Business Continuity Plan (BCP) 3/2016
TerraNova Capital Equities, Inc.
I. Emergency Contact Persons
Our firm’s two emergency contact persons are: John F. Steinmetz, 860-824-8497 or 917-414-3509, firstname.lastname@example.org and Richard Mattera, 631-472-3998, email@example.com. These names will be updated in the event of a material change, and our Executive Representative will review them annually. Rule: FINRA Rule 3520.
II. Firm Policy
Our firm’s policy is to respond to a Significant Business Disruption (SBD) by safeguarding employees’ lives and firm property, making a financial and operational assessment, quickly recovering and resuming operations, protecting all of the firm’s books and records.
A. Significant Business Disruptions (SBDs)
Our plan anticipates two kinds of SBDs, internal and external. Internal SBDs affect only our firm’s ability to communicate and do business, such as a fire in our building.
B. Approval and Execution Authority
John Steinmetz, Principal, a registered principal, is responsible for approving the plan and for conducting the required annual review. John Steinmetz has the authority to execute this BCP.
C. Plan Location and Access
Our firm will maintain copies of its BCP plan and the annual reviews, and the changes that have been made to it for inspection. We have given FINRA, District 10 a copy of our plan. An electronic copy of our plan is located on the firms main computer in the main office.
III. Business Description
The firm limits its business to the marketing of private placements to institutions and accredited investors as defined in the Securities Act of 1933, and acting in a consultant role with respect to mergers and acquisitions.
IV. Office Locations
Our Firm has offices located at 733 Third Avenue, 15th Floor, New York, NY, 10017. The main telephone number is (212) 381-7390. Our employees may travel to this office by means of foot, car, subway, train, bus, boat or plane.
V. Alternative Physical Location(s) of Employees
In the event of an SBD, we will move our staff to 44 Dugway Road, Falls Village, CT, 06031. The main telephone number is (860) 824-8497 Rule: FINRA Rule 3510(c)(6).
VI. Customers’ Access to Funds and Securities
Our firm does not handle customers’ funds or securities. Rules: FINRA Rule 3510(a); Securities Exchange Act Rule 15c3-1; 15 U.S.C. 78eee (2003).
VII. Data Back-Up and Recovery (Hard Copy and Electronic)
Our firm maintains its primary hard copy books and records and its electronic records at 733 Third Avenue, 15th Floor, New York, NY, 10017. John Steinmetz, Principal, (212) 381-7390 is responsible for the maintenance of these books and records. In the event of an internal or external SBD that causes the loss of our paper records, we will physically recover them from our back-up site in Falls Village, CT. If our primary site is inoperable, we will continue operations from our back-up site or an alternate location. For the loss of electronic records, we will either physically recover the storage media or electronically recover data from our back-up site, or, if our primary site is inoperable, continue operations from our back-up site or an alternate location. Emails are stored offsite by a vendor, Global Relay. Rule: FINRA Rule 3510(c)(1).
VIII. Financial and Operational Assessments
A. Operational Risk
In the event of an SBD, we will immediately identify what means will permit us to communicate with our customers, employees, critical business constituents, critical banks, critical counter-parties, and regulators. Although the effects of an SBD will determine the means of alternative communication, the communications options we will employ will include telephone voice mail and secure e-mail. In addition, we will retrieve our key activity records as described in the section above, Data Back-Up and Recovery (Hard Copy and Electronic). Rules: FINRA Rules 3510(c)(3) & (f)(2).
B. Financial and Credit Risk
If applicable, in the event of an SBD, we will determine the value and liquidity of our investments and other assets to evaluate our ability to continue to fund our operations and remain in capital compliance. We will contact our attorneys, critical banks, and investors to apprise them of our financial status. If we determine that we may be unable to meet our obligations to those counter-parties or otherwise continue to fund our operations, we will request additional financing from our bank or other credit sources to fulfill our obligations to our customers and clients. If we cannot remedy a capital deficiency, we will file appropriate notices with our regulators and immediately take appropriate steps. Rules: FINRA Rules 3510(c)(3), (c)(8) & (f)(2).
IX. Alternate Communications Between the Firm and Clients, Employees, and Regulators
We now communicate with our clients using the telephone, e-mail, our Web site, fax, U.S. mail, and in person visits at our firm or at the other’s location. In the event of an SBD, we will assess which means of communication are still available to us, and use the means closest in speed and form (written or oral) to the means that we have used in the past to communicate with the other party. For example, if we have communicated with a party by e-mail but the Internet is unavailable, we will call them on the telephone and follow up where a record is needed with paper copy in the U.S. mail. Rule: FINRA Rule 3510(c)(4).
We now communicate with our employees using the telephone, e-mail, and in person. In the event of an SBD, we will assess which means of communication are still available to us, and use the means closest in speed and form (written or oral) to the means that we have used in the past to communicate with the other party. We will also employ a call tree so that senior management can reach all employees quickly during an SBD. The call tree includes all staff home and office phone numbers. We have identified persons, noted below, who live near each other and may reach each other in person: The person to invoke use of the call tree is: John Steinmetz
||Robert Anthes, Maury Bell, Rose Carmichael, Craig Cerny, Andrew Clough, Alice Conner
||Adam DeSimone, Peter Gelb, Joseph Griffin, David Iverson, Jeffrey Kraws, Bill Nelson
|| Art Oswald, Scott Peppard, Stephen Ragonese, Benjamin Reens, Nicholas Ricciardi, Deborah Salerno
| Paula Spann
|| James T. Schroeder, Andre Schwegler, Larry Simms, David Talbot, David Wenger
Rule: FINRA Rule 3510(c)(5).
We are currently members of the following SROs: FINRA. We communicate with our regulators using the telephone, e-mail, fax, U.S. mail, overnight courier and in person. In the event of an SBD, we will assess which means of communication are still available to us, and use the means closest in speed and form (written or oral) to the means that we have used in the past to communicate with the other party. Rule: FINRA Rule 3510(c)(9).
X. Critical Business Constituents, Banks, and Counter-Parties
A. Business constituents
We have contacted our critical business constituents (businesses with which we have an ongoing commercial relationship in support of our operating activities, such as vendors providing us critical services), and determined the extent to which we can continue our business relationship with them in light of the internal or external SBD. We will quickly establish alternative arrangements if a business constituent can no longer provide the needed goods or services when we need them because of a SBD to them or our firm Our major business constituent is Pryor Cashman LLP, 7 Times Square, New York, NY 10017, (212) 421-4100. Rules: FINRA Rule 3510(c)(7).
We have contacted our banks and lenders to determine if they can continue to provide the financing that we will need in light of the internal or external SBD. The bank maintaining our operating account is: CitiBank. Rules: FINRA Rule 3510(c)(7).
If applicable, we will contact our critical counter-parties, such as other broker-dealers or institutional customers, to determine if we will be able to carry out our transactions with them in light of the internal or external SBD. Where the transactions cannot be completed, we will work with our clearing firm or contact those counter-parties directly to make alternative arrangements to complete those transactions as soon as possible. Rules: FINRA Rules 3510(a) &(c)(7).
XI. Regulatory Reporting
Our firm is subject to regulation by: FINRA. We now file reports with our regulators using paper copies in the U.S. mail, and electronically using fax, e-mail, and the Internet. In the event of an SBD, we will check with the SEC, FINRA, and other regulators to determine which means of filing are still available to us, and use the means closest in speed and form (written or oral) to our previous filing method. In the event that we cannot contact our regulators, we will continue to file required reports using the communication means available to us. FINRA, (301) 590-6500. Rule: FINRA Rule 3510(c)(8).
XII. Disclosure of Business Continuity Plan
As applicable, we will disclose in writing a summary of our BCP to customers at account opening. We also mail it to customers upon request. Our summary addresses the possibility of a future SBD and how we plan to respond to events of varying scope. In addressing the events of varying scope, our summary (1) provides specific scenarios of varying severity (e.g., a firm-only business disruption, a disruption to a single building, a disruption to a business district, a city-wide business disruption, and a regional disruption); (2) states whether we plan to continue business during that scenario and, if so, our planned recovery time; and (3) provides general information on our intended response. Our summary discloses the existence of back-up facilities and arrangements.
Rule: FINRA Rule 3510(e).
XIII. Updates and Annual Review
Our firm will update this plan whenever we have a material change to our operations, structure, business or location or to those of our clearing firm. In addition, our firm will review this BCP annually, at year end, to modify it for any changes in our operations, structure, business, or location. Rule: FINRA Rule 3510(b).
XIV. Senior Manager Approval
I have approved this Business Continuity Plan as reasonably designed to enable our firm to meet its obligations to customers in the event of an SBD. Rule: FINRA Rule 3510(d). Signed: _______________________________ Title: _______________________________ Date: _______________________________