Article 63Z7 InterpretationF1

In this Chapter—

• “benchmark” has the meaning given in Article 3(1)(3) (definitions) of the UK Benchmarks Regulation;

• “charity” means—

  1. (a)

     in England and Wales, a charity registered under section 30(1) of the Charities Act 2011;

  2. (b)

     in Scotland, a charity registered under section 3 of the Charities and Trustee Investment (Scotland) Act 2005;

  3. (c)

     in Northern Ireland, a charity registered under section 16(2) of the Charities Act (Northern Ireland) 2008;

• “ESG factor” means an environmental, social or governance factor;

• “ESG rating” means an assessment regarding one or more ESG factors, which—

  1. (a)

     is produced in the form of an opinion, a score or a combination of both, where—

     1. (i)

        “score” means a measure derived from data and a pre-established statistical or algorithmic system or model, without additional substantial analytical input from an analyst, and

     2. (ii)

        “opinion” means an assessment involving substantial analytical input from an analyst, and

  2. (b)

     is prepared using an established methodology and a defined ranking system of rating categories,

  whether or not it is characterised as an ESG rating;

• “located in the United Kingdom” means—

  1. (a)

     in relation to a legal person—

     1. (i)

        the person’s registered office is in the United Kingdom, or, if the person does not have a registered office, the person’s head office is in the United Kingdom, or

     2. (ii)

        the person's registered office is outside of the United Kingdom (or, if the person does not have a registered office, the person's head office is outside of the United Kingdom) but it is providing or receiving the ESG rating (as the case may be) through an establishment maintained by it in the United Kingdom, and

  2. (b)

     in relation to a natural person, means a person who is able to satisfy the requirements of the statutory residence test as set out in Schedule 45 to the Finance Act 2013 at the time that the ESG rating is made available to them;

• “make”, in relation to an investment specified in Part 3, includes, but is not limited to—

  1. (a)

     buying, selling, subscribing for, exchanging, redeeming, holding or underwriting the investment, or

  2. (b)

     exercising or not exercising any right conferred by such an investment to buy, sell, subscribe for, exchange or redeem such an investment;

• “making available”, in relation to an ESG rating, includes, but is not limited to, issuing the rating to another person in hard-copy or electronic form or publishing on a website or other digital medium, and references to the rating having been made available are to be construed accordingly;

• “providing”, in relation to an ESG rating, means producing it and making it available, and a person (“P”)—

  1. (a)

     does not provide an ESG rating unless they both produce it and make it available, and

  2. (b)

     is to be regarded as providing an ESG rating to a person located in the United Kingdom (“R”) where P—

     1. (i)

        is not located in the United Kingdom, and

     2. (ii)

        produces and makes available an ESG rating to a person other than R in circumstances where P could reasonably expect the rating to be made available to R;

• “provision of a benchmark” has the meaning given in Article 3(1)(5) of the UK Benchmarks Regulation and “provide a benchmark” is to be construed accordingly;

• “rating category” includes, but is not limited to, a variable or division within a system, such as a letter, number, symbol, colour or temperature, that provides a relative measure to distinguish one or more characteristics of various rated items;

• “supervised entity” has the meaning given in Article (3)(1)(17) of the UK Benchmarks Regulation;

• “the UK Benchmarks Regulation” means Regulation EU 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014, as it forms part of assimilated law;

• “the UK CRAR” means Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies.