Updated: 27 March 2020.
_The CSSF issues recommendations have been combined in a COVID-19 FAQ which is updated by CSSF on a regular basis. Find below the latest CSSF public COVID-19 communications to regulated entities falling under its supervision.
Disclosure of Information by Issuers of Securities under the Transparency Law
The CSSF will not take any administrative measures or sanctions in relation to issuers’ failure to comply with the upcoming deadlines for the publication of periodic information required by Articles 3, 4 and 5 of the Law of 11 January 2008 on transparency requirements for issuers (the “Transparency Law”).
Issuers may make use of additional two months, if they feel it appropriate to do so, to publish the above mentioned upcoming periodic information. This temporary measure applies to issuers for which Luxembourg is the home Member State pursuant to the Transparency Law for reporting periods ending on 31 December 2019 or after that date but before 1 April 2020.
Although the CSSF temporary relief will permit issuers that need additional time to provide comprehensive and high quality financial information, the CSSF expects that issuers take all necessary and reasonable measures in order to publish periodic information within, or as near as possible to, the deadlines set by the Transparency Law.
In order to ensure investor protection and preserve integrity of markets, the CSSF also considers that:
Issuers reasonably anticipating their financial reports to be delayed should inform the market thereof; and
Issuers and holders of securities shall pay particular attention to compliance with ongoing disclosure requirements set by the Transparency Law and by Regulation (EU) No 596/2014 on market abuse (“MAR”). This notably concerns issuers’ requirements to disclose inside information (Article 17 of MAR), the requirement to notify and publish major holdings (in case thresholds provided in Article 8(1) of the Transparency Law are reached or passed) as well as the requirement to notify and publish managers’ transactions (Article 19 of MAR).
Issuers anticipating their financial reports to be delayed should also inform the CSSF thereof (via email@example.com) as soon as possible and in any case before the expiry of the legal deadline in question and indicate the reasons leading to the delay as well as, insofar possible, the expected publication date.
The CSSF acknowledges that delays granted by national governments through exceptional measures in the context of COVID-19 might not always match with the above mentioned delays. Where appropriate in the securities markets framework, the CSSF will take this into account in its assessment.
Please also note that the European Securities and Markets Authority (ESMA) has published a statement on actions to mitigate the impact of COVID-19 on the EU financial markets regarding publication deadlines under the Transparency Directive.
25 March 2020: Long Form Reports Communication
Given the impact of COVID-19 on audited entities and funds, as well as on the auditors, the CSSF has decided that where necessary the long form report may exceptionally be remitted up to four months after the annual general meeting of the audited entity or fund, excluding delays for such AGMs granted by the government through exceptional measures.
Both delays shall not be applied cumulatively. Where the submission can be performed within the ordinary deadlines without compromising the quality of the audit work, a timely submission is encouraged. Please also note that the Committee of European Auditing Oversight Bodies (CEAOB) has published on 25 March 2020 a statement on the COVID-19 impact on audits of financial statements.
23 March 2020: Regulatory Reporting
CSSF asked supervised entities to perform the CSSF regulatory reporting when it is due.
If, however, for operational reasons supervised entities experience difficulties to prepare or validate their CSSF reporting due to staff not being available, for example because they work remotely without having full access to all systems, then the supervised entities should contact the CSSF through their usual channels as soon as possible and ahead of reporting deadlines. The CSSF will not apply a strict enforcement policy with regards to reporting if delays are duly justified, during the COVID-19 crisis. The leeway applied by the CSSF will be closely coordinated with national authorities, the European Supervisory Authorities as well as the European Central Bank.
As at 22 March 2020, main topics covered by the Covid-19 FAQ are the following:
- Minimum IT security conditions recommended for remote access;
- Recommendation made to favour work from home in the framework of the regulated entities’ business continuity plan (also applicable to support PSF);
- Communication of ECB measures to alleviate the impacts of COVID-19 on Significant Institutions.
In addition, in its communication dated 22 March 2020, CSSF urges all supervised entities to immediately review their current organisational setup so as to ensure that:
- The least possible staff has to travel to, and work from, their usual workplace or backup site. The deployment of staff members to the usual workplace or backup site should be limited to vital functions that are essential to maintain the critical mission of supervised entities for them to remain operational provided that these functions cannot be performed remotely;
- Where staff is not equipped with laptops or other mobile devices, entities implement as soon as possible virtual desktop and other remote access solutions, cloud based or not.
Wildgen is following the CSSF communication on a daily basis. For any specific queries, please feel free to contact our Banking and Finance team (Michel Bulach, Michael Mbayi, Giuseppe Cafiero) or through the email address firstname.lastname@example.org.
All such communications are available on the CSSF website.