StephenAbbott
commented
2 years ago @kd-ods The situation in Liberia (quoted below, found on p18-19 of Open Ownership's Beneficial ownership in law: Definitions and thresholds briefing) looks like a new example which is slightly different to examples 3 and 6 above:
Finally, governments should apply reporting requirements for firms where no person falls within the threshold or definition of BO. It is possible for no individual to meet the criteria for disclosure outlined within a legal definition of BO, even if the definition is robust and the thresholds are low. In such cases, it is recommended that countries require the disclosure of the name of a natural person in a senior role with managerial responsibility for the company in question. Many countries – including Argentina, the Republic of Korea, and EU member states under AMLD5 – require the submission of names of senior managing officials of the relevant entity instead (e.g. the directors, CEO or board members). The EITI, in its work on BO disclosures for mining, oil, and gas firms, has held up the example of Liberia as a case study in good practice. In that country, where no natural persons meet the definition of BO, the reporting entity must declare the identity of those individuals with the five largest stakes in the firm.
Whilst it is important to note that these people are not necessarily beneficial owners, for law enforcement purposes it is preferable to have the name of somebody who has real responsibility for the company rather than having no name at all (or the names of formation agents). Where this is the case, it should be recorded in the published data that these individuals have been disclosed because there are no others that qualify as beneficial owners under the country’s legal definition.
Should we add example 11 with text like "Declaring company declares that information about potential beneficial owners cannot be retrieved, details of largest stakeholders are supplied instead"?
kd-ods
cosmin-marginean
VladimirAlexiev
[This ticket helps track progress towards developing a particular feature in BODS where changes or revisions to the standard may be required. It should be placed on the BODS Feature Tracker, under the relevant status column.
_See Feature development in BODS in the Handbook._
The title of this GitHub ticket should be 'Feature: XXXXX' where XXXXX is the feature name below. The information in this first post on the thread should be updated as necessary so that it holds up-to-date information. Comments on this ticket can be used to help track high-level work towards this feature or to refine this set of information.]
Feature name: Representing missing information
Feature background
What user needs are met by introducing or developing this feature in BODS? [Summarise these needs. Link to user stories, reports, blogs and other evidence where possible. Or add user stories here directly.]
BODS represents more than just company structures. It represents declarations (statements) about company structures. Therefore the schema needs to facilitate the representation of various situations where there are known gaps in the information declared and published.
Here are 10 examples of such missing information:
Example 1 The declaring company is exempt from disclosing beneficial owners on any of a given set of grounds. E.g:
Example 2 Declaring company declares that a significant shareholder (direct or indirect) is a public, listed company (details undisclosed).
Example 3 Declaring company declares that nobody meets the definition of a reportable beneficial owner.
Example 4 Declaring company declares that information about potential beneficial owners has not been provided by a single upchain entity (info not retrievable). Other beneficial owners have been identified.
Example 5 Declaring company declares that information about potential beneficial owners has not been provided by a single upchain entity (because potential beneficial owner(s) unco-operative). Other beneficial owners have been identified.
Example 6 Declaring company declares that information about potential beneficial owners cannot be retrieved, details of all legal owners are supplied instead.
Example 7 A beneficial owner is granted anonymity on stated grounds.
Example 8 A company is required to make a declaration but has not done so.
Example 9 The chain of intermediaries between a declaring company and its beneficial owner is declared, but the particular interests connecting the intermediaries are unknown (and not required to be disclosed).
Example 10 A declaring person is exempt from declaring the companies they beneficially own on the grounds that they don’t have greater than an x% stake or control over a company with a turnover > $n.
Typology Looking at these examples, a typology suggests itself. When representing declarations of beneficial ownership it needs to be clear to users of the data:
Additional requirement [added 08-02-2022]
It will often be the case that some information about owners and controlling interests is required to be disclosed in a declaration system, even when no people meet the definition of 'beneficial owner'. So however missing information within a declaration is represented in BODS, disclosed information must be able to be represented too. See the point about Liberia below.
What impact would not meeting these needs have?
If the data standard does not offer a way of representing why information is missing, then publishers may either: not represent it at all, or represent it in non-standardised ways. In either case, this will make it hard for people to correctly interpret data (especially when aggregated from different sources).
How important is it to meet the above needs?
These needs must be met in order to cover the full scope of disclosure possibilities.
How urgent is it to meet the above needs?
The standard should not reach version 1 without incorporating this feature.
Are there any obvious problems, dependencies or challenges that any proposal to develop this feature would need to address?
We already have (as of BODS 0.2) various codelist options and modeling options that go some way to addressing the above needs. However they are not complete, not well documented, and not consistent. There are - therefore - numerous issues that point to these deficiencies:
We would expect these to be resolved with any proposal to address this feature in the standard.
Feature work tracking
[Link to proposals, bugs and issues in the repository to help track work on this feature]