A CS Service Provider does not need to comply with Rules 2.1.3 and 2.4.4 until six months after the day this instrument is registered on the Federal Register of Legislation.
1.1.5 Penalties for a contravention of these Rules
The maximum pecuniary penalty payable for a contravention of a provision of these Rules is an amount determined by the Court under section 1317G of the Act.
Part 1.2 Interpretation
1.2.1 Words and expressions defined in the Act
Words and expressions defined in the Act, unless otherwise defined or specified in these Rules or the contrary intention appears, have the same meaning in these Rules.
1.2.2 Definitions
In these Rules:
Act means the Corporations Act 2001.
Associated Entity has the meaning given by section 50AAA of the Act.
Core System means an information technology system that is used to provide a Covered Service.
Covered Licensee means each of ASX Clear Pty Limited (ACN 001 314 503) and ASX Settlement Pty Limited (ACN 008 504 532).
Covered Service means a CS service as defined in section 828 of the Act that is covered by a determination under section 828B of the Act.
Note: Determinations made under section 828B are available on the Federal Register of Legislation. The register may be accessed at www.legislation.gov.au
CS Service Provider means each of the following:
a Covered Licensee;
a direct or ultimate holding company of a Covered Licensee and any intermediate holding company of a Covered Licensee that makes, or participates in making, decisions that relate to Covered Services;
an Associated Entity of a Covered Licensee if the Associated Entity provides a Covered Service.
Data Accessing Entity means a person who accesses, or who is seeking to access, data that is stored in a Core System.
First Reporting Period means the period commencing on the day (commencement date) this instrument commences and ending on the last day of the month in which the first anniversary of the commencement date occurs.
FIX means the Financial Information eXchange protocol overseen and managed by FIX Protocol Ltd, and any reference to FIX followed by a number means the standard of that number.
Note: For example, FIX 5.0 means the standard numbered 5.0 that is maintained and published by FIX Protocol Ltd.
International Open Communication Procedures and Standards means the following procedures and standards for messaging and reference data:
ISO 20022; and
FIX 5.0.
ISO means the International Organization for Standardization, and any reference to ISO followed by a number means the standard of that number.
Note: For example, ISO 20022 means the standard numbered 20022 that is maintained and published by ISO.
Issuer has the meaning given by section 761E of the Act.
Rules means these ASIC CS Services Rules 2025.
Share Registry means an entity appointed by an Issuer to maintain a register required under section 168 or section 672DA of the Act.
Technology Service Provider means a person engaged by a User to facilitate the User’s access to a Core System.
Unaffiliated CS Facility Operator means the operator of a clearing and settlement facility that is not:
a Covered Licensee; or
an Associated Entity of a Covered Licensee.
Unaffiliated Entity means a User, or potential User, that is not:
(a) a Covered Licensee; or
(b) an Associated Entity of a Covered Licensee.
Unaffiliated Market Operator means the operator of a financial market that is not:
a Covered Licensee; or
an Associated Entity of a Covered Licensee.
User means a person that uses, either directly or indirectly, a Covered Service provided by a CS Service Provider, including but not limited to the following:
a participant in a licensed CS facility operated by a Covered Licensee;
a participant in a licensed market for which a Covered Licensee provides clearing and settlement arrangements;
the operator of a financial market;
the operator of a clearing and settlement facility;
an Issuer;
a Share Registry.
Chapter 2: Conduct Rules
Part 2.1 Governance requirements
2.1.1 Board composition
(1) A Covered Licensee’s board must be comprised of at least 50% non-executive directors who are independent of its ultimate holding company.
(2) A quorum of a Covered Licensee’s board must be able to be formed by the non-executive directors referred to in subrule (1).
(3) An Associated Entity of a Covered Licensee that controls a Covered Licensee must ensure a Covered Licensee’s compliance with subrules (1) and (2).
2.1.2 User input
(1) A CS Service Provider’s governance framework for decisions that relate to Covered Services (including investment strategy for Covered Services) must incorporate arrangements that:
provide for one or more representative bodies of Users and Technology Service Providers to meet with the CS Service Provider regularly, and at least quarterly; and
ensure the representative body or bodies is or are representative of Users and Technology Services Providers; and
enable the members of the representative body or bodies to contribute to the agenda and format of the relevant body’s meetings; and
ensure that the representative body or bodies have input into the CS Service Provider’s strategy setting, priorities, operational arrangements, pricing of Covered Services and design of Core Systems; and
enable the representative body or bodies to review and provide feedback on:
the proposed terms of reference for the Covered Services comparative report required under Rule 2.4.1; and
any external assurance report required under Rule 2.4.5; and
ensure that the board of the CS Service Provider considers all relevant issues raised, and any recommendations made, by a representative body; and
ensure any decision to take action that does not accord with the recommendations of a representative body are documented and given to the representative body, together with reasons for the decision, as soon as practicable after the decision is made.
(2) A CS Service Provider must have regard to feedback provided under paragraph (1)(e) before:
(a) finalising the terms of reference for the Covered Services comparative report required under Rule 2.4.1; or
(b) a final decision is made by the board of the CS Service Provider to implement a material change to its Core Systems.
(3) A CS Service Provider must:
(a) publicly report on the CS Service Provider’s interactions with Users, including but not limited to interactions with the representative body or bodies referred to in subrule (1), for:
(i) the First Reporting Period, within one month after the end of the First Reporting Period; and
(ii) each subsequent 12-month period, within one month after the end of the period; and
(b) publicly report on service developments and investment projects related to Covered Services, for:
(i) the First Reporting Period, within one month after the end of the First Reporting Period; and
(ii) each subsequent 12-month period, within one month after the end of the period; and
(c) ensure that the reports referred to in this subrule include an explanation of feedback received from Users and Technology Service Providers, and explain how that feedback has contributed to decision making by the CS Service Provider.
2.1.3 Organisational requirements
(1) A CS Service Provider must maintain and operate effective written organisational and administrative arrangements that promote access to its Covered Services on commercial, transparent, and non-discriminatory terms in accordance with Rule 2.3.1. These arrangements must include, but are not limited to:
well-defined, transparent and consistent reporting lines; and
ensuring staff with appropriate seniority and authority regularly review the effectiveness of the reporting lines referred to in paragraph (a); and
ensuring that key performance indicators for relevant staff include accountability for compliance with this Rule.
(2) A CS Service Provider must maintain accurate records of the written arrangements required under subrule (1) and the allocation of responsibilities in relation to Covered Services, and retain those records for a period of at least 5 years.
2.1.4 Core Systems
A CS Service Provider must take reasonable steps to ensure that:
(a) each of its Core Systems meet the differing needs of Users; and
(b) none of its Core Systems create or raise barriers to access to its Covered Services; and
(c) any changes to its Core Systems accommodate relevant International Open Communication Procedures and Standards.
Part 2.2 Pricing of Covered Services
2.2.1 Transparent, non-discriminatory, and fair and reasonable pricing
(1) A CS Service Provider must take all reasonable steps to ensure that the pricing of its Covered Services (including data), is transparent, fair, and reasonable.
(2) Without limiting the steps a CS Service Provider must take under subrule (1), a CS Service Provider must:
not discriminate in favour of the CS Service Provider or any of its Associated Entities, except to the extent that the efficient costs of providing the same Covered Service to another party is higher; and
publish fee schedules for each Covered Service, in a clear, consistent and accessible form, that includes the following:
(i) a description of the Covered Service;
(ii) applicable terms and conditions;
(iii) eligibility for any rebates;
(iv) any revenue-sharing arrangements;
(v) discounts applicable;
make available on its website, information and tools to assist Users and Unaffiliated Entities to anticipate the price they will have to pay for the use of Covered Services, which enables them to assess:
(i) the expected cost impact of any pricing changes; and
(ii) the expected cost impact associated with new products and initiatives; and
(iii) the impact of discounts, rebates and revenue-sharing arrangements for different User groups and different activity profiles; and
maintain and publish policies and procedures for implementing changes to the pricing of its Covered Services which ensure, as far as practicable, that any such changes do not have the effect of shifting material revenue streams to entities other than Covered Licensees; and
maintain and publish a model for the internal allocation of all costs (including the cost of allocated capital, and policies to govern the transfer of prices between the relevant CS Service Provider and Associated Entities) incurred by the CS Service Provider and Associated Entities that:
(i) allocates such costs both:
(A) between the relevant CS Service Provider and Associated Entities; and
(B) to the services which give rise to those costs; and
(ii) ensures:
(A) where possible, costs are directly allocated to the services which give rise to the costs; and
(B) shared costs are allocated based on appropriate, proportionate and transparent metrics; and
maintain and publish a methodology for determining the prices of its Covered Services that demonstrates that the expected revenue from the provision of Covered Services reflects the efficient costs of providing those services, including a return on investment commensurate with the commercial risks involved; and
ensure that any fee change for its Covered Services and any fees imposed for new Covered Services is consistent with subrule (1), and publish on its website a document explaining the basis of any such changed or new fees, including, but not limited to:
(i) an explanation of the relevant metrics and other evidence used as a basis for the fee change; and
(ii) an explanation of how the fee change complies with the policies and procedures referred to in paragraph (d); and
maintain records that demonstrate how it is complying with paragraph (a), and retain those records for a period of at least 5 years; and
negotiate commercially and in good faith with an Unaffiliated Market Operator, Unaffiliated CS Facility Operator or Data Accessing Entity regarding fees and other financial contributions charged for extensions to Covered Services requested by the Unaffiliated Market Operator or Unaffiliated CS Facility Operator or Data Accessing Entity; and
maintain accurate records that explain how it has negotiated with Unaffiliated Market Operators, Unaffiliated CS Facility Operators and Data Accessing Entities referred to in paragraph (i), and retain those records for a period of at least 5 years.
(3) A CS Service Provider must consult publicly about any proposed material changes to a policy, procedure, model, or other document required under subrule (2).
Note: A CS Service Provider must engage an independent person to prepare a report on compliance with paragraph (2)(e): see Rule 2.4.2
Part 2.3 Access to Covered Services
2.3.1 Non-discriminatory access
(1) A CS Service Provider must take all reasonable steps to provide access to its Covered Services (including data) on commercial, transparent and non-discriminatory terms.
Note: To the extent of any inconsistency, compliance with Rule 2.3.1 is subject to any CS facility rules made by ASIC under section 826H of the Act and any standards determined by the Reserve Bank under sections 827D and 827DA of the Act: see subsections 826K(1), 827D(2A) and 827DA(8) of the Act. To the extent of any inconsistency, Rule 2.3.1 prevails over the operating rules of a licensed CS facility: see paragraph 822B(2)(d) of the Act.
(2) A CS Service Provider must take all reasonable steps to ensure that:
(a) it deals with requests to access Covered Services (including access to its Core Systems) in a fair and timely way; and
(b) the design of its Core Systems facilitates technical interoperability with systems used by Unaffiliated Entities to access Covered Services, including through the adoption of relevant International Open Communication Procedures and Standards; and
(c) its Core Systems are designed and developed in a way that does not create or raise barriers to access by Unaffiliated Entities.
Note : A CS Service Provider must engage an independent person to prepare a report on compliance with Rule 2.1.4 and paragraphs 2.3.1(2)(b) and (c): see Rule 2.4.5.
(3) Without limiting the manner in which a CS Service Provider complies with subrules (1) and (2), a CS Service Provider must:
(a) not discriminate in favour of the CS Service Provider or any of its Associated Entities, except to the extent that the efficient costs of providing the same Covered Service to another party is higher; and
(b) take all reasonable steps to ensure that the terms and conditions of its agreements with Users ensure the provision of:
(i) Covered Services; and
(ii) access to its Core Systems or data;
is on commercial, transparent and non-discriminatory terms, consistent with the legitimate business interests of the CS Service Provider and with the legitimate business interests of access seekers, including through the use of standardised terms and conditions; and
(c) maintain and publish policies and procedures, including governance arrangements that promote access to Covered Services by Unaffiliated Entities on operational and commercial terms and with service levels that are equivalent to those that apply to the CS Service Provider or any of its Associated Entities; and
(d) maintain and publish policies and procedures that:
(i) require requests for access to the CS Service Provider’s services to be dealt with in a fair and timely way; and
(ii) specify reasonable timeframes for responding to and progressing enquiries, requests for access and complaints; and
(iii) specify reasonable timeframes and arrangements for resolving disputes; and
(e) ensure the policies and procedures referred to at paragraph (d) above do not affect either party’s right to refer a dispute for arbitration by the Australian Competition and Consumer Commission in accordance with Part XICB of the Competition and Consumer Act 2010; and
(f) maintain and publish policies and procedures designed to ensure that investment, design or development of its Core Systems, including changes to its Core Systems, do not create or raise barriers to access from Unaffiliated Entities; and
(g) include in any public statements about material investments in Core Systems, a statement whether the policies and procedures referred to in paragraph (f) have been complied with.
Part 2.4 Reporting, policies and procedures
2.4.1 Covered Services comparative report
(1) A CS Service Provider must:
(a) engage an independent person with appropriate skills, knowledge, and experience to prepare a report (comparative report) comparing the pricing of its Covered Services with the price of similar services in other comparable international markets; and
(b) publish the comparative report as soon as practicable after the comparative report is prepared.
(2) A CS Service Provider must prepare and publish the comparative report as required under subrule 2.4.1(1):
(a) within 12 months after these Rules commence; and
(b) at least once in each five-year period starting on the date the first comparative report is published under paragraph (a).
2.4.2 Cost Allocation Model Report
(1) A CS Service Provider must engage an independent person with appropriate skills, knowledge, and experience to conduct a review and prepare a written report (Cost Allocation Model Report) about the extent to which the CS Service Provider’s model for the internal allocation of costs referred to in paragraph 2.2.1(2)(e) ensures the matters specified in subparagraph 2.2.1(2)(e)(ii).
(2) A Cost Allocation Model Report must be:
(a) prepared before any change is made to the CS Service Provider’s model for the internal allocation of costs referred to in paragraph 2.2.1(2)(e); and
(b) completed and provided to the board of the CS Service Provider as soon as reasonably practicable after it has been prepared, and in any event no later than 2 months after the completion of the report; and
(c) made publicly available as soon as reasonably practicable after it has been provided to the board, and in any event no later than one month after it has been provided to the board.
(3) If no Cost Allocation Model Report needs to be prepared under subrule (2) in the 12-month period from the commencement of these Rules, a CS Service Provider must arrange for a Cost Allocation Model Report to be prepared, provided to the board and made publicly available by no later than 13 months after these Rules commence.
2.4.3 Management accounts
(1) A Covered Licensee must publish management accounts in respect of its Covered Services for each financial year during which it provides Covered Services.
(2) The management accounts must:
(a) include a description of whether the internal allocation of costs for the financial year that is reflected in the management accounts is consistent with the model for the internal allocation of costs referred to in paragraph 2.2.1(2)(e) and, if not, the extent of any inconsistency; and
(b) be published within 4 months after the end of the financial year; and
(c) be subject to an assurance review:
(i) by an independent person with appropriate skills, knowledge, and experience; and
(ii) that is published together with the management accounts.
2.4.4 Policies and procedures
(1) An entity that is required to comply with these Rules must maintain documented policies and procedures that, as far as reasonably practicable, ensure compliance with these Rules.
(2) Without limiting subrule (1), a CS Service Provider must ensure that it has appropriately documented policies and procedures in place to identify and mitigate any actual or perceived conflicts between the interests of:
the CS Service Provider, or an Associated Entity; and
an Unaffiliated Entity.
(3) Without limiting subrule (1), a CS Service Provider must maintain and review, at least on an annual basis, documented policies and procedures for the handling of sensitive or confidential information that ensure, as far as reasonably practicable that commercial information provided to it by Unaffiliated Entities is:
(a) handled as confidential information; and
(b) provided only to those with a need to know; and
(c) not used to advance the interests of the CS Service Provider or its Associated Entities.
2.4.5 External assurance report—Core Systems
(1) Before making material changes to its Core Systems, a Covered Licensee must engage an independent expert to conduct a review and prepare a written report (External Assurance report) about compliance with Rule 2.1.4 and paragraphs 2.3.1(2)(b) and (c), including the likely impact of the proposed material changes on compliance.
(2) The External Assurance report must be:
(a) completed no more than 120 days, and no less than 90 days, before each final decision by the board of the Covered Licensee to implement the material changes to its Core Systems; and
(b) provided to the board of the Covered Licensee as soon as reasonably practicable, and in any event no later than 5 days after the completion of the report; and
(c) provided to the representative body for feedback in accordance with Rule 2.1.2 as soon as reasonably practicable, and in any event no later than 5 days after the provision of the report to the board; and
(d) made publicly available as soon as reasonably practicable after it has been provided to the board, and in any event at least 30 days before the final decision of the board.
Note: A Covered Licensee may apply to ASIC for an exemption from the requirements of this rule: see section 828R of the Act.