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Records Management
Dodd-Frank Compliance Leadership Academy
October 2014
Outline
• Dodd-Frank’s additional requirements for records management
• Creation: a record is born
• Retention and retrieval: the life of a record
• The end of the life of a record: inactive storage and destruction
• The afterlife of a record: legal holds
• Establishing / improving a records management program
Requirements
2
Records Management
Creation
Retention
End of Life
Afterlife
RMP
Copyright © 2014 Deloitte Development LLC. All rights reserved.
Requirements
Creation
Retention
End of Life
Afterlife
RMP
Dodd-Frank’s expanded basic recordkeeping
requirements
Compliance is implemented through policies and procedures, and
demonstrated through records.
‫‏‬



§1.31 General
Recordkeeping
– Applies to
everyone

3
Records Management
45.2 Swap
Recordkeeping
§1.35 Members of
an Exchange
– Additional
requirements for
capturing preexecution data
Part 23, Subpart F
Recordkeeping
Requirments for
SDs and MSPs
– Enhanced preexecution,
execution, and
post-execution
records
requirements
Copyright © 2014 Deloitte Development LLC. All rights reserved.
Requirements
Creation
Retention
End of Life
Afterlife
RMP
A record is born…
Illustrative records creation throughout the life of a transaction.
‫‏‬
Counterparty Management
Non
Pre-Execution
Member of
SD or MSP
Exchange
Non
Master Swap
Agreements
Voice
Communication
Credit Support
Agreements
Written
Communication
(Email, IM, etc.)
Know Your
Counterparty
Credit
Assessment
Other written
information
(notebooks, etc.)
Credit Limits
Disclosures
Member of
SD or MSP
Exchange
Eligibility
4
Records Management
Copyright © 2014 Deloitte Development LLC. All rights reserved.
Requirements
Creation
Retention
End of Life
Afterlife
RMP
A record is born …
Illustrative records creation throughout the life of a transaction.
‫‏‬
Execution
Post-Execution
‫‏‬
Non
Trade Entered into
System of record
Linked back to
pre-trade
information (voice
and written)
PET data
submitted to SDR
Acknowledgement
sent to
counterparty
Confirmation
received from
counterparty
Member of
SD or MSP
Exchange
Non
Member of
SD or MSP
Exchange
Valuation data
reported to SDR
Risk Exposure
Credit Exposure
Margining
Reconciliation
Hedge
Accounting
Tax
Ledgers
5
Records Management
Copyright © 2014 Deloitte Development LLC. All rights reserved.
Requirements
Creation
Retention
End of Life
Afterlife
RMP
The life of a record: general retention and retrieval
General Records Retention 1.31, 1.35, Part 23 Subpart F
Retention Period
Readily Accessible
Retention Form
Open to Inspection
by
Any representative of
the CFTC or the
United States
Department of Justice
Any representative of
the CFTC or the
United States
Department of Justice
Records not
associated with a
particular swap
5 years from date of
creation
First 2 years
Original Form/Native
File Format
Swap records
5 years after the life
of the swap1
First 2 years after the
life of the swap1
Original Form/Native
File Format
Records of Oral
Communication2
1The
‫‏‬
1 year
life of the swap ends with termination, maturity, expiration, transfer, assignment, or novation date of the transaction.
2Records
‫‏‬
1 year
Any representative of
Original Form/Native
the CFTC or the
File Format
United States
Department of Justice
of oral communication are only required to be retained by SDs, MSPs or members of an exchange.
SDs/MSPs: Location – Principal place of business of the SD/MSP unless the principal place of business is outside the
U.S. in which case the SD/MSP must provide the records at a place inside the U.S. designated by the CFTC within 72
hours.
‫‏‬
SDs/MSPs: Contact Information – Maintain a list of persons who can explain the records and the information they
contain.
‫‏‬
6
Records Management
Copyright © 2014 Deloitte Development LLC. All rights reserved.
Requirements
Creation
Retention
End of Life
Afterlife
RMP
The life of a record: swaps reported to SDRs
Swap Data Recordkeeping and Reporting §45.2
Retention Period
Non-SD/MSP
SD/MSP
1The
‫‏‬
7
5 years after the life
of the swap1
5 years after the life
of the swap1
Readily Accessible
Within 5 business
days
Retention Form
Open to Inspection
by
Any representative of
Electronic or paper as
the CFTC, SEC, any
long as they are
Prudential Regulator,
retrievable and
or the United States
reportable
Department of Justice
Real-time electronic
Electronic form or
Any representative of
access for life of the
paper form if
the CFTC, SEC, any
swap plus two years, originally created and
Prudential Regulator,
then within 3
exclusively
or the United States
business days for the maintained in paper
Department of Justice
following 3 years.
form
life of the swap ends with termination, maturity, expiration, transfer, assignment, or novation date of the transaction.
Records Management
Copyright © 2014 Deloitte Development LLC. All rights reserved.
Requirements
Creation
Retention
End of Life
Afterlife
RMP
The end of the life of a record: inactive storage and
destruction
The active period of the record’s life has ended, but the retention period has not yet
expired.
‫‏‬
Decisions:
‫‏‬
• Move the record to off-site storage?
• Digitize it or store the original?
Storage criteria
‫‏‬
• Retrievability
− By counterparty
− By deal number
− By date (initiated, active period of delivery, etc.)
− By product
• At the end of the retention period, the record is destroyed.
8
Records Management
Copyright © 2014 Deloitte Development LLC. All rights reserved.
Requirements
Creation
Retention
End of Life
Afterlife
RMP
The afterlife of a record: Legal Holds
• Extends the record’s retention period until the legal hold is released.
− Records that have not been destroyed in can become part of a legal hold even
if their retention period has passed.
• May involve relocating the record
• May be specific to
− Counterparty
− Type of transaction
− Commodity
− Time period
− Combination of factors
9
Records Management
Copyright © 2014 Deloitte Development LLC. All rights reserved.
Requirements
Creation
Retention
End of Life
Afterlife
RMP
Records Management Framework
Foundational Capabilities Applicable to All Records
• Policy & Procedures
• Processes common to all types of records regardless of format (e.g. Records taxonomy/ retention
schedule, Legal hold order (“LHO”)
Structured Records
Unstructured Records
•
•
•
•
•
•
•
•
•
10
Voice Recordings
Free-format written reports
Email Communications
Instant Messages
Physical Records
Boxed Records
Open Shelving / Folders / Binders
Microfilm
Notebooks / Scratchpads / Post-Its
Records Management






Common core systems
Business support systems
Reports to Swap Data Repositories
ETRM Reports
Mark-up language files (HTML, XML, FpML, etc.)
Fixed-format written reports
Copyright © 2014 Deloitte Development LLC. All rights reserved.
Requirements
Creation
Retention
End of Life
Afterlife
RMP
Factors driving records management improvements
Important
Drivers
A Program includes
consideration of…
Foundational RM Program
Components
People
Informational
Overload
Operational Costs of
Litigation Response
The people who make the RM
program happen and the people
who create and store records
across the company
Policies and
Program
Governance
Processes and
Procedures
Retention and
Disposition
Legal Holds and
Discovery
Readiness
Information
Technology
Communications
/Training
& Change
Management
Process
Regulatory
Trends
Risks of
Non-Compliance
Security &
Privacy
Concerns
11
Processes and procedures to
consistently manage records
across their lifecycle and
across various
Business/Corporate Centers
and geographies
Technology
The technology components
that enable the retention and
defensible destruction of
electronic records
Records Management
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March 11, 2014 • 11
Requirements
Creation
Retention
End of Life
Afterlife
RMP
Components of a records management program
• Policies & Program Governance: a well defined policy with supporting
standards and governance is the key to a consistent records management
program.
• Processes and Procedures: the specific “how-to” for maintaining information
assets in accordance with a records retention schedule that is founded in
governing regulations and operational leading practices
• Retention and disposition: Define the active life, the retention period, storage
locations, retrieval standards and the destruction process for records.
• Legal Holds and Discovery Readiness: preparing to respond to legal holds
with a specific, tightly focused collection of records.
• Information Technology: systems used to track existing records, crossreference records by various keys, and track which records are stored on-site,
off-site, or destroyed.
• Change Management / Training and Communications: the owners of records
understand their responsibilities and are able to comply with the records
management requirements as part of their business processes
12
Records Management
Copyright © 2014 Deloitte Development LLC. All rights reserved.
Requirements
Creation
Retention
End of Life
Afterlife
RMP
Improving an existing records management program
Program Management and Change Leadership
Development and Implementation
Strategy
Governance,
Policies &
Procedures
• Analyze existing governance structure
• Review existing policies & procedures
• Determine regulatory requirements
• Develop preliminary governance
model
• Validate observations and
identified gaps
Retention &
Disposition
• Conduct business interviews
• Identify high-level information flows
• Obtain inventory of corporate and key
business records
• Validate high-level information
flows and inventories
• Propose recommended data
classifications/retention periods
• Review with counsel
Information
Technology
• Conduct technology assessment through
interviews and data analysis
• Identify record systems and owners
• Validate technology
• Review high-level process
requirements for future state
• Provide alternatives for automated
solutions
Legal Holds &
Discovery
Readiness
• Analyze existing LHO process
• Analyze RM practices
• Validate LHO process
• Provide alternatives
Communication
& Training
• Assess existing communications & training
• Identify target audience & key messages
• Validate communication & training
approach
13
Records Management
Enterprise rollout of policies.
procedures &
practices
Develop
Governance & RM
Policies
Define
Classification &
Retention
Schedule
Design Technical
RM Controls &
Procedures for RM
Systems
Legal Hold Order
Policy &
Procedures
Develop RM
Communications &
Training Program
Phased Enterprise Rollout of RM projects
Future State Operating
Model & Roadmap
Records Management Foundational Components
Records Management Framework
Current State Assessment
Implemented
retention
schedule
Enabled
ECM
environments
integration
Program
sustainment &
compliance
monitoring
Program
outreach and
training delivered
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