(1)
A securities exchange shall within four months after the end of each financial year make available to the Authority and to the investors, a summary of information on companies listed at the securities exchange.
(2)
The information referred to in paragraph (1) shall include-
(a)
the names of directors, share capital, number and value of shares issued and any changes in the share capital; and (b) earnings per share, dividend per share, shareholding structure institutional, individual, domestic and foreign investors, principal or controlling shareholders and total number of shareholders. (3) A securities exchange shall maintain information in either print and electronic form, regarding each issuer or company listed at the securities exchange and such information shall include the-
(a)
name of the issuer and date of incorporation; (b) date of listing; (c) names of directors; (d) principal or controlling shareholders; (e) total number of shareholders;
(f)
authorised and paid-up share capital; (g) changes in authorised or paid-up share capital; (h) core and auxiliary line of business; (i) balance sheet and profit and loss accounts for the last five years; (j) volume and price movements (high and low) of the listed security; and (k) earnings per share and dividend per share.
(4)
A securities exchange or commodities exchange shall, within 3 months from the end of the financial year, furnish the Authority with a report of its activities during the preceding calendar year and the report shall contain information on-
(a)
changes in its rules and by-laws, if any;
(b)
changes in the membership of its board of directors;
(c)
composition and mandates of all the committees set up and changes, if any in the membership of its existing ones;
(d)
admission, suspension or expulsion of trading participants;
(e)
disciplinary action against trading participants including appointment of statutory manager;
(f)
arbitration of disputes;
(g)
securities listed, suspended or delisted;
(h)
market turnover and capitalization per sector; and
(i)
any other matters that the Authority may request.
(5)
A securities exchange shall submit to the Authority, through electronic means and make public a daily report on the securities transacted, the price movements on each security including low, high and average prices, and the volume of transactions in each security.
(6)
A financial statement of a securities or commodities exchange shall include the disclosures prescribed in these Regulations.
(7)
The annual accounts of a securities exchange or commodities shall be audited by an independent auditor appointed by the board of directors of the securities exchange or commodities exchange.
(8)
A securities or commodities exchange shall furnish the Authority with all documents and notices that it issues to its members in connection with the annual general meetings within ten days prior to the date of such meetings.
(9)
Communication to investors shall be by way of publication through email and in either at least two daily newspapers of national circulation or on the official website of the exchange.
(10)
A securities or commodities exchange shall immediately report to the Authority by telephone and in writing whenever-
(a)
there is a delay in the opening or closing of the securities or commodities exchange;
(b)
there is a default on settlement and delivery;
(c)
trading is to be suspended in any security;
(d)
there are incidences of violation of the Act or exchange rules;
(e)
there is unusual activity in the market;
(f)
the exchange receives any non-public information that its chief executive believes could have a material effect on the market in general or on any specific securities; or
(g)
the Authority requests for any information.
REPORTING OBLIGATIONS OF A FUND MANAGER
(1)
Every fund manager shall submit to the Authority-
(a)
quarterly reports of the portfolio under its management within thirty days of the end of each calendar quarter; (b) half yearly reports of the portfolio under its management within thirty days of the end of each half-year, including reports of its own financial performance; (c) annual reports of the total value of the portfolio under its management including the number of clients; and (d) audited annual financial statements for its operations including the information prescribed in Part I of this Schedule and a copy of the auditor's report.
(2)
Notwithstanding the provisions of subparagraph (1), the Authority may require such other form of financial statements as it may from time to time specify.
REPORTING OBLIGATIONS OF DEALER
Report of dealing transactions (1) Every authorised securities dealer shall, in respect of all its transactions in securities, whether or not such securities are traded on an approved exchange, submit to the Authority-
(a)
monthly reports and accounts within fifteen days of the end of each calendar month;
(b)
quarterly reports and accounts within fifteen days of the end of each calendar quarter; (c) half yearly reports and accounts within thirty days of the end of each half year; (d) audited annual accounts within three months following the end of the authorised securities dealer financial year; and (e) a financial statement complying with the disclosures prescribed by the Authority. (2) The Authority may require such other form of financial statement as it may from time to time specify.
(3)
The reports referred to in paragraph (1) shall include particulars on the-
(a)
type of securities; (b) total value of securities traded in terms of sales and purchases during the relevant period; and (c) average yield of the total value of securities traded during the relevant period.
REPORTING OBLIGATIONS OF STOCK BROKER
(1)
Every stockbroker and dealer shall submit to the Authority and to the securities exchange of which they are trading participants-
(a)
quarterly reports and accounts within fifteen days of the end of each calendar quarter; (b) half yearly reports and accounts within thirty days of the end of each half year; (c) audited annual accounts within three months following the end of the stockbroker and dealer's financial year; and
(d)
a financial statement complying with the disclosures prescribed by the Authority.
(2)
Every stockbroker or dealer shall prepare monthly reports and accounts within fifteen days of the end of each calendar month, which shall be made available to the Authority at such times as the Authority, may request.
(3)
The Authority may require such other form of financial statement as it may from time to time specify.
A. NOTIFICATION AND CLEARANCE EVENTS
(1)
An approved person shall make a written notification to the Authority of any event or circumstance designated as a notifiable or clearance event.
(2)
Clearance events include-
(a)
changes in governance or directors; (b) changes in ownership and substantial shareholding; where any person is to become or cease to be a majority controller of an approved person; or (c) changes to approved person place of business, address, head office. (3) Notification events include-
(a)
changes to approved person's such as appointed representatives, staff other than directors; (b) changes to approved person's auditors; (c) changes in financial position; (d) where an approved person has been adjudged bankrupt or adjudicated or declared insolvent by due process of law; (e) where an approved person has made any arrangement or composition with its creditors or it has otherwise acknowledged its inability to pay its debts; (f) where the approved person becomes insane or incapable of properly managing his or her affairs;
(g)
where a receiver or administrator has been appointed in relation to an approved person or any part of its undertaking or assets or a resolution has been passed or an order made for its winding up.
(4)
The notification of a clearance event must be made within 14 days before the occurrence of the event and must be in writing.
(5)
The notification of an event that has occurred must be made immediately the event occurs and not later than 12 hours of the occurrence of the event.
(6)
The notification in subparagraph 3(f) shall be made by a representative of an approved person.
I. CHANGES TO THE APPROVED PERSON
(a)
name, a description of principal business; (b) names of its directors, partners and managers, if any; (c) address of the registered or head office or its principal place of business or its address; (d) details of change should be provided; (e) an appointed representative; date of becoming or ceasing to be an appointed representative of the approved person, its name, the address of its registered or head office, telephone number and registration number; (f) the dismissal of any staff that is chief executive, director, manager of the permitted business, compliance officer, finance officer or appointed representative, the date, name and reasons for dismissal or details of the event; and
(g)
appointment of auditors, change of auditors, decision to secure a change, resignation, removal and non- reappointment, the fact that the event has occurred and the reasons for it.
II. CHANGES IN GOVERNANCE OR MANAGEMENT
(a)
current chief executive, director, compliance officer, company secretary; (b) the fact of holding or ceasing to hold that position; (c) notice period to be served for resignation and compliance with the internal human resource procedures; (d) reasons for resignation or termination or new appointment; (e) the name of the person who has been appointed as a replacement; (f) summary of the recruitment process; (g) the date on which he or she will hold or cease to hold that position; (h) curriculum vitae; and (i) a copy of the engagement contract.
III. CHANGES IN OWNERSHIP OR SUBSTANTIAL SHAREHOLDING
(a)
current shareholding structure; (b) changes proposed; (c) voting rights; (d) changes in voting rights;
(e)
when an approved person becomes a subsidiary of another company, name of the company of which it has become a subsidiary; (f) when in relation to the approved person, a person becomes or ceases to be a majority controller, its name, description of its principal business, the names of its directors, partners and managers, address of its registered or head office or its principal place of business or his address, the percentage of the voting power which it can exercise at any general meeting of the member; (g) controller, the fact that a person has either become or ceased to be a controller; (h) changes in beneficial ownership.
IV. CHANGES IN FINANCIAL POSITION