Accurate data for shareholding disclosure is crucial for asset managers in a tightening regulatory environment. A Refinitiv forum in Singapore was held on 25 September where the reporting obligations were examined and game-changing regtech solutions that help ensure compliance were explored.
- Shareholding disclosure is a complex area of compliance and investors face a myriad of different reporting obligations across the globe.
- Refinitiv supplies and manages a database called DataScope for partners such as Artius Global, whose flagship product handles shareholding disclosure.
- DataScope provides information on shares and voting rights for 60,000 listed companies in 99 countries, collated from official sources to ensure accuracy.
Shareholding disclosure is not a new challenge for global capital market participants, but today’s shifting regulatory, economic and political conditions have made it a greater and more urgent concern for financial institutions including banks, asset managers and hedge funds.
Regulators around the world are asking market participants to make disclosures on their holdings on a variety of financial instruments when they accumulate a substantial shareholding in an entity, invest in a sensitive industry, become involved in a takeover bid or engage in short selling.
Asset owners are required to report any changes in their holdings to various regulators and listed companies.
Enforcement has become more aggressive due to a variety of factors.
Trade wars, international sector-leading companies taking on nationalistic identities and increased requirements for transparency on corporate ownership have all contributed to increased demands for shareholder disclosure.
There is a real risk of asset owners breaching disclosure requirements given the complexity of the rules.
The cost of non-compliance has become significant, with consequences including criminal prosecution, fines, loss of voting rights and license to trade, as well as increased reputational risk. Regulators in Hong Kong, Singapore and Europe have already fined companies for infractions.
Different reporting obligations
Shareholding disclosure for any mid-size investment firm invariably involves the regulations of multiple jurisdictions.
The larger the firm and the broader a footprint it has, the harder it is to embed global shareholdings disclosure monitoring and reporting requirements into existing global compliance monitoring models.
Rules are applied globally but are complex and divergent by jurisdiction, which can have unique requirements in terms of reporting rules, types of data included, frequency of reporting and the format of disclosure.
In most countries in Asia, initial disclosure is required once a shareholder acquires a five percent interest in a listed company’s voting shares. However, in Taiwan and Sri Lanka it is ten percent.
For movements above the initial threshold, disclosures are required in Hong Kong as soon as the shareholding increases or decreases by one percent. In Malaysia, disclosures are required for every subsequent change, whereas in China, it is any five percent increase or decrease in shareholding since the last disclosure (for A Shares).
In Taiwan, substantial shareholders must also file monthly reports. The time limit for disclosure varies from one business day in Thailand, to ten calendar days in Indonesia. The types of interest that must be disclosed, such as derivatives and discretionary interests, also varies.
Shareholding disclosure compliance
The ability to calculate the percentage of ownership of a company — at the subsidiary and holding company level — is crucial to assessing your equity exposure and compliance with regulations.
Buy-side and sell-side institutions also need to continually monitor changes in their shareholdings and compare these with the disclosure triggers and changing rules as specified by local regulators around the globe.
In-house solutions range from Excel spreadsheets to costly bespoke software solutions for larger asset managers and banks, which can be required to make up to 30,000 disclosures per year.
They must monitor thousands of rules and millions of data points, hundreds of thousands of which must be updated daily and in a multi-time zone environment.
Jacqueline Pang of Artius Global, a regtech provider founded by senior practitioners from the asset management and banking industry, said proprietary, in-house systems were very costly to maintain.
They also don’t have in-built data validation mechanisms, the ability to auto-aggregate positions across different security types and products, and auto populate disclosure forms specific to each jurisdiction.
She adds: “They lack the flexibility that is needed to cope with the pace of regulatory change across multiple jurisdictions.”
Third party software solution providers, from fintech start-ups to established players, have begun to offer shareholding disclosure data services and solutions.
Data services provide timely access to masses of regulatory and company data from around the globe, clear reporting channels and the ability to update all this data on a daily basis.
Refinitiv supplies and manages a database called DataScope for partners such as Artius Global, whose flagship product handles shareholding disclosure.
Refinitiv DataScope is a key reference data feed that provides information on shares and voting rights for 60,000 listed companies in 99 countries, collated from official sources to ensure accuracy.
The head of regulatory reporting at a large global asset manage said: “Refinitiv’s shareholding disclosure data service has separate report template data fields for shareholding disclosure and the DataScope team understands the complexity of these regulatory rules and the market data needed to support monitoring and disclosure.
“They provide accurate data for multiple types of instruments.”
DataScope provides access via a wide range of delivery platforms, making it easy to integrate into an enterprise. It offers immediate access via request/retrieve to comprehensive reference data via a user-friendly, customisable web interface.
The Refinitiv service is used by some of the world’s largest asset management firms and investment banks for shareholding disclosure.