Company Governance

In July 2010, LuxCSD S.A. ("LuxCSD") was incorporated in the Grand Duchy of Luxembourg. It is governed by the Articles of Association of the Company and by any applicable legislation, including the law of 10 August 1915, as amended, on commercial companies.

LuxCSD is jointly owned by the Banque centrale du Luxembourg (“BCL”) and Clearstream International. It is classified as a professional of the financial sector (PSF-Professionnel du Secteur Financier) and has the status of a Securities Settlement System (SSS). These activities are regulated by the financial sector supervisory commission (CSSF-Commission de Surveillance du Secteur Financier) and overseen by the BCL.

The company’s service offering was determined through a market validation exercise in which the opinions of more than 20 market participants and market organisations were sought. In addition to its main objective which is to provide a Luxembourg based access point to TARGET2-Securities, the company provides issuance, custody, investment fund services, CSD links and Legal Entity Identifier services.

The management structure is composed of a board of directors of the Company (the "Board of Directors") and an Executive Committee that is in charge of the daily management (the "Comité Exécutif" - referred to as the "ComEx").

The members of the LuxCSD Board of Directors are vested with the broadest powers to perform all acts of administration and disposition in the interest of the Company, except where such powers have been expressly reserved by law or by the Articles of Association, internal rules and regulations or by the general meeting of shareholders and without prejudice to the daily management delegated to the ComEx. The Board of Directors meets at least four times a year, whenever called by the Chairman and if the majority of all directors call for a meeting.

The Board of Directors has delegated the daily management of the company and the representation towards third parties in relation to such management to the ComEx in accordance with Article 10 of the Articles of Association and Article 7 of the law of 5 April 1993, as amended, on the financial sector. The ComEx is responsible for reporting to the Board of Directors at least on a quarterly basis and on an ad-hoc basis as required. It further proposes strategies and budgets to the Board of Directors.

The composition of the Board of Directors and the Executive Committee of LuxCSD is available here.

LuxCSD Committees advise the Company for matters of relevance in the context of strategy. compliance or any function as appropriate.

A list of these committees and their missions is available here.