laws, regulations and the code of ethics; (iv) the performance and coverage of the internal audit function; (v) the external auditor's independence, performance and coverage; (vi) legal, compliance and regulatory risks; and (vii) oversight of risk management.
II. Administrative Structure
Composition of the Audit Committee
The Audit Committee shall consist of three or more members of the Board of Managers of the Company, none of whom is an officer, or a salaried employee or a retired employee of the Company, or who otherwise does not satisfy any applicable independence requirements for the members of the Audit Committee. Members shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements. At least one member of the Audit Committee shall have accounting or related financial management expertise. Members of the Committee will serve at the pleasure of the Board.
In the event of a vacancy on the Committee, the Committee will continue to undertake its responsibilities, so long as the remaining Committee members are capable of satisfying the quorum requirement.
Committee Chairperson
The Chairperson of the Committee (the "Chairperson") shall be selected by the Board and shall serve at the pleasure of the Board. In the absence of the Chairperson at any meeting of the Committee, the Chairperson of the Committee shall designate a Committee member to serve as the Acting Chairperson.
Meetings
There shall be scheduled at least four meetings of the Committee annually, with additional meetings called as the Committee deems appropriate. Audit Committee members shall strive to attend, in person, each meeting of the Committee. Meetings of the Audit Committee shall be called by the Chairperson or his designee. The Audit Committee Chairperson shall prepare an agenda in advance of each meeting. Minutes of all meetings shall be maintained and made available to the full Board.
Quorum/Actions
Quorum at any Audit Committee meeting shall be a majority of the sitting Committee. All actions of the Audit Committee shall require a majority vote of all members of the Audit Committee; provided, however, that, in the event of a tie vote, the Chairperson shall have the deciding vote.
Staff Liaison
At the request of the Audit Committee, one or more officers of the Company shall be assigned to assist the Committee and to perform liaison functions between staff and the Committee. The Audit Committee may also require the attendance at any Committee meeting of any additional officers or employees of the Company as it deems appropriate.
The General Auditor, or his/her deputy, shall have a direct reporting line to the Chairperson of the Committee and is responsible for assisting the Committee as needed in the performance of its duties.
III. Authority
The Audit Committee's job is one of oversight, recognizing that the Company's management is responsible for preparing the Company's financial statements and for establishing and maintaining internal control. Further, the Committee will have such other and further duties and powers as may be delegated to it by the Board of Managers.
The Audit Committee will, at any time, examine the conduct of the Company's affairs and report thereon to the Board, and in connection with any examination conducted by it, the Committee will have the right to contract for the services of such person or persons as the Committee may deem necessary.
The Audit Committee will, on an annual basis, review and assess the adequacy of the Committee charter in light of best practices as they continue to evolve, requesting Board approval for any proposed changes. The Audit Committee will also, on an annual basis, perform a self-assessment of the Audit Committee's performance, and make that assessment available to the full Board.
It is not the Audit Committee's responsibility to plan or conduct audits or determine that financial statements are complete, accurate and prepared in accordance with generally accepted accounting principles and applicable rules and regulations.
The Audit Committee may obtain such advice as it requires from time to time to address its responsibilities, whether through the appointment of one or more advisors to provide expert input, the engagement of consultants or other advisory resources, or through any other appropriate action.
IV. Responsibilities
The following responsibilities are set forth to guide the Committee in fulfilling its purpose; the Committee may undertake other and different activities as appropriate for that purpose, or as may be delegated to it by the Board.
Oversight of Internal Audit Function
The Committee will oversee the effectiveness of the internal audit function. The Lead Auditor, who is a Deputy General Auditor for DTCC and is responsible for conducting audits for DDR, will report functionally to the Audit Committee. The Audit Committee shall meet privately with the Lead Auditor at least two times during the year.
It will be the responsibility of the Audit Committee on an annual basis to review the following:
- The Internal Audit Department charter and key policies;
- The staffing level, performance and structure of the Internal Audit Department;
- The internal audit plan, including the risk assessments and audit frequency behind that plan, and any significant changes to that plan;
- The results of selected internal audits and the corrective action taken, if required;
- The status of aged and high risk audit recommendations; and
- Serious difficulties or disputes with management encountered during the course of an audit, including any management disagreements and any restrictions on the scope of the audit or access to required information.
Oversight of Financial Reporting, Accounting Policies and the External Auditor
The Audit Committee will review the quality and appropriateness of the Company's financial reporting, including the key accounting principles used in that reporting.
The Audit Committee will monitor and evaluate the external auditor's qualifications, performance and independence and based upon such evaluations recommend the appointment or dismissal of the external auditor to the Board of Managers.
The Committee will review with the Company's external auditors the scope of their auditing procedures, the financial statements of the Company which the accountants propose to certify, the proposed certification thereof and such other matters relating to the external audit of the Company as the Committee shall deem appropriate.
The Committee should have a clear understanding with the external auditors that they must maintain an open and transparent relationship with the Committee, and that the ultimate accountability of the external auditors is to the Board and the Committee. The Audit Committee will approve all external audit fees and terms. The Audit Committee shall meet privately with the external auditors at least two times during the year.
The Committee will be responsible for periodically reviewing the following:
- The quality and appropriateness of the Company's financial reporting, including the presentation of the accounts, and the key accounting principles as applied in its financial reporting including the impact of alternative applications of accounting principles;
- The scope of the annual audit of the Company's financial statements including a discussion of the review of risk and the scope of the external auditor's evaluation of the effectiveness of internal control;
- The results of the annual audit of the Company's financial statements, including the recommendations for improvements in accounting controls and administrative efficiency, and the results of internal control reviews;
- Matters required to be communicated in accordance with AICPA Statement on Auditing Standards (SAS) No. 61, Communication with Audit Committees, as amended by SAS No. 90, Audit Committee Communications;
- The results of any other work requested by the Committee; and
- Any areas of disagreement between management and the external auditors.
On an annual basis, the Audit Committee will also: (i) ensure receipt from the external auditors of a formal written statement delineating all relationships between the external auditors and the Company; (ii) discuss with the external auditors all disclosed relationships and their impact on the external auditor's independence; and (iii) recommend that the full Board take appropriate action in response to the external auditor's formal written statement to satisfy itself of the external auditor's independence.
The Audit Committee will also be responsible for pre-approving any allowable non-audit service targeted to be performed by the external auditors including fees to be incurred. If timing is an issue, the Chairperson will have this authority, so long as his/her decisions are reported to the full Committee at its next meeting.
Oversight of the Risk Management, Internal Controls, and Compliance Framework
The Audit Committee will seek to assure that the oversight of all identified categories of significant risk has been assigned to a Committee of the Board, or if not to a Committee, that the Board explicitly undertakes responsibility for providing oversight of the risk category. The Audit Committee shall meet with the Company's Internal Counsel privately at least two times during the year and, upon the Committee's request, with management personnel responsible for risk management, regulatory and compliance matters.
The Committee will be responsible for the following:
- Oversight of any identified category of significant risk not assigned to another Board Committee;
- Reviewing results of all regulatory examinations as well as management's responses;
- Overseeing the management of the compliance program, including policies and procedures reasonably designed to ensure that compliance issues are resolved effectively and expeditiously by the compliance department and senior management;
- Reviewing and approving significant compliance policies or any material changes to same;
- Reviewing the results of compliance examinations, audits, and independent testing and corrective actions planned or taken in response thereto;
- Reviewing the Company's compliance staffing levels;
- Monitoring ongoing compliance activities and issues by receiving and reviewing reports provided by the compliance department on a regular basis;
- Understanding the potential impact on the Company of changes in applicable laws, regulations, regulatory guidance and industry practices;
- Reviewing the process for communicating the Code of Ethics to personnel, the results of management's investigation and follow-up (including disciplinary action) of any instances of noncompliance;
- Reviewing any submissions by Company employees relating to ethics matters, including confidential anonymous submissions, regarding questionable accounting or auditing matters;
- Reviewing any report from an attorney of the Company of purported material violations of law or fiduciary duty;
- Discussing with the Company's Internal Counsel legal matters that may have a material impact on the financial statements; and
- Instituting and overseeing investigations into matters within the scope of the Committee's responsibilities, including hiring and determining funding for outside experts, including outside counsel.
Self-Evaluation and Reporting
The Committee shall:
- Undertake an annual self-assessment of the Committee's performance and provide results of such assessment to the Board for review.
