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Software is always a moving target. Software cannot be tangible at all times but is subject to constant further development and enhancement. Even Microsoft announces a new Windows release after having promised to have a final version 10 with incremental upgrades. In the AML compliance sector, i.e., AML, KYC and transaction screening, after a successful go live the next upgrade or migration project is already in progress since new regulations and security features demand enhanced versions. When selecting a new compliance system, there are many questions to be asked - one of which is the "cloud question", on which we will briefly provide some important aspects for your decision-making process. There are many promises such as lower costs, faster deployments, scalability, flexibility, future proofing and so on - which you can find in different flavors on all cloud software provider's websites.
Depending on the jurisdiction, several restrictions and laws in the context of storing sensitive data in the cloud must be adhered to. We will not even scrape the surface about their details, since this is a separate topic but still name two important regulations: GDPR and all its aspects can easily fill a week full of workshops, whereas MaRisk (see BaFin AT9) makes it more difficult to be compliant. One important aspect is the location of the cloud servers. It might be necessary, or at least favorable, to have the data not leave the country. Commercial cloud platforms like AWS, Google, Azure offer their services in multi-national regions, which could be a deal breaker for businesses in smaller countries. If you have found a suitable region, which is outside of the main areas (such as US or UK), it is possible that not all cloud services are currently on offer.
The next important factor is experience: do you already use cloud software in your company (other than Office365) and is the respective compliance software, e.g. screening, monitoring or research system, cloud ready or preferable cloud native? Because of its overall importance, the compliance department should not be in a position to pilot new technologies, it should rather follow the strategy than lead it. The trickier question is the latter, is the software cloud native? Since most solutions will be closed-source software, here are some indicators on how to determine this:
In the past, open-source software was often considered a no-go in the banking and compliance sector due to security and support issues. There are controversial discussions whether closed or open-source software is considered to be more secure. Most Linux distributions offer commercial support. Database systems (Mongo, PostgreSQL, Couchbase) also are backed by companies, the business model of which is to provide professional support and which thus can be forced by their customers to patch their systems to protect against any upcoming security vulnerabilities and to close any potential security gaps. In some sense this trend can be seen as the “best of both worlds”, the code is still freely available, but you can still expect enterprise level support.
Having legacy software that run in a cloud environment is possible, but in some sense this combines the worst of both worlds. The setup process can be complex. Dependencies to database and (Windows) operating systems may be in place. The hardware costs could be much higher since virtual machines are used instead of lightweight containers. Cloud environments claim to reduce costs. However, a virtual server with real CPUs and exclusively reserved memory costs much more if you host them yourself or if a third party also wants to have its share. For a quick comparison, just go to some web hosting companies and compare the server costs of e.g. AWS EC2 or Microsoft Azure VM, which do not even include storage. Therefore, one should carefully distinguish between running virtual machines on the "internet" and cloud-native solutions. The former will never save costs, the latter has the potential to save costs. It is very important to have a concept of the running costs of the solution, which will be paid directly or indirectly by the bank.
Another important aspect is the solution's performance. Does the provider guarantee response times and operating time (and are they covered by the cloud provider in the background)? If you buy Software-as-a-Service, all these aspects are ideally part of the contract and within the area of responsibility of the software provider.
Especially when the backend of the environment is not accessible to the end user or the tech team of the bank, it is important to have good APIs for extracting reports, logs and audit trails. The bank's compliance team is still responsible for compliance, so the available reports should be well established and tested. Nobody ever wants to hear this imaginary conversation:
Q: Dear vendor, can you please provide a report about all alerted transactions of the last 13 months and the respective users working on these alerts?
A: Dear customer, we kindly refer to the standard API package you have ordered, which does not cover any transaction details.
If the solution were to be on-premise, technically skilled consultants could be called and they may be able to produce some ad-hoc extracts from the database to please the auditor. Such a backend access is hardly possible with a real cloud solution - especially not with the assumed time restrictions in the imaginary situation.
While trending towards a cloud implementation, you should consider a potential vendor lock-in. Is it possible and feasible to switch from AWS to Google Cloud, for instance? All major cloud offerings come with hundreds of special services on which the application architecture may be built on. Using those services for developing a cloud solution might be smart and state of the art, but when the cloud provider is turning “evil” or just pricey, it could be difficult or almost impossible to switch providers. There are also software providers for application middleware to have the flexibility of AWS/Google/Azure without the lock-in effect such as dapr.io and similar frameworks.
Hybrid Cloud may be a valid third option, especially for stateless requests such as real time name and transaction screening. In this scenario, the user frontend is hosted on-premises and the CPU/IO heavy lifting is done in the cloud. It also could be a good idea to use the cloud for temporary projects such as parallel run and system migrations due to the almost unlimited flexibility of the hardware.
The answer to the cloud question is most likely "it depends". Newly established businesses are trending to go cloud native from the start. Larger institutes are happy to build their own cloud environments, since cloud does not necessarily mean to buy in one of the large providers but is rather a deployment and software design pattern. In the process of finding a suitable answer, my colleagues and myself from msg Rethink Compliance are well equipped in this domain and have profound experience in cloud, hybrid cloud and on-premise deployments to best assist you in this landmark decision.
Malta – the centre of criticism for years. As the first EU member state, the country has recently made it to the grey list of the Financial Action Task Force (FATF) due to increased and persistent money laundering and terrorist financing risks. The "grey list" is a global list of countries under increased scrutiny for deficiencies in the implementation of FATF standards.
Being an international supervisory authority, the FATF sets the standards and recommendations for combating money laundering, terrorist financing, and financing of weapons of mass destruction (proliferation) and controls their implementation on a regular basis. More than 200 states and jurisdictions are committed to complying with FATF standards, including all EU member states.
For many years, the state of Malta has repeatedly appeared in connection with corruption, money laundering, and organised crime. Nevertheless, the EU Commission has been inactive to date and even defended Malta at the FATF General Assembly - despite the fact that, among other things, the island state's "Blockchain Island" strategy is viewed with concern within the EU. Crypto companies gain access to the EU via Malta. For instance, Crypto.com received a Virtual Asset License on July 08, 2021, allowing it to do business within the entire EU.
Malta is not alone. Other European countries also have shortcomings in implementing and enforcing anti-money laundering laws and regulations. By November 2020, the FATF reviewed a total of 18 EU member states, and not a single one of them achieved a high level of effectiveness in terms of key indicators for combating money laundering.
Interesting in this context are countries, such as Latvia and Andorra, where glaring deficiencies in their processes have led to bank closures. Latvia also played a role in the "Russian Laundromat" affair. However, the FATF has not included either country in the grey country list to date. Perhaps this is due to the fact that Latvia and Andorra are members of MONEYVAL[1].
Cyprus provided another example of questionable action with the "Golden Passport" programme launched in 2013, which - according to the official announcement – was supposed to "attract foreign capital and support its own real estate market due to the financial crisis." The highlight: Cyprus has promised NON-EU citizens Cypriot citizenship if they invest at least two to two and a half million euros either in real estate or in a company with at least five employees or in shares of Cypriot companies and Cypriot government bonds. In this way, the Cypriot state received more than eight billion euros within six years, partly in capital and partly in investments. For the investors, this was a lucrative business, because in addition to Cypriot citizenship and the associated right to enter the EU, the Cypriot EU passport gave its holder the right to enter more than 150 countries around the world without any visa. In 2020, Cyprus discontinued the programme after pressure from many other EU member states. Bulgaria and Malta had similar programmes in place.
What are the Consequences of Malta's FATF Assessment for Obliged Entities according to the Anti-Money Laundering Act (AMLA)?
According to the European Commission Delegated Regulation (Directive (EU) 2015/849), enhanced due diligence requirements are to be applied for third countries.
Extract from Directive (EU) 2015/849:
Having regard to Directive (EU) 2015/849 of the European Parliament and of the Council (...) on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, (...), and in particular Article 9(2) thereof, whereas:
(2) All Union obliged entities under Directive (EU) 2015/849 should apply enhanced due diligence measures in their relationship to natural persons or legal entities established in high-risk third countries, thereby ensuring equivalent requirements for market participants across the Union.
Malta, as a member of the EU, does not fall under the definition of a third country. From this, obliged entities under the AMLA can deduce that the application of enhanced due diligence requirements in the case of
- business relationships with the Maltese state,
- business relations with natural and legal persons domiciled in Malta, or
- business relations with natural and legal persons from Malta
is not indicated. However, the inclusion of Malta in the "grey list" should lead to a corresponding adjustment in the risk analysis and, if necessary, to measures being taken (see also FATF: http://www.fatf-gafi.org/publications/high-risk-and-other-monitored-jurisdictions/documents/increased-monitoring-june-2021.html). In addition, an adjustment or extension of the research system used can also be derived in order to, among other things, examine and monitor payment transactions with Malta more closely.
This is not the first time that Malta has shown itself to many obliged entities as a country with money laundering-relevant risks. Already in 2017, Malta came into the focus of institutions obliged to the AMLA in Germany. With the amendment of the German AMLA and the extension of §2, all organisers and brokers of games of chance were also obliged to comply. The problem: most providers of (online) gambling platforms were based in Malta, which undermined German regulation.
In this context, a digression on the state treaty for the new regulation of gambling in Germany is of interest. It came into force on July 01, 2021. Concluded between all 16 federal states in Germany, the new State Treaty on Gambling 2021 (GlüStV 2021) regulates the framework conditions for the organisation of games of chance nationwide. In order to be allowed to operate gambling (online or on site as a gambling hall), the operator needs an official gambling license. With the new gambling treaty, gambling and operating in this field are now legalized.
Before that, gambling in Germany was more of a legal grey area, actually illegal, but still somehow legal. According to German law, operating and gambling in gambling halls was generally prohibited; only gambling in state lotteries was allowed. In 2011, the state of Schleswig-Holstein passed a special regulation, but none of the other states agreed to it. As a result, gambling in Germany experienced only partial legalisation. Despite severely restricted licensing, new online casinos were founded all the time. European law made it possible: gambling is legal if the provider has a corresponding license within the EU. Therefore, most gambling operators are based in Malta or Gibraltar, and gambling in Germany had to be tolerated.
Due to the inclusion of Malta on the so-called "grey list" of the FATF, the obliged entities are now required to take appropriate measures. It will be interesting to see if and when the European Commission will put Malta on the EU list of countries (DelReg) and whether Malta will remain the only country in the EU on the FATF's so-called "grey list".
[1] MONEYVAL was established in 1997 and is a Committee of Experts of the Council of Europe whose mission is to monitor and facilitate the implementation of standards against money laundering and terrorist financing. MONEYVAL includes countries that are members of the Council of Europe but not members of the FATF. In its investigations, MONEYVAL refers to the standards published by the FATF and reports its findings to the FATF.
With the Transparency Register and Financial Information Act (TraFinG), the German legislature transposes the applicable EU Directives (EU) 2015/839 (Money Laundering Directive) and (EU) 2019/1153 (Financial Information Directive) into German law.
The conversion of the transparency register from a backup register [1] to a full register and the EU-wide interconnection of registers are intended to enable a fast and simple communication between the member states and Europol. For this, the EU stipulates the use of structured data records in a uniform data format at country level.
The transparency register has been in existence since October 1, 2017. Legal entities under private law and registered partnerships pursuant to §§ 18 et seqq. German Anti-Money Laundering Act (AMLA) are obliged to obtain information on the beneficial owner[3] pursuant to § 19 (1) AMLA, to retain it, to keep it up to date and to immediately notify the register-keeping office for entry in the electronically-maintained transparency register. The objective of the transparency register and its EU-wide interconnection is to combat money laundering and terrorist financing, to create transparency with regard to beneficial owners and also the joint use of account and financial information for the purpose of preventing and prosecuting serious crimes.[4]
The previous backup register
Due to the so-called "fiction of notification" according to § 20 Section 2 AMLA, the previous backup register did not contain complete data records but referred to a different subject register (commercial register, register of persons, etc.) with information on or documents about the beneficial owner, depending on the data situation. In these cases, no separate entry in the transparency register was necessary until now. This was only obligatory if no information was contained in the registers listed in § 20 Section 2 AMLA. Since the data used and stored in the respective registers was not available in a uniform data structure, it could not be used for the interconnection of the transparency registers according to the EU Directive.
Changes due to the conversion into a full register
General changes
Due to the conversion into a full register, legal entities pursuant to § 20 Section 1 AMLA, legal persons under private law and registered partnerships as well as foundations without legal capacity pursuant to § 21 AMLA must now not only identify their beneficial owner but also explicitly report it to the transparency register due to the fiction of notification superseded in the TraFinG. The accuracy of the data is henceforth the responsibility of the respective legal entities. Misrepresentations, failure to comply with the obligation to notify and update of the data will be punished by the Federal Office of Administration (BVA) as administrative offenses. It remains to be seen whether § 17 OWiG (German Administrative Offenses Act) will be relevant for the amount of penalties in these cases and what the consequences of the sanctions will be. The notification obligation became effective in the form of the TraFinG on August 1, 2021, but there are transitional periods depending on the legal form in which the periods for the upcoming first-time reports are staggered.[5]
Changes for obligated parties pursuant to § 2 AMLA
For obliged parties pursuant to § 2 AMLA, § 11 Section 5 AMLA new[6] stipulates that the collection of information on beneficial owners in the case of new customers and/or initial contacts "shall be carried out by the contracting party or, if applicable, by the person acting on behalf of the contracting party". Another change relates to already existing business relationships. Pursuant to §12 Section 3 Sentence 3 AMLA new, the duty of verification is satisfied with the inspection of the transparency register, provided that the information there corresponds to the information collected pursuant to § 11 Section 5 AMLA new. If there are doubts about the accuracy of the data and/or the identity of the beneficial owner, further identification measures must be taken. This leads to a considerable saving of time and greater efficiency in the verification of existing business relationships.
Changes for listed companies
Listed companies were previously exempt from the notification obligation, but this changes with § 3 Section 2 Sentence 5 AMLA new. In the future and like other legal entities, listed companies must also report their beneficial owner to the transparency register according to the existing guidelines of § 3 AMLA.
Changes for associations based abroad in the case of share deals
Due to an amendment to § 20 Section 1 AMLA, associations with registered offices abroad shall also be obliged to report their beneficial owners to the German Transparency Register if they simultaneously obtain ownership rights to a domestic property pursuant to § 1 Section 3 Gewerbesteuergesetz (GrEStG (German Trade Tax Act)) by means of a so-called share deal, i.e. by acquiring shares in a domestic company.
Implementing agencies at federal level
The Federal Gazette Publisher (Bundesanzeiger Verlag) is responsible for maintaining the register. Following the EU Directive requirement, the German Federal Office of Justice (Bundesamt für Justiz (BfJ)) and the German Federal Criminal Police Office (Bundeskriminalamt (BKA)) are designated by the German Federal Government for account retrieval and account data exchange with Europol. The BKA is also the central office for the EU-wide exchange of financial information and available for the access to the exchange of information with the German Central Financial Transaction Investigation Authority at federal level.[7]
Conclusion
The conversion of the backup register into a full register is generally regarded as a positive step towards a more effective fight against money laundering and terrorist financing, but even after the introduction of the TraFinG, questions remain regarding its effectiveness and sustainability.
The effectiveness of the interconnection of the European transparency registers with regards to data quality must be critically questioned. The transparency registers of the individual member states must consist of uniform, structured data records according to the EU Directive, but the individual national legislations are not based on uniform requirements for the data collection of beneficial owners. To this end, an EU-wide regulation on the collection of beneficial owner data should be introduced so that every EU member state has the same standard in the data collection process and to increase the data quality of the transparency registers.
In addition, the register-keeping body does not verify the content of the reported data, so that false reports are more or less only noticed by chance, for example through discrepancy notifications. According to the "Transparency Register – Questions and Answers to AMLA of 09 February 2021", these discrepancy notifications must be submitted by obligated parties pursuant to § 2 Section 1 AMLA and some authorities via the website of the transparency register. Discrepancies exist if the own findings on beneficial owners differ from the data entered in the transparency register. In practice, this will rarely be the case especially in the case of beneficial owners that are considered as being critical. Accordingly, consistently misstated data cannot be identified if, for example, a legal entity, which is subject to the notification obligation, reports an incorrect beneficial owner to the transparency register and reports the same information to an obliged party in the course of establishing a business activity. Since the obligated party is responsible for the identification and the ongoing verification of the accuracy of the data on the beneficial owner, these do not represent a discrepancy with the transparency register in the example given and therefore do not lead to a discrepancy notification.
Transactions with contractual partners with nested corporate structures abroad entail an increased risk per se. It is precisely such structures that conceal the actual beneficial owners very well, so that it is difficult to uncover them even in the course of a sound analysis. The interconnection of the transparency registers supports the identification of beneficial owners, which are already difficult to identify, only to a very limited extent, as § 3 Section 2 Sentence 5 AMLA states: "If no beneficial owner can be identified after comprehensive checks have been carried out, the legal representative, the managing shareholder or the partner of the contracting party shall be deemed to be the beneficial owner.” This means that it will not be less difficult to identify persons, which could not be identified by the obligated parties and other legal entities so far, even with the reporting obligation in place, so that possibly only the so-called fictitious beneficial owners are reported again in particularly difficult cases. Thus, the identification of the beneficial owner remains unresolved, both in terms of the problem and the methodology. Only the ongoing audit requirement of the obligated parties to examine the full register is facilitated and time is saved. The significantly greater effort and thus also the greatest risk in the form of the "initial identification" of the beneficial owners remains unaffected by the conversion to a full register.
Despite the weaknesses listed above, the ultimate effectiveness of the EU-wide interconnection of the transparency registers will become clear after the first round of evaluation, when the first figures and cases are published by the responsible EU and German federal authorities.
[1] A backup register "backs up" data (in our case data on beneficial owners) that are not listed in any other subject register. Thus, only sporadic data are available in the backup register, including references to other registers. Only if data are not entered into any other register it must be listed in the backup register. Therefore, the backup register only contains data on beneficial owners that are not entered anywhere else.
[3] Who is subject to the term beneficial owner is governed by § 3 AMLA.
[4] Compare BT Drucksache (printed document) 19/28164 p. 30.
[5] If no natural person is identified as beneficial owner, the fictitious beneficial owner is reported to the transparency register pursuant to § 3 Section 2 Sentence 5 AMLA. This has been confirmed by the Bundesverwaltungsamt’s (BVA (German Federal Office of Administration)) "Questions and Answers on the Money Laundering Act", as of 09.02.2021.
[6] AMLA new refers to the amendments to the AMLA that already became effective in the course of the introduction of the TraFinG.
[7] Compare BT Drucksache (printed document) 19/28164 p. 2.
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The msg group operates in 34 countries in the banking, insurance, automotive, consumer products, food, healthcare, life science & chemicals, public sector, telecommunications, manufacturing, travel & logistics and utilities industries. msg develops holistic software solutions and advises its customers on all aspects of information technology.