SVI at a glance
STS Verification International GmbH (SVI) is a third party recognised by the Federal Financial Supervisory Authority (BaFin) as a Competent Authority pursuant to Article 29 of the Securitisation Regulation and § 44 of the German Banking Act (Kreditwesengesetz) to verify compliance with Articles 19 to 22 of the Securitisation Regulation. As such, it provides independent and objective verification services in the context of securitisation transactions. It is committed to the present regulation and to the principle of independence.
The scope of the approval includes all asset classes for all countries of the European Union for the transaction types Term ABS and ABCP.
The object of SVI’s business activity is to conduct a neutral review of the STS criteria for securitisation transactions as a third party in accordance with the Securitisation Regulation. The object of the company is strictly limited to this activity and all bodies of the company are required to comply with the Securitisation Regulation and all related legal acts. Therefore, there is a clear and unambiguous framework for SVI to act with integrity and independence - this is ensured in particular by an independent management and by the independent members of the company's Supervisory Board.
SVI's mission as part of the TSI Group is to contribute to a well-developed, high-quality and sustainable securitisation market in Europe and to facilitate securitisation transactions for originators and investors. With its work, it intends to make a significant contribution to ensuring that best market practices are applied to STS securitisations for the approved asset classes and that they become established throughout Europe.
Legal and economic expertise and the many years of experience of the persons working at SVI and its outsourcing partners guarantee an efficient and transparent verification process.
STS Verification International GmbH is a 100% subsidiary of True Sale International GmbH. Against the background of the legal situation (Securitisation Regulation and the supplementary Regulatory Technical Standards of ESMA), the governance of SVI is structured in such a way as to guarantee the greatest possible independence.
Structure and Organisation
The sole shareholder of SVI is True Sale International GmbH (TSI). However, the Articles of Association of the Company ensure that all material decisions are made under the responsibility of the Supervisory Board. These include
- the appointment and supervision of the management,
- questions concerning the business plan and the fee schedule,
- all questions concerning the verification of STS transactions (insofar as they are not the responsibility of the management),
- the annual review of the verification process, etc.
The Articles of Association were part of the approval process by the competent authority pursuant to Article 29 of the Securitisation Regulation (in the case of SVI, this is the Federal Financial Supervisory Authority (Bafin) and therefore guarantee the independence of the SVI.
Other organisational measures that have been taken to ensure compliance with supervisory requirements:
- At least half of the Supervisory Board members are independent members within the meaning of the Securitisation Regulation and the related delegated acts.
- The Chair of the Supervisory Board and his/her deputy are independent members. The Chair of the Supervisory Board has a double voting right in the event of a tie, which means that the independent members cannot be outvoted by the company representatives on the Supervisory Board.
- No member of the Supervisory Board is personally associated with clients of SVI via board or advisory functions. Likewise, the rules of procedure of the Supervisory Board prohibit all members of the Supervisory Board from directly or indirectly holding securitisation positions in transactions that have been audited by SVI.
- The verification process and the verification result are the responsibility of the Managing Director of SVI. The Supervisory Board can establish a verification committee of at least two persons, which is consulted in cases of doubt. The vote of the verification committee is not binding on the management but can be deviated from only for good, clearly documented reasons.
- The management must conduct an annual review of the verifications carried out. The review focuses on special events and experiences with individual verifications carried out during the period under review as well as possible changes in the legal framework and market developments that were of significance for the verification.
- The verification review must be submitted to the Supervisory Board for information and discussion. All modifications and changes to the verification process, the contractual basis, etc. must be approved by the Supervisory Board.
All this ensures the independence of the company and its management and is a major contribution to ensuring that the conduct of the company and its employees is in compliance with the law and that the management and employees act accordingly vis-à-vis originators, the market and government agencies.
Michael Osswald has been the Managing Director of STS Verification International GmbH since February 2019. Mr Osswald has extensive securitisation experience in the areas of ABS investments as well as the acquisition and structuring of Term ABS and ABCP transactions, which he gained from 1998 at Landesbank Baden-Württemberg and subsequently at ABN AMRO Bank as part of the European ABS team. In 2009, Mr Osswald moved to the asset-based lending/ship financing division at KfW IPEX-Bank and was most recently responsible for the sub-portfolios asset securitisation, infrastructure, aviation and shipping in Credit Risk Management at Erste Abwicklungsanstalt. Mr Osswald holds a degree in business administration from the Julius Maximilian University of Würzburg.
Tel: +49 (0)69 8740 344-10
Prof Dr Michael Weller
Chairman of the Supervisory Board
Born in 1953, Michael Weller worked for Deutsche Bank in Luxembourg for seven years after studying at Johann Wolfgang Goethe University in Frankfurt am Main and working as an assistant there. In 1992 he joined the international law firm Clifford Chance, where he worked in banking and capital markets law and management until 2016. He is a retired partner of the firm. After lecturing at Goethe University (since 2002) and EBS University (since 2014), he was appointed full professor at EBS University in 2018.
Michael Weller has been involved in the securitisation market since its inception in Germany in 1993. He has accompanied TSI in the Securitisation Forum and on other platforms since it was founded. Mr Weller has been the Chair of the Supervisory Board of STS Verification International GmbH (SVI) since its foundation in 2018.
Tel: +49 (0)69 8740 344-40
Prof Dr Arnd Verleger
Deputy Chairman of the Supervisory Board
Dr Arnd Verleger has been Chief Risk Officer of HEP Kapitalverwaltung AG, Güglingen, since 2019. Prior to that, he spent a good 25 years in the banking business, most recently as the CFO of Santander Consumer Bank AG, Mönchengladbach, and Bank für Sozialwirtschaft AG, Cologne. During that time he accompanied numerous securitisation transactions as an arranger and originator. He also works as a university lecturer at various educational institutions, in particular at the Hochschule für Ökonomie & Management in Essen and the Hochschule Niederrhein in Mönchengladbach. Dr Verleger studied business administration at the Westfaelische Wilhelms-Universität in Münster (Diplomkaufmann) and subsequently worked there as a research assistant and received his doctorate in political sciences.
Tel: +49 (0)69 8740 344-50
Member of the Supervisory Board
Jan-Peter Hülbert has been the Managing Director of True Sale International GmbH in Frankfurt since July 2018. Before that he was Head of Asset Based Finance – Corporates of Raiffeisen Bank International AG and responsible for Consumer Assets and Trade Receivables since September 2012. The asset classes included Auto Loans, Auto Leasing, Equipment Leasing and unsecured Consumer Loans as well as trade receivables. Since 2002, he has structured numerous public ABS bond transactions as well as various bilateral and syndicated securitisations for corporate clients, leasing companies and consumer banks. Mr. Hülbert holds a degree in business administration from Ludwig-Maximilian University in Munich. He has also been a member of the Supervisory Board of STS Verification International GmbH (SVI) since 1 February 2019.
Tel: +49 (0)69 2992-1730
Member of the Supervisory Board
Mario Uhrmacher has been working for True Sale International GmbH since 2007. He has been actively involved in setting up the certification label DEUTSCHER VERBRIEFUNGSSTANDARD and has carried out over 100 certifications of high-quality securitisation transactions. As the Managing Director of TSI Services GmbH he is also responsible for the establishment and liquidation of German special-purpose entities for securitisation transactions. Prior to that he worked for many years in the banking business, most recently as Head of Shared Services Controlling at SEB AG in Frankfurt.
Tel: +49 (0)69 82992-1721