1. GENERAL PROVISIONS
1.1. The Analytical Credit Rating Agency (Joint-Stock Company), hereinafter referred to as ACRA, shall ensure full, accurate, timely and clear to all investors and Credit Rating users disclosure of all relevant information pertaining to Credit Ratings, in accordance with the requirements of Federal Law No. 222-FZ dated July 13, 2015 “On Activity of Credit Rating Agencies in the Russian Federation, On Amending Article 76.1 of the Federal Law ‘On the Central Bank of the Russian Federation (Bank of Russia)’ and Recognizing Null and Void Certain Provisions of Legislative Acts of the Russian Federation”, statutory regulations of the Bank of Russia, as well as the ACRA’s Code of Ethics and Professional Conduct.
2. LIST OF TERMS AND DEFINITIONS
2.1. ACRA – Analytical Credit Rating Agency (Joint-Stock Company).
2.2. Analytical Unit – a set of ACRA’s business units performing mainly Rating Analysis.
2.3. Appeal – a reasoned disagreement by a Rated Entity (external appeal) or by a member of the Rating Committee (internal appeal) with a decision taken by the Rating Committee.
2.4. Leading Rating Analyst – a Rating Analyst whose main responsibilities include interaction with the Rated Entity on a specific Credit Rating, preparation of documents and proposals for the Rating Committee with regard to such a Credit Rating.
2.5. Conflict of Interest – a situation when interests (direct or indirect) of ACRA, its shareholders, Rating Analysts, other ACRA employees and persons exercising control over, or having a significant influence on ACRA, may adversely affect independence or objectiveness of ACRA (including the assignment of Credit Ratings or their outlooks) and entail other negative consequences for credit rating users, including lenders and investors, ACRA, its employees and/or Rated Entities.
2.6. Credit Rating – ACRA’s opinion on the ability of a Rated Entity to meet its financial obligations (creditworthiness, financial reliability, financial stability) and/or on the credit risk of its specific financial obligations or instruments, expressed through a rating category.
2.7. Credit Rating of Structured Finance Instruments and Obligations – ACRA’s opinion on the probability and magnitude of losses related to rated obligations of an SPV (or similar issuers and Rated Entities) that depend on the ability of this SPV to fulfill its financial liabilities secured by monetary claims and/or other property owned by this SPV and/or third parties. A credit rating of Structured Finance Instruments and Obligations is one of Credit Rating types.
2.8. Methodology (Rating Methodology) – an ACRA internal document, which defines the principles and forms of the analysis of quantitative and qualitative factors and provides guidance on the application of models and key rating assumptions, which lay the basis for decisions on Rating Actions.
2.9. Unsolicited Credit Rating – a Credit Rating assigned by ACRA without signing a contract with the Rated Entity.
2.10. Rating Object – a Rated Entity and/or its financial obligations (creditworthiness, financial reliability, financial sustainability) or financial instruments.
2.11. Expected Credit Rating – ACRA’s opinion on the ability of a Rated Entity (special purpose entity) to pay for debt instruments issued by it, including instruments and structured finance obligations, expressed in a rating category on a relevant rating scale and made based on the draft issue documents and the expected terms of issue. The Expected Credit Rating may be assigned, if needed, in preparation for a Credit Rating. The Expected Credit Rating Process is similar to the Credit Rating Process.
2.12. Press Release – an informational message by ACRA containing a gist of Rating Actions with regard to a Rated Entity or any other information disclosed by ACRA.
2.13. Credit Rating Outlook – ACRA’s opinion on a likely credit rating change within a certain time period (typically 12 to 18 months). Credit rating outlooks are not assigned to credit ratings of structured finance instruments and obligations, nor to credit ratings of financial liabilities.
2.14. Publication – disclosure of information on ACRA’s official website www.acra-ratings.ru.
2.15. Rating Analysis – a set of actions taken by Rating Analysts in compliance with ACRA’s specific internal documents and related to interaction with a Rated Entity (issuer, deal arranger) (incl. rating meetings), preparation of materials for the Rating Committee, including the required quantitative and qualitative analysis of all available to ACRA information regarding the Rating Object, which in ACRA’s opinion may affect the Credit Rating assigned based on a Methodology, as well as initiation of a Rating Committee meeting for implementation of Rating Actions.
2.16. Rating Analyst – an employee at the Analytical Unit performing analytical functions required for Rating Actions.
2.17. Rating Action – any of the listed events with regard to the Credit Rating or to the Credit Rating outlook: preparation, assignment, affirmation, review or withdrawal.
2.18. Rating Committee – a group of Rating Analysts, including the Chairman of the Rating Committee, who decide on Rating Actions.
2.19. Rated Entity – a legal or public-law entity whose ability to meet its financial obligations (creditworthiness, financial reliability, financial stability) is directly or indirectly assessed in a Credit Rating.
2.20. Rating Process – a set of operations within the framework of Rating Activities, including: the selection and appointment of Rating Analysts for performing Rating Analysis, the very process of carrying out Rating Analysis, holding a Rating Committee meeting on Rating Actions, interaction with a Rated Entity/Issuer or its representatives and publication of a Credit Rating when appropriate on ACRA’s website.
2.21. Compliance and Internal Control Service – ACRA’s unit performing the functions of an internal control body.
2.22. Sovereign Credit Rating – a Credit Rating, assigned to the Russian Federation or a foreign state, or to a subject of the Russian Federation or an administrative and territorial unit of a foreign state, a public authority of the Russian Federation or a foreign state, a public authority of the subject of the Russian Federation or administrative and territorial units of foreign States, or local authorities of the Russian Federation or a foreign state, a union of states, an international financial organization and/or their select financial obligations or instruments.
3. INFORMATION DISCLOSED FOLLOWING RATING ACTIONS
3.1. ACRA discloses information on the results of the its Rating Actions by Publication of a Press Release. ACRA’s published opinion on any assigned or revised Credit Rating must explicitly mention the following:
3.1.1. The dates of the first and last publication of a Credit Rating;
3.1.2. The Credit Rating Outlook (if available);
3.1.3. The period of time within which a revision of the Credit Rating (Credit Rating Outlook) is expected;
3.1.4. The rating scale used in assigning of Credit Ratings (international/national);
3.1.5. The rationale for the Credit Rating and its outlook;
3.1.6. References to the Methodologies applied in assigning/revising such Credit Rating and outlook;
3.1.7. All meaningful sources of information, including the Rated Entity; in certain cases, ACRA may indicate the use different sources of information in the analysis, if in the opinion of ACRA, more detailed disclosure will result in greater transparency of its analytical conclusions for investors and other users of ACRA’s Credit Ratings. In the case where such information materially differs from the officially published financial statements of the Rated Entity/issuer, ACRA will also disclosure such deviations;
3.1.8. The fact of participation or non-participation of the Rated Entity/issuer or persons exercising control over, or having significant influence on, such Rated Entity/issuer, in the Rating Process;
3.1.9. The fact of primary assignment of the Credit Rating if the latter is assigned for the first time to the Rated Entity/obligation;
3.1.10. The fact of provision of ancillary services, if any, by ACRA to a Rated Entity/Issuer;
3.1.11. Any limitations with respect to a Credit Rating or Credit Rating Outlook, including those affecting the quality of information about the Rated Object in possession of ACRA;
3.1.12. Deviations, if any, from the applicable methodologies and reasons therefor;
3.1.13. In case of an Expected Credit Rating, in addition to information mentioned in 3.1.1–3.1.11, any possible differences between the Credit Rating and the Expected Credit Rating and reasons therefor;
3.1.14. In case a Credit Rating is assigned after an Expected Credit Rating has been assigned, in addition to information mentioned in 3.1.1–3.1.11, the Expected Credit Rating assigned before that.
3.2. When disclosing an Unsolicited Credit Rating, including Unsolicited Sovereign Credit Rating, ACRA shall indicate, in addition to the information specified in Clause 3.1, that the Credit Rating is Unsolicited in the relevant Press Release.
3.3. To correct factual errors, if any, and exclude confidential information from the Press Release, ACRA shall send to the Rated Entity a notice with the draft Press Release attached, including information mentioned in Clause 3.1 hereof, during the Rated Entity’s working hours and not later than one business day prior to the disclosure of the Credit Rating or Credit Rating Outlook or the publication of the Press Release on the withdrawal of the Credit Rating.
3.4. ACRA usually sets the deadline for the Rated Entity to review the rating Press Release at two working days from the date of notice under Clause 3.3. Contracts with Rated Entities may set other review deadlines, but no more than 5 working days from the date of sending the notification.
3.5. If rating actions are conducted with regard to structured finance obligations and instruments, the review deadline is one working day.
3.6. ACRA can decide to not set a review deadline:
3.6.1. When a Credit Rating is withdrawn without confirmation, upgraded or downgraded.
3.6.2. When assigning or changing the “Rating under revision” status without simultaneously confirming, raising or lowering the Credit Rating.
3.7. In case of changes in the Credit Rating or Credit Rating Outlook ACRA shall not modify or update its previous Press Release, but publishes a new one in accordance with the requirements of Clause 3.1 of this Procedure.
3.8. If the Press Release on the results of a Rating Action was published with errors or did not contain all the necessary information, ACRA shall make the necessary changes to the published Press Release and specify such changes on its official website as soon as possible, but not later than three working days following the date when the mentioned deficiencies were discovered.
3.9. Before disclosing the modified Press Release, ACRA sends its draft to the Rated Entity, subject to Clause 3.3 of this Procedure.
3.10. If a Press Release is amended, but this is not related to errors or lack of necessary information, information on these changes shall not be disclosed on ACRA’s official website.
3.11. Sovereign Credit Ratings are subject to disclosure in accordance with the Calendar of Revisions of the Sovereign Credit Ratings (the Calendar) sent by ACRA to the Bank of Russia in accordance with the procedure set by latter regarding submission by credit rating agencies to the Bank of Russia of documents, information and data.
3.12. Assignment of an Expected Credit Rating in preparation for assigning a Sovereign Credit Rating shall not require the disclosure procedures described in Clause 3.8.
3.13. In case of any deviation from the Calendar, ACRA shall disclose the reasons for such deviation in the following manner:
3.13.1. In case a Sovereign Credit Rating is revised and disclosed prior to the relevant date indicated in the Calendar, ACRA shall disclose the reasons for such deviation on its official website, concurrently with the disclosure of such Sovereign Credit Rating.
3.13.2. In case a Sovereign Credit Rating is not revised and disclosed on the date indicated in the Calendar, ACRA shall disclose the reasons for such deviation on its official website on such date. ACRA shall also update the Calendar, send it to the Bank of Russia and post it on the official website of ACRA.
3.14. Information on the reasons for the deviation from the Calendar shall include relevant circumstances that have given rise to such deviation.
3.15. Information on the reasons for any deviation from the Calendar shall be available at the official website of ACRA for at least three years after the disclosure date thereof.
4. TIMELINE OF INFORMATION DISCLOSURE
4.1. If there is no Appeal to a decision of the Rating Committee, ACRA shall disclose a Press Release with information on the rating actions carried out not later than one working day after the review deadline set forth in accordance with Clause 3.4.
4.2. If a review deadline for the draft Press Release is not set, ACRA shall disclose the Press Release no later than one working day from the date of notification to the Rated Entity.
5. FINAL PROVISIONS
5.1. ACRA shall publish its Press Releases on its official website at www.acra-ratings.ru.
5.2. Any changes or additions to this Procedure must be documented in writing and agreed with the CICS and approved by the Board of Directors of ACRA.
5.3. Deviations from the requirements of this Procedure, which lead to violations of normative acts of the Russian Federation and Bank of Russia’s requirements are not permitted. If any changes in the legislation of the Russian Federation or regulations of the Bank of Russia run in conflict with separate clauses of this Procedure, such clauses shall be become void, and until they are amended the ACRA staff shall rely on the legislation of the Russian Federation.
5.4. ACRA employees shall inform the CICS for all violations of the present Regulation, as well as violations of requirements of normative acts of the Russian Federation or requirements of the Bank of Russia.
5.5. The Procedure shall come into force from the date of its approval by ACRA’s Board of Directors and shall be published on ACRA’s website within three days after such approval and shall remain effective until the updated Procedure or other replacement document is approved by the Board of Directors.
