Date

06 Oct 2015

Attendees

Dennis Wisnosky

Decisions

Discussion items

20151006 FIBO-BE FCT

JIRA Issues Review

BE91 Rename Business Entities URI. Internal correction complete

BE90 Retain Government Entities within BE. Complete

BE89 Organization hierarchy. Pete - Creating a hierarchy within Organization. Leave open as a placeholder in BE but will probably then transfer it to Foundations. Pete to confirm why he felt this was a BE issue and not a Foundations issue. There is also a new issue to introduce a restriction for FormalOrganization which is in Foundations. This in turn would require isoganizeIn to be moved to Foundations.

BE88 Beneficial owner v shareholder. Not got to this yet. Also constitutional de jure there are two identical definitions.

BE86 tracking shares held not to go to this. You can't track shares held in BE because we don't define shares until we get to Securities. Should close this as being out of order. This is to avoid the real world circularity between shares and business entities created by shares. Instead we talk about kinds of equity. We also have shareholding in BE, which might be premature. So we use the concept of shareholder equity to this point, and introduce the instrumentation of this equity by means of shares, in Securities. We should still be able to talk about percentage of equity / shareholder equity ahead of needing to talk about shares as such. Need to be able to talk about voting shares in order to fully define the percentage of votes a person has. We need to be able to talk about percentage of votes that someone has ahead of defining the voting shares. We may need to talk about votes as a thing the same way we talk about equity as a thing. Otherwise we would be dependent on Shares which is dependent on Securities. The new abstraction defining votes in a company needs to be in BE. We know the circularity exists, the question is where to break the circle. Mike recommends we stand up the ontological concept of votes in BE but not the shares that have those votes. David recommends that we stand up Share in BE. Share is intrinsic to the notion of corporation. We could introduce shares in BE without distinguishing between publicly traded or privately held shares later on in Securities. This would introduce another circulatory in that the concept of Shares would draw upon the contract abstractions in FBC at present (transferable contract). So we need to determine which of these approaches it the least disruptive in terms of circularities or dependencies in the model. We could reduce the scope of Ownership and Control to only talk about corporate ownership and control structures in a later ontology that imports BE and Securities. Stake is in FBC but is too general for being there. We can't talk about an incorporated company without talking about shares these would be private as well as public an there are many limited companies which do not depend on the concepts in publicly traded securities. The definition of a Share is in Securities under Equity. This can be done if we do not recognize at the point that a share is a financial instrument. However, financial instruments as a general term can be expected to include private equity. All shares can be bought and sold, even if they are not traded publicly. All the details of shareholder rights and what it means to own a share are in equity now. If we move those in BE 2.0 it has t be moved somewhere where it doesn't create circular dependencies.

David proposes we just have the root of the concept in BE. We already have the notion of Shareholder in BE. What was defined around Shareholder outside of BE. Voting rights and all the proxies relating to that, are missing from the ownership and control hierarchy. These are currently in SEC/Equities. We would need to do the analysis to understand the dependencies among those things. Some of this is in Red FIBO and therefore can't be loaded into protege. At issue is the concept of "Share", without which you can't define a corporation. These are part of the Instrument of Incorporation (Mem on Articles) from which a corporation is created. The circularity is real. The facts on the ground are well known. The question is where to break the circle. If Share were in BE, where would the circularity be? Elisa has found Share in Equity Instruments, under Equities. This also defines the notion of a Shareholder (Duplicating what's in BE). Also defines private equity, privately held shares.: A Share at its most basic is defined as a security, its definition is that it is a security. Share itself should be a child of Transferable Contract. It should not be a child of "Security" which means publicly traded security per ISO 20022. The definition has the word "Security" which uses the normal English definition of Security whereas the class labeled Security is really negotiable security and is publicly traded, per ISO 2002244 AM: Resolution we should amend the definition of Share to reflect this difference in meaning i.e. replace Security with Transferable Contract in that definition. Shareholder Equity could be defined in FND but Share itself cannot be, as this requires Limited company. We could move Share to Accounting Equity, and it would work there, Elisa recommends. You can't define Share without an issuer and that it's a financial instrument. Financial Instrument is in FBC. We need another diagram identifying the circularities. Whether BE initiates the notion of Share or pulls it in from FND, either way it needs away to refer to shares to differentiate limited companies. We need to find the least painful of the available options for breaking the circle.

David proposal: Introduce the notion of Share in Foundations. Open a JIRA issue for FND Then BE can import Share from FND. This would be in Accounting Equity. Mike we could say more about share later using concepts in FBC? Elisa no, Since BE cannot import FBC. So we tie the owners equity to the contract later. Define a partitioning of owners equity. The material about Equity, Stockholder Equity, Shareholder Equity are in FND. Mike will open the JIRA ticket for this and let David know the number for it, so it can be linked to BE86. What this means is that the BE FTF cannot complete until the FND RTF has completed this work. This is alongside other dependencies on FND that have already been identified. So we would need to recognize the dependencies of BE on new stuff being introduced into FND. This is going to occur a lot.

Can an FTF add to an existing spec or can only an RFC or RFP do that? Only an RFP. Otherwise you raise an issue i.e. an urgent issue if a resolution is needed to make progress. If we raise urgent issues against FND and finalize the RTF in March, then the BE FTF could depend on those for the June meeting. So then, we close out BE FTF in June, with later work being in the BE 2.0. There is a one year limit for the FTF. So for the BE FTF, we need to figure out the deadline for closing that. If we need something in FND prior to that, we can have that as an urgent issue. Can an urgent issue can introduce new material? In principle, it should not. But we will always be adding stuff, since we removed a lot of stuff from Foundations at first submission. The limit for the BE FTF is March. So we would have to have the changes that are submitted in the FND RTF, in March. So we need to close out the FND RTF in March, as planned. MB to forward the original Charter for BE FTF2 to Juergen, cc Pete.

BE85 Shareholder constrained to isPlayedBy another relative entity. 05 PM: See MB detailed critique in a response to this issue. The use of complex retriction chains on the isPlayedBy relation hasn't worked, but it did argue it is not the most effective way of defining the concept. Rather these concepts should be defined in terms of the capacities conferred on the entity. Meanwhile for this specific issue, the relative thing is Equity Owner. EquityOwner is the relative thing in question. See Fig 9.45 in BE Beta2 as submitted in March. Reminder: no formal issues are being raised against a version that is only on Davids machine. This is an issue with the assubmitted BE. David expects what is in his branch is what will be promoted to Pink. Pete is sure this issue is also reflected in Pink. We have to write the resolution to make the changes to make it match what David has, as a resolution to this issue as raised. David needs to write up whatever he did to already fix this issue, and write up the resolution which would describe how he got from the issue we are seeing, to the version he now has. This will be discussed as part of the diffs exercise that David and Elisa will work on tomorrow.

Pete finds the same restriction in Pink so the diffs will show this. There was an earlier pass in which many of the object properties were refactors, where we saw some of these differences. So there should be a record of this. This record is in a spreadsheet that was embedded in JIRA some time ago. David will find that spreadsheet and locate the changes that address the above issue. In that exercise, Dean went through all the object properties in BE that had isplayedBy restrictions, looked for misaligned independent v relative things, and fixed them. This being the case, Dean's actions will have addressed the issue in this JIRA specifically. In the spreadsheet,'holdsEquity' was identified as needing to be investigated further, so this will have been done. See line 21 of the spreadsheet. Looks like they made the required change that addresses this issue.

BE84 OWL restrictions for sub classes of AutonomousAgent. (going back as wels as addressing the domain of holdsEquity, they should also have addressed the range of holdsAnInterestIn; this is now an Independent Thing. Domain was the critical thing. Seems not to have a domain at all now. So the domain should be a kind of Independent Thing, such as Autonomous Agent (you do to have to be a legal person to hold shares, you can be a minor). The exercise of making sure these properties are only properties of independent things, is not complete. Dean and David are to complete this. Dean will introduce restrictions on an elective basis when he has time.

BE83 GovernmentOfficial. Further defining what it is. We have a lot of classes with definitions but not enough OWL restrictions to properly define them. Want to introduce what a government official is.

BE82 no longer relevant.

BE81 completed. This property had ranges that were also not independent thing. They changed this (in David's branch) to have a domain of Contractually Constituted Organization. Previously these were relative things, have changed the Range to be Legal Person. Previously these were parties in roles. So they changed from ranges of PartyInRole types, to independent things (what would be a property chain in the overall pattern). MB asks if this leaves the party in role concepts underdefined? David proposes that these matters be deferred to the next release, since Dean is still to redo the Mediating Pattern. So it would be in a future release. If Ownership and Control is deferred to a future release, then we don't have the dependencies we were so anxious about earlier. Question as to whether we really want to put off ownership and control to a future release given that this is a critical use case for e.g. LEI. MB wonders if we can release it with the basics of ownership and control, and add the stuff we are struggling with as a later stage, i.e. the addition of those other mediating patterns. Some aspects of Ownership and Control can be delivered in the first released but the broader, more well defined structures that will allow a use to develop the inference chains, property chains, rules or whatever whereby we refer the relations between 2 independent things, would require the additional work (the construction of a mediating pattern). In this first release. Isn't this a higher property, including the overall mediating patter, is surely more important to our users than e.g. Foreign Corrupt Practice Act, KYC and all that, which we have been focusing on and for which we needed the government stuff. We have already determined tht we will not put the foreign corrupt practices stuff in this release anyway. See JIRA 92 for Elisa and David's work tomorrow.

BE80 see earlier roll isRecognizedInn FIBO-FND for FormmalOrganization. There is a corresponding FND JIRA. The remaining issues, BE79 downwards are fairly small e.g. adding religious and civic organization, S Corp, misc trusts refinements (labels and definitions), property error in pellet in BE76. Dean s investigating. This is an example of a wider problem found when introducing a property chain in government entities. Relates to "sovereignty over" relations. BE75 will not be one. Foreign corrupt Practice Act in a later release.30 PM: Rename of ForallyConstitutedrganization has already been done.31 PM: Executives should be legally capable persons has been resolved.31 PM: So all significant JIRA issues are covered the ones below this were already covered.

Action items

Mike Bennett

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