Accessible FX market disclosures: Transparency for a virtual environment - speech by Rohan Churm

Speech

I’m here to talk about FX market transparency and how the Global Code Review will support it. Guy Debelle spoke yesterday to summarise the outcome of the first three-year Review (Review) of the Global Code (Code)^{footnote [1]}. As he told you, many of the changes in the Review are designed to bring about greater transparency in an increasingly complex market. And I will focus on the disclosures aspects, particularly the new Disclosures Cover Sheets.

I’ll talk about why change was needed, including the feedback received from market participants during the review process. I’ll cover the process the Disclosures Working Group went through to identify key issues, and the solutions we think could address them. And I’ll spend a bit of time talking about how the new Disclosure Cover Sheets might be populated and used. In doing so, I will also touch on what they are not intended or able to do. Finally, I’ll cover the timeline for implementation, and then I am very interested in your questions.

Before diving into the content, I wanted to briefly reflect on the current situation.

The virtual environment

Less than two years ago, the idea of a virtual forum like this would have been alien to me. And if I am honest delivering a speech from my dining room is still not quite natural. But there are benefits. The FX market is global. It is great to be able to engage with people in different continents without the carbon cost of flying. In return we must all aspire to be fluent in multiple different conferencing software packages from our laptops.

As Head of Foreign Exchange Division at the Bank of England (Bank), I am responsible for all of our Foreign Currency operations. That includes managing the UK’s FX reserves, and serving our customers including government departments and other central banks. Before the Covid crisis, staff in the department could work from home, and many did. But all trading had to be done from the Bank’s dealing room, or the contingency site.

It feels like old news now to say we were positively surprised by our ability to operate with staff in their kitchens, bedrooms, and garden sheds^{footnote [2]}. And the Bank of England was far from unique – the market learned to adapt, fast^{footnote [3]}. At the Bank our main base for operations has been ‘home’ ever since. As we plan for the future we do want staff to come back to the office and interact in person^{footnote [4]}. But there is no vision to return to the world of January 2020.

At this point you may reasonably be asking how this relates to the Global Code. So let me set that out.

Innovation is not only good in general, but it can be critical. If the Bank were unable to adapt to the pandemic in spring 2020 we would have failed in our mission. The Code is set of principles of good practice in the foreign exchange market. It supports a diverse range of market participants and business models. It aims to focus on what should be done, not precisely how it should be done. This enables practices to adapt.

This principles based approach also means that the Global Foreign Exchange Committee (GFXC) has resisted adding excessive detail to the wording of the Code. Rather than prescribe a single type of acceptable behaviour, the GFXC has often chosen the route of ensuring that there is sufficient transparency for market participants to make informed decisions regarding the nature, impact and risks of their interaction with each other.

The foreign exchange market adapted particularly rapidly in early 2020, but it is always adapting. With the benefit of hindsight it is easy to think of reasons it was able to function with so many people working at home. As a genuinely global market it was already possible for participants to trade with each other from very different locations. And as an electronic and increasingly automated market there were growing shares of trading decisions taken virtually by pre-programmed algorithms running in server centres^{footnote [5]}. Meanwhile, turnover keeps hitting new record highs.^{footnote [6]}

The constant evolution of market technology and structures means that the Global Code needs to evolve to stay relevant. A past issue with some industry codes was that they were not updated and became stale^{footnote [7]}. To avoid repeating that mistake, the GFXC has the responsibility of maintaining and updating the Code on a regular basis^{footnote [8]}. The Bank is a strong supporter in general of market codes of conduct, and ensuring that such ‘soft infrastructure’ keeps up with technology and other hard infrastructure^{footnote [9]}. The Code was first published in May 2017. That is a long-time ago in a fast market like FX^{footnote [10]}. Around 20 billion five millisecond price feed windows in fact^{footnote [11]}. Changes will be needed again in future.^{footnote [12]}

The final link is my role. The Bank engages in GFXC, and with the London FX committee, not as a markets regulator^{footnote [13]} but as a convenor of different market participants, to support collective actions.

But we are an informed convenor. Our engagement is informed by our presence and operations in markets every day, and by our conversations with an ever more diverse range of market participants^{footnote [14]}. I could see that there was room for improvement in disclosures, and was excited to get involved in that aspect of the Review.

Background to the disclosures working group – why was change needed?

I did not have any special foresight in thinking transparency would be an important part of the Review^{footnote [15]}. Indeed, transparency and disclosures have always been important to the Code. From the start the Code outlined their importance across several principles, such as Principle 11, which says that market participants should be transparent if pre-hedging client orders, or Principle 14, which sets out a series of things that should be disclosed around Mark Up. After initial publication of the Code in 2017, a large number of market participants reviewed and improved their disclosures. The GFXC supported this with a guidance paper on disclosures and transparency^{footnote [16]}. Amongst other things this paper developed a list of characteristics of good disclosures as a voluntary tool to strengthen the disclosure landscape by increasing awareness and dialogue between market participants around business practices.

At the same time, and despite these efforts, there was feedback from market participants that disclosures were variable, and that the adequacy of some elements of disclosures remained an issue. That feedback included the 2019 GFXC survey^{footnote [17]}, carried out ahead of the three-year Review. The GFXC Disclosures Working Group was one of five working groups set up as part of the Review. Its role was to identify the key issues still present in the FX disclosure landscape and then formulate solutions.

I was asked to Chair that working group and was fortunate to be supported by a diverse group of market participants from different jurisdictions, market segments (buy-side, sell-side, platforms), and business areas. Each of those participants was also aiming to bring the experience of their work and conversations with others. I have had a lot of conversations about this topic over the past few years. I was also informed by the Bank’s experience accessing, comparing and understanding our counterparties’ disclosures, for the purposes of our operations^{footnote [18]}.

In terms of scope we aimed to identify a small number of key issues where solutions could make a practical difference.

We thought about those in the framework set out by the first disclosures and transparency group, considering: Content; Clarity; Accessibility; and Review. We considered changes in market practice or structure since the launch of the Code. And we recognised the need to complement other working groups, for example:

• The Anonymous trading working group would consider the role of trading venue providers and prime brokers in facilitating disclosures.
• The Algos/Transaction Cost Analysis (TCA) working group would consider guidance around TCA for increasing transparency around algorithmic execution^{footnote [19]}.
• The Trading principles working group would consider three Code Principles – capacity, pre-hedging, and last look^{footnote [20]} – which were also areas where there had been some less positive feedback around disclosures.

Through discussion among working group members, engagement with market participants, review of the 2019 GFXC survey results and an assessment of these views against the Code’s already existing expectations for disclosures, the group came to a collective view on the key issues in the disclosure landscape (see Figure 1).

Proliferation of information – a hurdle to accessibility and review

First, it was generally appreciated across the market that there had been genuine efforts to improve the content of disclosures over the prior three years. But these efforts may have, in turn, led to a proliferation of information provided to market participants. Several different sets of disclosures can be produced, with some publicly available and others provided bilaterally, depending on the intended purpose of the material. Disclosure documents are reviewed and updated at different times by different counterparties, and there is no central repository of multiple firms’ disclosures. This can create particular challenges for buy-side firms in consuming and managing the volume of information provided to them by counterparties.

Inconsistent content in key areas

Second, there remained a set of key topics to which disclosures are unclear or lacking relative to the Code’s expectations. Topics discussed in this bracket include last look practices (length of window, asymmetric vs symmetric application, trading in the last look window, cover and deal), pre-hedging, and clarity around whether a market participant is acting as a principal or agent. For instance, Principle 17 on Last Look states that “Market Participant[s] should disclose, at a minimum … the expected or typical period of time for making that decision [to accept or reject the trade]”. Given the heightened interest in these topics, they would benefit from more consistent sign-posting across market participants’ disclosure documents.

Unclear language and legalese

Third, working group members stressed the importance that relevant business areas are heavily involved in the drafting of disclosures, ensuring the documents clearly reflect a firms’ trading practices and are easily interpreted. It was agreed that there is a role for compliance and legal areas in holding the pen on disclosure documents, often being an effective conduit between different market areas. But it should be recognised that in isolation this can lead to unhelpful use of legalese and a lack of “Plain English”.

Uninformative reject codes

Fourth, there are elements of the disclosure landscape not currently covered explicitly within the Code or that would benefit from further clarification. Notably, standardisation of reject codes^{footnote [21]} was a topic the working group was aware of as being in focus for some market participants.

In considering possible solutions to these issues, the working group concluded that disclosures provided by different types of market participants require different focuses – notably trading platforms have a different set of considerations for their disclosures compared to other market participants. So whilst some issues are pertinent across the full range of market participant disclosures – e.g. those relating to accessibility & review – others only relate to a sub-set – e.g. disclosures of certain “key topics” including last look and pre-hedging. Recognition of this point is crucial for the success of any greater standardisation.

Key solutions identified

Before talking about solutions, I want to recall that the Code is about Principles. And the Working Group wanted to focus on a small number of practical changes that would make a material difference. As you might then expect, the group did not propose a new response to all of the issues identified above. For example, the group has not attempted to define “Plain English”. Although I do hope that the material we have produced, and the guidance that will accompany it, does avoid unhelpful legalese.

In fact, we narrowed solutions down to three.

First, to include more explicit references in the Code to the provision of information around trade rejections. This reflects the growing importance of TCA in a fragmented electronic trading market utilising last look. A buy-side firm carrying out TCA to compare the service received from different counterparties needs information on why some electronic trade requests and/or orders have been rejected. Principle 9 of the Code now sets out that market participants should make clear up front the basis on which trade requests and/or orders might be rejected. And Principle 36 sets out that market participants should keep an accurate and timely record of the reasons behind electronic trade request and order rejections, consistent with the reasons set out under Principle 9, to be able to provide transparency to Clients.

What this means in practical terms is that clients should know in advance the reasons why trade requests could be rejected, and can if they wish receive reject code information on any trades that are rejected, that should map to those reasons. Market participants can then more easily analyse that information and use it to make an informed choice about their counterparties.

It is worth noting that a large number of market participants would have preferred more standardisation here. By that I mean the GFXC setting out in the Code a standardised set of reasons for trade rejects, which could then be most easily compared across liquidity providers. Of course this ease of comparability could come with costs. So there is a trade-off. And a large number of market participants were explicitly against further standardisation. So after discussion and feedback from FX Committees across different jurisdictions, the GFXC set out the principle that clear trade rejection information should be provided to clients. Exactly how that occurs is left to the market. And some market-led initiatives to promote further standardisation have emerged^{footnote [22]}. That is how a principles-based market-led Code works.

The second solution is that the working group has created templates for Disclosures Cover Sheets. These Cover Sheets will enable a summary of headline information on key topics, along with links to the relevant underlying disclosures. The aim is to make it easier for market participants to quickly access and navigate those disclosures. Reflecting the diversity of market participants, there is no one size fits all approach, with separate Cover Sheets for liquidity providers and for FX E-Trading platforms^{footnote [23]}.

The third solution is related. The market-led public registers will allow posting of Cover Sheets. And the GFXC’s Global Index of Public Registers, which draws in information from the market-led registers, will be adapted to also be a central repository of Cover Sheets. These steps should significantly improve the ease of review.

The GFXC published draft Disclosure Cover Sheet templates^{footnote [24]} in April as part of the public request for feedback, and the feedback received has now itself been published. The final templates and associated guidance material will be published in August, alongside the publication of a Guidance Paper on last look. This allows us to ensure the Disclosure Cover Sheets are consistent with other Code material. That is an important principle behind the cover sheets. They do not introduce any new expectations, but act as an accessible contents page into understanding market behaviours and discussing them with counterparties.

Disclosure Cover Sheets in practice

It makes sense at this point to consider how Disclosure Cover Sheets can be completed and how they can be used.

A Cover Sheet should be fairly straightforward to complete. The templates consist primarily of checkbox answers and boxes to add hyperlinks to the relevant underlying disclosures^{footnote [25]}, with limited room for a short narrative. In order to check that they were indeed straightforward, we ran a pilot with volunteers from a set of market participants privately completing cover sheets. It took two weeks for the final one to come back. One participant took just half an hour! I recognise that when things are live firms may take a little longer to go through formal processes. And it may take some firms longer if they recognise during the Cover Sheet process that they wish to amend their underlying disclosures, which would be great by the way. We will be accompanying publication of the templates with guidance and FAQs on the GFXC website to support those completing and posting them^{footnote [26]}.

In terms of use, I would anticipate that market participants would use the cover sheets as a way into assessing platforms and/or liquidity providers and an easy way to navigate to the relevant pages of the most up to date disclosures. But there is no way in which the Cover Sheets will eliminate the need to understand the underlying disclosures. They are a complement not a substitute. And participants will use the Cover Sheets and disclosures to understand where they need further conversations or analysis in order to make an informed decision.

For example, asymmetric price checks during the last look window introduce greater complexity for liquidity consumers in monitoring the effectiveness of their execution. It is therefore particularly important for liquidity providers using it to disclose that, and for liquidity consumers to understand the circumstances in which they are used. The draft liquidity provider Cover Sheet includes a specific box to highlight if asymmetrical last look is ever used, and a space to briefly describe the circumstances if so. For example, is it by default, or only by request? The underlying disclosures should provide more precise detail.

I can conclude this section by just summarising some things that the Cover Sheets will and won’t do.

• They will not be obligatory
• They will support market participants in meeting the range of disclosure and transparency principles in the Code
• They do not introduce any disclosure expectations that are not in the Code
• They will make it easier to access and review underlying disclosures
• It will not be possible to be sufficiently informed using only the Cover sheets
• They will empower clients in requesting transparency in line with Code principles
• They do not force standardisation of all disclosures
• They will allow market participants to maintain control of their underlying disclosures
• They do not prevent innovation to improve underlying disclosures

The intention is thus that the Cover Sheets will help support informed choice and competition.

The path from here

I will finish by briefly outlining the timeline for implementation.

The updated Code text is live already, and includes the changes regarding reject codes I mentioned earlier. The Disclosure Cover Sheet templates should be published in August, along with associated guidance and FAQs. At that point liquidity providers and E-Trading platforms can start preparing their Cover Sheets for publication. Some changes need to be put through the Global Index and other Public Registers in order for them to hold the Cover Sheets^{footnote [27]}, and so I would expect the first Cover Sheets to be going live towards the end of this calendar year, in time for Christmas. But I trust their support for informed choice and competition in the market will be for life.

Conclusion

To conclude. Many of the changes in the Review of the Code are designed to bring about greater transparency in an increasingly complex market. This should promote informed choice and competition.

Disclosures Cover Sheet templates for liquidity providers and FX E-Trading platforms will be published in August. They will be straightforward to complete. And they will help market participants evaluate the information disclosed to them.

I would like to thank Ed Kent for his help in preparing the text and graphics. I also thank Sadia Arif, Andrew Butcher, Grigoria Christodoulou, Andrew Hauser, Maggie Illingworth and James O’Connor for their comments and contributions. The solutions described in this speech reflect the GFXC process, notably the market participants who joined the GFXC Disclosures Working Group. However all of the opinions, particularly any errors, are my own.