CHAPTER 2
ADMINISTRATION
The Council
2.00.01 The Council of the Exchange is established in terms of the Act and shall be responsible for the management and conduct of business of the Exchange.
2.00.02 The Council shall have powers and functions as laid down in the Act and it shall issue policies, guidelines and directions to the management of the Exchange in accordance with the provisions of the Act, Statute and these Bye-laws.
Executive Committee
2.00.03 The Council shall establish an Executive Committee which shall be responsible for implementing the policies of the Council and for planning and formulating new development policies for approval by the Council.
2.00.04 The Council may delegate to the Executive Committee all or any of its functions conferred on it in terms of the Act and may, at any time, resume all or any of the functions so delegated.
2.00.05 The Council shall appoint a Chief Executive Officer to head the Executive Committee. The Executive Committee shall further be composed of the General Manager and any Deputy General Managers appointed at the time, responsible for the day-to-day operations of the Exchange and possessing the necessary expertise to be able to carry out the functions so delegated by the Council. The Council may also appoint other officers of the Exchange as it deems appropriate to perform all or any functions in relation to the Executive Committee.
2.00.06 The executive heading the Internal Compliance Office shall be appointed to act as Secretary to the Executive Committee and shall be responsible to make the necessary preparations for Executive Committee Meetings and to keep minutes of such meetings.
2.00.07 The Council shall give terms of reference to the Executive Committee indicating clearly its duties and functions.
2.00.08 The Chairman of the Executive Committee shall be responsible to report to the Council on any decision or action of the Executive Committee at the first Council meeting following such decision or action or at any other opportune moment as deemed appropriate.
2.00.09 The Executive Committee shall have the power to regulate its own proceedings, however, it shall meet at least once every calendar month.
Committees
2.00.10 The Council may appoint any other Committee, other than the Executive Committee to which it may delegate any of its functions or to manage or oversee the carrying out of any of its functions.
2.00.11 The Council shall determine the composition and specific terms of reference of any Committee so appointed.
General
2.00.12 The delegation of any function by the Council to any Committee shall not affect any obligation or responsibility imposed upon the Council by the Act or otherwise.
Chief Executive Officer
2.00.13 The Council shall appoint a Chief Executive Officer who shall head the Executive Committee.
General Manager
2.00.14 The Council shall appoint a General Manager who shall be responsible for the day-to-day management of the Exchange.
2.00.15 The General Manager shall also be responsible for the performance of secretarial functions and the provision of administrative support to the Council.
Salaries and Other Administrative Expenses
2.00.16 The Council is empowered to determine the salaries of the Chief Executive Officer and the General Manager. The Council is also empowered to determine the salaries of other officers of the Exchange in consultation with the Chief Executive, and to pay any expenses necessary for the smooth and efficient running of the Exchange.
2.01.00 Bye-laws, Council Notices and Other
Publications
Bye-laws
2.01.01 The Council shall, with the approval of the Competent Authority, have the power to make such Bye-laws not inconsistent with the Act, or any regulation or directive made thereunder or with the Statute as it may deem necessary for the proper functioning of the Exchange.
2.01.02 Where the Council proposes to amend, substitute or revoke its Bye-laws or any part thereof, the prior approval of the Competent Authority must be obtained for the validity of any such amendment, substitution or revocation.
2.01.03 A copy of such Bye-laws will be maintained by the Exchange and shall be available to the public for inspection. Maintenance of the Bye-laws “on-line” shall constitute sufficient publication for the purposes of the Act.
Council Notices
2.01.04 The Council may, from time to time, issue notifications by way of Council Notices which shall be deemed to be binding on Members.
2.01.05 Such Council Notices shall be distributed in writing or in electronic format to all Members and posted on the Notice Board of the Exchange.
Publications
2.01.06 The Council shall cause to be issued the following publications :
(i) the Bye-laws, duly updated from time to time; and
(ii) an Official List and any other Recognised List as appropriate, at least once every week.
2.01.07 Such publications shall be distributed to all Members and listed companies and to any other person as deemed appropriate. Publication “on-line” shall be constituted to be sufficient publication and distribution.
Annual Report
2.01.08 The Council shall as soon as possible, but not later than four months after the closing of each financial year, transmit to the Competent Authority, a copy of the Audited Annual Accounts and the Annual Report on the activities of the Exchange.
2.01.09 Such Accounts and Report shall be published in at least two daily newspapers within one month of transmission to the Competent Authority.
2.02.00 Urgent
Action
Urgent Action
2.02.01 The Chairman, acting jointly with another member of the Council and in consultation with the Executive Committee may issue specific instructions to meet situations which require urgent action to stop malpractice, to protect investors or to safeguard the financial integrity of the Exchange.
2.02.02 Such action shall be reported immediately to the Competent Authority.
2.03.00 Fees and Other Charges
Fees and Other Charges
2.03.01 In exercise of the powers conferred on it by the Act, the Council may impose such fees and other charges as it may deem appropriate. Such fees and other charges shall be issued as a Council Notice and distributed accordingly.
2.03.02 The Council may amend, revoke or substitute any fees and other charges as deemed appropriate. Such amendments, revocations or substitutions shall be issued as a Council Notice.
2.04.00 Regulatory Requirements
Internal
Compliance
2.04.01 The Council must ensure that adequate and appropriate systems and controls are in place concerning its internal compliance requirement as set out in the Recognition Requirements.
2.04.02 Such internal compliance functions shall be carried out by the Internal Compliance Office which shall report directly to the Council and to the Competent Authority as set out in the relevant Directives.
2.05.00 Auditors
of the Exchange
Appointment of Auditors
2.05.01 The Council shall appoint an auditor annually with the approval of the Competent Authority.
2.05.02 If, at any time, the Exchange fails to have an auditor in office for a period exceeding four weeks, the Competent Authority may appoint a person to fill the existing vacancy.
Audit of Accounts
2.05.03 The Exchange shall make available to its auditor all the information and explanations necessary to discharge his responsibilities as an auditor and to enable him to meet the requirements of the Competent Authority.
2.05.04 The Exchange shall obtain from its auditor a management letter in accordance with International Standards on Auditing.
2.05.05 The auditor must confirm to the Competent Authority whether the audit has been conducted in accordance with International Standards on Auditing and, where, in the auditor’s opinion, one or more of the requirements have not been met, the auditor shall be required to include in his report a statement specifying the relevant requirements and in which respect these have not been met.
2.06.00 Complaints and Breaches
Complaints
arising in connection with the performance of functions of the Exchange.
2.06.01 Any complaints received by the Exchange arising in connection with the performance of its functions or its failure to perform any such function shall be reviewed by the Council which must ensure that the Exchange has effective arrangements for the investigation and resolution of such complaints as outlined in the recognition requirements. Provided that such complaints do not extend to complaints about the content of rules made by the Exchange.
2.06.02 The Exchange shall hold a register of all complaints arising in connection with the performance of its functions or its failure to perform any such function and shall notify the Competent Authority immediately of any such event and of any remedial action taken, where applicable.
Breaches of the Act, and other regulations
issued thereunder.
2.06.03 Any breaches of the Act and /or other regulations issued thereunder, will be reviewed by the Council, which must ensure that the Exchange has effective arrangements for the investigation and resolution of such breaches.
2.06.04 The Exchange shall keep a record of all breaches of the Act and /or other regulations issued thereunder as outlined in the directives and shall notify the Competent Authority immediately it becomes aware of any such breaches and of any action taken where applicable.
2.07.00 Confidentiality
All officers of the Exchange shall be bound to treat all documents and any other information relating to the activities of the Exchange, or otherwise obtained for the purposes of or pursuant to, any of the provisions of the Act, Statute and Bye-laws of any regulations made under the Act and not yet officially divulged, and all matters and things related to such documents and information as confidential and protected by the duty of professional secrecy, and shall not disclose the same to any other person not being a person who may lawfully obtain that information for the purposes of, or pursuant to, the provisions of the Act, except with the consent of the person from whom the information was obtained and provided that the information relates solely to that person.
2.07.01 No enquiries shall be made into the affairs of any person except for the purpose of ensuring compliance with the provisions of the Act and any regulations made thereunder .
2.07.02 Where the Exchange suspects that there may exist circumstances which indicate a suspicion of an offence in terms of Prevention of Financial Markets Abuse Act, 2005 the Exchange shall report such circumstances to the Competent Authority as provided for in the Act, immediately upon becoming aware of such circumstance.