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ATS, Nasdaq CXC is subject to the Marketplace Rules
(National Instrument 21-101 and National Instrument 23-101),
which include requirements for fair access, transparency of
operations, systems and confidentiality of trading information.
As an ATS, Nasdaq CXC is also a member of the Investment
Industry Regulatory Organization of Canada and must comply
with its dealer member rules. In December 2016, Nasdaq CXC
also filed an application to operate as an exchange in Canada
which is pending regulatory approval.
European Regulation
Regulation of our markets in the European Union and European
Economic Area focuses on issues relating to financial services,
listing and trading of securities, clearing and market abuse. In
mid-2012, EMIR, a regulation relating to CCP services and
OTC derivatives transactions, was adopted. As a consequence
of EMIR, Nasdaq Clearing, like other European CCPs, applied
to reauthorize its CCP operations. Nasdaq Clearing was the first
European CCP to be authorized as EMIR-compliant when the
SFSA approved its application as a CCP under EMIR in 2014.
MiFID II and MiFIR were adopted in 2014. These regulations
will primarily affect our European trading businesses as they
are implemented over the next few years. Many of the
provisions of MiFID II and MiFIR will be implemented through
technical standards drafted by the European Securities and
Markets Authority and approved by the European Commission.
Implementation is ongoing and both MiFID II and MiFIR will
apply to the European Union member states by early 2018. In
addition, in 2016, the European Union adopted legislation on
governance and control of the production and use of benchmark
indexes. The so-called Benchmark Regulation will apply in the
European Union by early 2018. As the regulatory environment
continues to change and related opportunities arise, we intend
to continue product development, and ensure that the exchanges
and clearinghouses that comprise Nasdaq Nordic and Nasdaq
Baltic maintain favorable liquidity and offer efficient trading.
The entities that operate trading venues in the Nordic and Baltic
countries are each subject to local regulations. In Sweden,
general supervision of the Nasdaq Stockholm exchange is
carried out by the SFSA, while Nasdaq Clearing’s role as CCP
in the clearing of derivatives is overseen by the SFSA and the
Swedish central bank (Riksbanken). Additionally, as a function
of the Swedish two-tier supervisory model, certain surveillance
in relation to the exchange market is carried out by us, acting
through our surveillance division.
Nasdaq Stockholm’s exchange activities are regulated
primarily by the SSMA, which sets up basic requirements
regarding the board of the exchange and its share capital, and
which also outlines the conditions on which exchange licenses
are issued. The SSMA also provides that any changes to the
exchange’s articles of association following initial registration
must be approved by the SFSA. Nasdaq Clearing holds the
license as a CCP under EMIR.
With respect to ongoing operations, the SSMA requires
exchanges to conduct their activities in an honest, fair and
professional manner, and in such a way as to maintain public
confidence in the securities markets. When operating a
regulated market, an exchange must apply the principles of free
access (i.e., that each person which meets the requirements
established by law and by the exchange may participate in
trading), neutrality (i.e., that the exchange’s rules for the
regulated market are applied in a consistent manner to all those
who participate in trading) and transparency (i.e., that the
participants must be given speedy, simultaneous and correct
information concerning trading and that the general public must
be given the opportunity to access this information).
Additionally, the exchange operator must identify and manage
the risks that may arise in its operations, use secure technical
systems and identify and handle the conflicts of interest that
may arise between the exchange or its owners’ interests and the
interest in safeguarding effective risk management and secure
technical systems. Similar requirements are set up by EMIR in
relation to clearing operations.
The SSMA also contains the framework for both the SFSA’s
supervisory work in relation to exchanges and clearinghouses
and the surveillance to be carried out by the exchanges
themselves. The latter includes the requirement that an
exchange should have “an independent surveillance function
with sufficient resources and powers to meet the exchange’s
obligations.” That requires the exchange to, among other things,
supervise trading and price information, compliance with laws,
regulations and good market practice, participant compliance
with trading participation rules, financial instrument
compliance with relevant listing rules and the extent to which
issuers meet their obligation to submit regular financial
information to relevant authorities.
The regulatory environment in the other Nordic and Baltic
countries in which a Nasdaq entity has a trading venue is broadly
similar to the regulatory environment in Sweden. Since 2005,
there has been cooperation between the SFSA and the main
supervisory authorities in Iceland, Norway, Denmark and
Finland, which looks to safeguard effective and comprehensive
supervision of the exchanges comprising Nasdaq Nordic and
the systems operated by it, and to ensure a common supervisory
approach.
Confidence in capital markets is paramount for trading to
function properly. Nasdaq Nordic carries out market
surveillance through an independent unit that is separate from
the business operations. The surveillance work is organized into
two functions: one for the listing of instruments and surveillance
of companies (issuer surveillance) and one for surveillance of
trading (trading surveillance). The real-time trading
surveillance for the Finnish, Icelandic, Danish and Swedish
markets has been centralized to Stockholm. In addition, there
are special personnel who carry out surveillance activities at
each of the three Baltic exchanges. In Denmark and Finland,
decisions to list new companies are made by the president of
the exchange, a duty delegated by the board of each exchange.
If there is suspicion that a listed company or member has acted
in breach of exchange regulations, the matter is dealt with by
the market regulation division. Serious breaches are considered
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