2015-06-23 Meeting notes

Date

23 Jun 2015

Attendees

Decisions

We are mostly done with the kinds of entity, subject to any minor tweaks and the results of the further research identified today. Future meetings will focus on the ownership and control. We will focus on what we are proposing to submit to the OMG.

Discussion items 20150623 FIBO-BE Technical meeting.docx FIBO BE Technical FCT 06_23_2015.pptx

20150623 FIBO-BE Technical meeting

See Slide 2 (Agenda). David's hope is we can finish with entity types soon and move on to ownership and control.

Will look at country codes. These have a relationship to jurisdiction, and the concept of jurisdiction will be relevant to defining sub types of generic business entity categories, for different jurisdictions. Differences between jurisdiction may be at state level (in federations like the USA) and t the country level. Would hope to create US, UK and perhaps Canadian 'plugin' extension ontologies for the jurisdiction specific entity types.

Looking at Protege, there is a new property identifying where it is defined, with this defaulting to nowhere for generic entity types. David is not looking for abstractions, just specific kinds of entities that the banks have to deal with.

There are abstractions where there are common categories of thing, but "No unnecessary abstractions". We need country codes in order to do this. Ideally these would be aligned with ISO 3166. However, with the complete ISO 3166 content, the Hermit reasoner takes several minutes, which is considered unacceptable by David.

Elisa suggests there must be something else causing this, since it runs on Elisa's machine in about 2 minutes, as seen in Berlin. David considers 2 minutes unreasonable. This is without individuals, so if you then had individuals this would be a problem. People who download FIBO and use Protégé with only Hermit and or Pellet, will encounter slow reasoning.

However, as Elisa sees it, there is a bug in Hermit. It runs in under 2 seconds in Pellet. David is concerned about how people will perceive FIBO. Elisa will call Horrocks and note this is an urgent bug. Changing the ontology is not the right answer. If we only have the UK and US ontology extensions for BE, then we only need the codes for those countries.

Elisa is looking at an approach whereby one would manage what is imported, to avoid this problem. The current is available on David's Fork, where Elisa can access it and try the alternate approach she is working on. Elisa is concerned that there may be other things in David's fork that are not traceable to Pink FIBO

Action: Elisa will run her proposed country code solution against David’s Pink.

What David has is what he proposes will go forward, not what is in FIBO Pink. David will recheck that the latest version of his thing is available on David's Fork.

Every change will be documented going forward, in line with the OMG and EDM Council formal process.

Documentation: all changes are documented in GitHub, but without JIRA issue tracking. The alternative is to submit a version 2 of BE and kill the FTF. All changes between the most recent OMG BE and what we produce next, have to be tracked.

Action: David and Dean will work together to produce appropriate documentation for the changes they have been working on.

David has not been using JIRA to track definition changes. David will document all these changes ex post facto. This will tart in the end of June. Changes to e.g. definitions where there is one overall kind of change, can all be bundled. This is what Mike did for definitions changes. Similarly all issues affecting jurisdiction can be bundled. Each formal Issue must have one common description but that can cover as many individual changes are relevant to that issue. We can't have blanket issues that do not have a common theme or "issue" behind them, but this is entirely manageable and we have done it before. People need to be able to understand what is changed, so they can vote on it. Otherwise people on the TF will reasonably vote No to a given issue resolution.

David has a large audience of people who know Protege, and this is where he sees a need to support native protege users. Mike notes that for most of the financial community people are not going to have come across Protege, and if they have they will probably be more up to speed with the overall set of semantic technology tools and techniques. Dennis says, “not in this case, David has many who do understand and use Protégé.”

Elisa: Is there a comparison to show us what has changed between this version and the previous version? No.

David has spent time with attorneys on definitions. Mike also has some definition issues which he was working on on Jan / Feb and didn't finish at that time. Some of these will probably be moot but the JIRA issue will let us pick that up. Wells want a group of entities group as business entities for on boarding purposes.

Use case = bank account on boarding. How much will the on boarding categories differ from one bank to another? Citi has a different and broader list of entity types for on boarding purposes. Elisa does not have this list but we can get it from Steve Creek.

Action: David to reach out to Steve Creek for this Citi list of on boarding categories.

Legal Entity covers categories of entity that are ISO 17442 related. SovereignState everyone on the last meeting wanted this changed to SovereignEntity. May need to compare this to what's in the CIA World Fact Book.

Governmental Entities were defined as formal organizations. see email thread yesterday.

For things like Indian Tribal Entity, Municipal Entity, David's question was whether these should be characterized as kinds of Organization. Mike says No given that these are comparable to Sovereign Entity. These are distinct from Governments, which are a kind of organization, and are functional organizations. .

Action: Tony will find out from a DB perspective, a list of business entity types that DB needs for on boarding of business bank accounts. These would be things with an LEI. Specificity, David wants to know about kinds of government organizations with LEIs.

The "Business" side of the Government. Whereby parliament bequeaths some parliamentary authority to something to enter into contracts etc. Something which is able to incur debt for purposes of contracts. That’s the LEI determinant.

If an agent for a country, a tribe or municipality, acts on its behalf to incur some debt, then surely the debt is that of the country, tribe or municipality. Given that these are issued with an LEI, is that LEI for the entity that incurs the debt. Or for the entity that acts as an agent on their behalf in incurring that debt? OR both? Tony is not sure whether DB goes down to the kind of detail that would answer this question.

David shows new categories, inline with the partnership ones we had before, which are descriptive of the various liability structures that may exist. These would be abstractions of which the different US and UK partnership etc. types may be specific kinds in the extension ontologies for jurisdiction specific entities. These may be a separate classification facet from the partnership structures, or maybe more useful facet for classification.

Partnership incorporated through Agreement this was originally a child of Legal Person incorporated through Agreement. this was something that people insisted on in the earlier SME reviews, but we remain to be convinced to be Legal Persons, which was the original intent of this facet these were specifically things with legal personhood.

Elisa: If this is not corroborated, we should get rid of it. For the specific variant which is a partnership, are there partnerships that are NOT legal persons, and are not incorporated via equity or guaranty.

David: You can be awarded equity without putting capital up, by virtue of an agreement. The Agreement gives you the equity. Tony notes that in the UK the concept of a partnership incorporated through agreement does make sense. A resolution to this puzzle, is that where there is an agreement, that agreement causes there to be new equity created by the agreement, without the partner having put capital in. so the isolation of liability is also in the form of equity.

We did not define the detailed semantics of Corporations and S Corporations. We can differentiate these in a future release. These are in the US specific jurisdiction module. Concepts with generic names, even if they are only found in one jurisdiction as of today, should be in the main BE ontology.

Company Limited by guarantee will be moved from UK to the main BE, even if there are only UK known variants of this.

Looking at the partnership classification facet where they are described by the kinds of partners they have this is still in the model. Limited Partnership is an intersection of 2 of these. That is because the different kinds of partners have different kinds of liability. LLLP (with 3 Ls), is unique to the US, but the concept it inherits from is higher level and is in BE itself. In these you have an active party and a passive party, one of which actively manages the business and the other has an investment role.

LLP has members that are only limited partners; there are no general partners.

Private Limited Company is defined by having unlimited liability on the entity itself and limited liability on the owner.

EntityOwner is a higher level abstraction than a shareholder.

ConstitutionalOwner should sit between these it's anything which holds some formal kind of instrument, such as shares OR partnership equity, which are constitutive of the entity as a legal person. This would not apply to unincorporated partnerships.

Corporation is relatively new in the model, but the definition given from Barron's describes only legal persons, so it's the same as the concept we had before under a different label.

Entities which are incorporated by the issuance of shares, divide into two kinds of things. Namely ones where the shares are privately held, and ones where the shares are publicly issued and traded. These kinds of entities do not differ in any significant way other than how the shares are held.

Partners: General Partner has changed a lot. In discussion with attorneys, it's become clear that General Partner need not be a natural person. So General Partners then divide into natural persons and non natural persons.

Is it possible for something that does not have legal personhood, to be a general partner? Yes, it is. So General Partners may also be Trusts, which themselves are not legal persons. We did not pick that up before.

Conclusion: We are mostly done with the kinds of entity, subject to any minor tweaks and the results of the further research identified today. Future meetings will focus on the ownership and control. We will focus on what we are proposing to submit to the OMG.

Elisa will be away for most of July and August.

Action items

Elisa Kendall Elisa will run her proposed solution against David’s Pink.
David Newman What David has is what he proposes will go forward, not what is in FIBO Pink. David will recheck that the latest version of his thing is available on David's Fork.
David Newman Dean Allemang David and Dean will work together to produce appropriate documentation for the changes they have been working on.
David Newman Stephen Creek [X] (Unlicensed) David to reach out to Steve Creek for this Citi list of on boarding categories.
Anthony Coates Tony will find out from a DB perspective, a list of business entity types that DB needs for on boarding of business bank accounts. These would be things with an LEI. Specificity, David wants to know about kinds of government organizations with LEIs.