2015/16 Assessment of ASX Clearing and Settlement Facilities A1.1 ASX Clear Standard 14: General business risk

A central counterparty should identify, monitor and manage its general business risk and hold, or demonstrate that it has legally certain access to, sufficient liquid net assets funded by equity to cover potential general business losses so that it can continue operations and services as a going concern if those losses materialise. Further, liquid net assets should at all times be sufficient to ensure a recovery or orderly wind-down of critical operations and services.

ASX Clear identifies, monitors and manages its general business risks in the context of its overall Enterprise Risk Management Policy (CCP Standard 14.1). It has access to funds held at group level calibrated to support continued operations as a going concern if it incurs general business losses. These funds are backed by equity and invested in liquid assets. The legal basis of ASX Clear's access to funds held at group level is set out in the ASX Group Support Agreement (CCP Standards 14.2, 14.3, 14.4). During the Assessment period, ASX Clear made enhancements to its recovery arrangements in line with CPMI-IOSCO guidance on recovery planning (CCP Standard 14.3). ASX maintains viable arrangements to raise additional equity for its CS facilities as required (CCP Standard 14.5).

14.1 A central counterparty should have robust management and control systems to identify, monitor and manage general business risks, including losses from poor execution of business strategy, negative cash flows or unexpected and excessively large operating expenses.

ASX's approach to business risk is consistent with its overall Enterprise Risk Management Policy and Framework (see CCP Standard 3). Under the framework, formal policies are in place for individual risk categories such as accounting, authorisations, business continuity, technology, fraud control and procurement.

ASX monitors a variety of financial business risks, including market risk, credit risk, liquidity risk and capital risk.

• Group funds (as distinct from collateral lodged by participants) may be exposed to market risk arising from changes in market variables such as interest rates and foreign exchange rates. Mitigants for market risk include hedging of foreign exchange and interest rate risks, with appropriate capital allocation.
• Credit risk for the Group's general business activities arises in the collection of receivables, which principally comprise fees from market participants, issuers, users of market data and other customers. Mitigants include active collection procedures on trade receivables and ‘ageing’ of receivable amounts.
• Liquidity risk arises from the Group's time-critical payables. This is mitigated by ASX's liquidity management arrangements, including forward planning and forecasting of liquidity requirements.
• ASX may be exposed to capital risk if equity in its group entities falls below prudent or regulatory minimum levels. ASX manages its capital at a group level, with an objective of maintaining a prudent level of surplus net tangible equity. Ongoing monitoring of cash flows and capital adequacy is conducted via quarterly meetings of CALCO.

ASX undertakes periodic strategic risk assessments in the context of its overall business plans. Through this process, ASX identifies new strategic business initiatives, such as the group-wide technology transformation project and enhancements to the OTC derivatives clearing service. These are subject to financial analysis, which includes high, low and base case revenue assumptions and forecasts. Impacts on capital are also determined and analysed.

ASX undertakes risk assessments when undertaking any expansion of its activities or in the event of material changes to its business. Risk assessments are built into ASX's project management framework (see CCP Standard 16.4). Under this framework, an initial high-level risk indication is defined at the project concept stage. This is followed by a formal project risk assessment covering both project delivery risks and impacts to business activities at the project definition stage. ASX typically conducts a series of workshops involving project staff to discuss risks associated with any planned new service. Prior to the approval of a project for launch/production, ASX prepares an operational readiness summary and conducts a final workshop to discuss possible risks associated with initial launch. This includes consideration of potential failure scenarios and workarounds, procedures for escalation of issues, and help desk and key staff availability.

Following launch, the risks of a new activity are captured in risk profiles that are prepared by relevant management every six months. CALCO also monitors actual and forecast capital and liquidity requirements on a quarterly basis, including requirements related to new projects.

14.2 A central counterparty should hold, or demonstrate that it has legally certain access to, liquid net assets funded by equity (such as common stock, disclosed reserves or other retained earnings) so that it can continue operations and services as a going concern if it incurs general business losses. The amount of liquid net assets funded by equity a central counterparty should hold, or have access to, should be determined by its general business risk profile and the length of time required to achieve a recovery or orderly wind-down, as appropriate, of its critical operations and services if such action is taken.

ASX has set aside $245.6 million for operational and business risk across the four ASX Group CS facilities, $35 million of which has been attributed specifically to ASX Clear's operational and business risks. Since ASX has identified constraints to making business risk capital bankruptcy remote within the CCP, this capital is held at the ASX Group level to ensure that it cannot be applied to meet losses caused by a participant default. Each CS facility has a separate allocation for business risk capital that is explicitly recognised within group-wide capital holdings. These holdings include an additional buffer against potential losses sustained elsewhere in the group. The ASX Group Support Agreement places an obligation on ASX to maintain sufficient capital to support ASX Clear's continued operations in the event of general business losses, supporting the legal certainty of ASX Clear's access to business risk capital as required.

In April 2016, ASX Clear aligned its methodology for calculating operational and business risk capital requirements with that used by CCPs in the EU, under the European Regulation on OTC derivatives, central counterparties and trade repositories (EMIR).^[19] In light of this review, ASX increased the level of operational and business risk capital set aside for ASX Clear from $15 million to $35 million. In determining the sufficiency of this capital level, ASX has estimated the capital required to cover: six months of current operating expenses (see CCP Standard 14.3); operational and legal risk; non-covered credit and counterparty credit risk; non-covered market risk; business risk; and an additional capital buffer.

ASX Clear also undertakes periodic loss scenario analysis which aims to ensure that the level of operational and business risk capital is sufficient to meet the single largest uninsured business loss event for the CCP. ASX has in place a number of insurance policies to reduce its exposure to a broad range of risks, including professional indemnity, fraud, and operational risks such as computer manipulation and equipment failure. In calculating the required quantum of operational and business risk capital, the loss scenario exposures are reduced by the level of insurance coverage. ASX Clear's approach assumes full reliability and timeliness of payout under these insurance policies.

14.3 A central counterparty should maintain a viable recovery or orderly wind-down plan and should hold, or have legally certain access to, sufficient liquid net assets funded by equity to implement this plan. At a minimum, a central counterparty should hold, or have legally certain access to, liquid net assets funded by equity equal to at least six months of current operating expenses. These assets are in addition to resources held to cover participant defaults or other risks covered under CCP Standard 4 on credit risk and CCP Standard 7 on liquidity risk. However, equity held under international risk-based capital standards can be included where relevant and appropriate to avoid duplicate capital requirements.

In October 2015, ASX Clear implemented enhanced recovery planning arrangements, developed with reference to the CPMI-IOSCO guidance on recovery planning (see CCP Standard 3.5). ASX updated the documentation setting out its recovery and orderly wind-down plans during the Assessment period, to take into account the expanded suite of recovery tools. In calculating the quantum of business risk capital described under CCP Standard 14.2, ASX has sought to ensure access to sufficient liquid net assets to fund operations during the execution of ASX Clear's recovery plan or to cover a minimum of six months of current operating expenses.

ASX Clear's enhanced recovery approach establishes arrangements to address non-default losses that may arise from losses on treasury investments or a range of general business risks.

• In the case of investment losses (other than those resulting from fraud of, or material non-compliance with the investment policy of, the ASX CCPs; see CCP Standard 15), ASX would apportion any losses in excess of $75 million between participants (see CCP Standard 14.5).
• Other non-default, general business losses to ASX Clear would be absorbed by ASX through application of general business risk capital. Unlike investment losses (referred to above), general business losses from causes such as a decline in revenues or an increase in operating expenses are likely to be relatively slow-moving in nature. This recovery approach takes into account that ASX has in place a number of insurance policies to reduce its exposure to a broad range of risks (see CCP Standard 14.2). ASX Limited has also committed to maintaining adequate levels of business risk capital for the CCPs and SSFs, recapitalising these funds as required (see CCP Standard 14.5).

14.4 Assets held to cover general business risk should be of high quality and sufficiently liquid in order to allow the central counterparty to meet its current and projected operating expenses under a range of scenarios, including in adverse market conditions.

The risk capital for ASX's CS facilities is invested in accordance with the ASX Limited and ASX Operations Pty Limited Investment Mandate. The Investment Mandate specifies investment objectives, responsibilities, approved products and counterparties, and audit and maintenance of the mandate. Approved products are generally highly rated and liquid products such as: cash deposits; bank bills, negotiable certificates of deposit and floating rate notes issued by ADIs approved by APRA; foreign exchange in specified currencies; Australian Government securities; and selected semi-government securities. Limits are applied against counterparty, liquidity and market risks. Liquidity limits are specified for maximum instrument maturity and weighted average maturity.

14.5 A central counterparty should maintain a viable plan for raising additional equity should its equity fall close to or below the amount needed. This plan should be approved by the board of directors and updated regularly.

As noted, ASX Limited manages its operational and business risk capital at the group level. The ASX Limited Board monitors the ongoing capital adequacy of the ASX Group as part of its regular capital planning activities. The Board determines the most appropriate means of raising additional capital when needed, giving due consideration to prevailing market conditions and available alternative financing mechanisms. For example, in June 2013, ASX Limited conducted a capital raising by way of a $553 million share entitlement offer, with the bulk of the funds being used to increase the business risk capital of the CS facilities and their pooled financial resources to deal with a participant default.

ASX Clear's enhanced recovery approach depends on timely and reliable recapitalisation processes to address general business losses. ASX Clear reviewed its recapitalisation arrangements during 2015/16 to ensure consistency with its enhanced recovery plan, including its new replenishment arrangements (see Section 3.5.1). This plan is supported by an intragroup service agreement which commits ASX Limited to maintaining adequate levels of business risk capital for the CCPs, recapitalising these funds as required. ASX's plans to fulfil its obligations to recapitalise ASX Clear include the use of existing group cash reserves and raising additional capital through an equity issuance by ASX Limited.

In the case of investment losses, reliance on recapitalisation alone is unlikely to be sufficiently timely to address losses in excess of general business risk capital. ASX would apportion any losses (other than those resulting from fraud of, or material non-compliance with the investment policy of, the ASX CCPs; see CCP Standard 15) in excess of $75 million (an amount equal to the ASX CCPs' total general business risk capital) between participants. This would be done in proportion to the amount of cash each participant has provided to the CCPs (including margin, default fund contributions and excess cash).

Footnote

The EMIR methodology requires, for example, that ASX Clear set aside funds for: winding down or restructuring the business based on monthly gross operating expenses multiplied by the time span required to wind down or recover; operational and legal risk based on a basic indicator approach (e.g. a percentage of average income over several years) or advanced measurement approach; non-covered credit and counterparty credit risk based on a percentage of risk-weighted exposure amounts; non-covered market risk based on own capital requirements; and business risk based on the higher of the CCP's own estimate or one quarter of annual gross operating expenditures. [19]