Article (1) Article (2) Article (3)* Article (4)

Transcription

1 AMIRI DECREE ORGANIZING KUWAIT STOCK EXCHANGE Having perused the Constitution and Law No. 15 of 1960 concerning the Commercial Companies and all amending Laws thereto and Law No. 32 of 1970 regulating the negotiation and transaction of company securities and Commercial Law no. 68 of 1980 and Pursuant to the proposal made by the Ministry of Commerce & Industry; and After ratification of Council of Ministries, We here by decree the following: Article (1) The Kuwaiti Stock Exchange shall exercise its activity in accordance with the provision of this Decree. The said Stock Exchange shall enjoy an independent judicial entity, with competence and capacity to dispose of its property and funds, besides managing the same and shall have the right of litigation. Article (2) In application of the provisions of this Law Decree, the term Securities means shares and stocks of Kuwaiti Joint Stock Companies as well as bonds, promissory notes and instruments, duly issued by the Government or any Kuwaiti public corporation or institution, and/or any other Kuwaiti or non-kuwaiti securities, negotiation and transaction which are duly licensed by the Stock Exchange Committee. Moreover, the by-law of the Stock Exchange shall specify the rules and provisions regulating the registration and acceptance of such securities. Article (3)* Article (4) The KSE holds the responsibility of Bodyizing and surveilling the financial market emphasizing on the following: 1 - Organizing and protecting trading securities. 2 - Organizing the announcement of interests and issuing and declaring the financial reports. 3 - Specifying the methods of dealing with securities insuring the soundness of information and protecting the traders. 4 - Developing the financial market to serve the goals of the economic development. 5 - Developing the market links with other regional and global markets to keep pace with the standards followed in those markets. Dealing in securities listed in the Stock Exchange and accepted for negotiation therein shall be made in accordance with conditions and rules determined by *Article (3) was amended by Decree no. 158 for year 2005 concerning the amendment of some articles of the Decree Bodyizing Kuwait Stock Exchange. 7

2 Kuwait Stock Exchange the Stock Exchange Committee. The transactions of such securities shall be made at the Stock Exchange Floor through any middleman (stock-broker) who is registered at the Stock Exchange. In the event of any securities transacted outside the Stock Exchange Floor, such transactions shall be made in conformity with the prescribed rules and criteria specified by the Stock Exchange Committee. However, in all cases, it is inevitable that all transactions or securities made shall, at the time of transferring their ownership, be registered in the Stock Exchange shall be liable to notify the Stock Exchange Committee of the transactions made regarding such stocks. Article (5) Article (6)* The Stock Exchange shall be managed by a Committee, to be constituted under the Chairmanship of the Minister of Commerce and Industry, and membership of each of the following: 1. The Stock Exchange Director who shall be a full-time deputy to the Chairman, and entirely dedicated to the said office. 2. A member representing the Ministry of Commerce & Industry. 3. A member representing the Ministry of Finance. 4. A member representing the Central Bank of Kuwait. 5. Two competent and experienced experts, duly selected by the Council of Ministers, on nomination by the Minister of Commerce & Industry. 6. Four members, duly selected by Kuwait Chamber of Commerce & Industry, including a middleman (Stock-broker). A Resolution shall be issued by the Council of Ministers constituting the Stock Exchange Committee, pursuant to a proposal made by the Minister of Commerce and Industry for a period of three years, subject to renewal. Moreover, the Council of Ministers shall under a Resolution issued by the same fix the remunerations of the Stock Exchange Committee members and the Director of the Stock Exchange shall be appointed by a Decree, upon a submission made by the Minister of Finance & Economy for a renewable term of four years. All his remunerations and financial entitlements shall be fixed by a Resolution from the Council of Ministers. The market committee is responsible for setting the general rules and policies for KSE within the goals mentioned in article (3) of this decree especially in setting the following rules and procedures: 1- Dealing with securities, supervising and surveilling its activities. 2- Central depositary, settlement and clearing, and surveilling its activities. 3- Registration of brokers and the stocks of the listed companies. 4- Surveilling the dealing of funds and investment portfolios with securities listed in the market. 5- Preparing, disclosing and surveilling the financial reports of the listed companies and investment funds. 6- Regulations for acquiring effective percentage of the company s capital. 8

3 7- Regulations for banning trading based on internal or unannounced information or conflict of interest. 8- Regulations regarding professional conduct and confidentiality of the market s employees and the companies dealing with securities. 9- Preparing reports and analysis as well as stating the regulations that should be abided with in preparing the above. 10- Procedures that the market administration has to take for any exceptional circumstances including the decision of suspension of a company or more from trading its stocks in the market for a period set by the market administration. 11- Approval of the market projected annual budget and probating the final accounts and assigning a financial auditor. Article (7) Article (8) The Chairman of the Stock Exchange Committee shall submit to the Council of Ministers a detailed report every three months, duly covering the Stock Exchange activities, and the status of investors, besides the performance realized in the light of the long-range Public State Policy. The Stock Exchange Committee shall assume the responsibility of establishing the competent technical staff-system required by the Stock Exchange to exercise its activities, namely: 1. The price follow up staff which shall be responsible for the follow up and analysis of price movements of shares and stocks (bonds) duly listed in the Stock Exchange. 2. The Credit Sale Staff which shall be responsible for the follow up and evaluation of credit sale transactions in relation to spot sale operations. 3. Information Compilation, data analysis and publication staff which shall be responsible for compiling, analyzing and publishing the information relating to the Stock Exchange and the securities transacted therein as well as the names of the companies registered in the Stock Exchange for the said purpose. The By-laws shall stipulate the rules regulating the operations of the Technical Staff-System. Article (9) The Stock Exchange Director shall implement the Resolutions adopted by the Stock Exchange Committee. He may, however, propose to the said Committee any suggestions and/or instructions regarding the regulations deemed appropriate, besides assuming the management of the Stock Exchange Committee, with supervision of all technical and administrative staff of the Stock Exchange; and he may further give any necessary instructions, in order to perform his functions in conformity with powers conferred to him by the Stock Exchange By-law and the Resolutions adopted by the Stock Exchange Committee. Article (6) was amended by Decree no. 158 for year 2005 concerning the amendment of some articles of the Decree organizing Kuwait Stock Exchange. 9

4 Kuwait Stock Exchange The Director shall represent the Stock Exchange before the judiciary as well as in its relations with third parties, and he shall have the right to sign for and on behalf of the Stock Exchange. Article (10) The Stock Exchange membership shall include the following: 1. Kuwaiti companies whose shares are offered to public subscription. 2. Kuwaiti Joint Stock companies, (closed) membership of which is accepted by the Stock Exchange. 3. Middlemen (Stock-brokers) of the Stock Exchange. The relevant bylaw shall specify the procedures for registration of the stock-brokers and their assistants, together with the regulation of their functions and the tight control over them. The Stock Exchange members are bound to pay the registration fees and the annual subscription as stipulated in the Stock Exchange By-law. Article (11) The Stock Exchange shall have a budget to be prepared in conformity with the rules prescribed in the By-law; and its fiscal year shall commence to run 1 st July and expire at the end of June every year. Consequently, the By-law of the Stock Exchange shall specify the financial rules and procedures governing the disposal of its funds, the books to be kept for control of its operations and the manner of controlling its accounts. As exception to the provision of this Article, the first fiscal year of the Stock Exchange shall commence to run the date of enforcing this Law-Decree and expire at the end of June next year. Article (12) Article (13) The Stock Exchange revenues are derived from: 1. Proceeds of the services rendered by the Stock Exchange. 2. The income of the funds invested by the Stock Exchange. 3. The proceeds of the penalties imposed in accordance with the provisions of this Law Decree. 4. Any fees or charges imposed or levied for the benefit of the Stock Exchange. 5. Any other revenues approved by the Stock Exchange Committee. An Arbitration Committee, under the Chairmanship of a judiciary man (judge), duly elected by the Supreme Council of Judiciary shall be constituted pursuant to a resolution passed by the Stock Exchange Committee. The function of the said Arbitration Committee is to decide on the disputes relating to the transaction concluded in the Stock Exchange. However, dealing within the Stock Exchange is deemed to be a recognition to the arbitration in question which shall be stated in all papers and instruments of such transactions. The resolutions passed by the Arbitration Committee shall be binding to both parties of the dispute, and the resolution adopted, duly constituting the 10

5 same shall specify the procedures to be followed regarding dispute filing and determination. Article (14) Article (15) The Stock Exchange shall have a committee to decide on any violation of provisions of the Decree and the law and regulations Bodyizing the Market, which are imputed to traders, brokers and companies whose securities are listed in the Market, as well as breaches affecting the work process, the Market guidelines and the rules and principles governing the ethics of the profession and its practices. The committee shall comprise of five members nominated by the Market committee, and may take any of the following penalties: 1. Notification. 2. Warning. 3. Suspension of the violator work for a period set by the Market Committee and taking the appropriate procedures regarding the benefits he got. 4. Confiscation of all the Bank Guarantee or part of it. 5. Suspension of trading in securities issued by the violating companies or parties until the violation cause is eliminated or corrected. 6. Cancellation of membership. 7. Compulsory advance deposit of the underlying stocks or money for the trader. Except the penalties of notification or warning, the Committee decisions mentioned in the previous article are appealable within 15 days form the date of notification in front of a Board chaired by a consultant nominated by the Upper Jurisdiction Board and four members nominated by the Market Committee, and the issued resolution constituting the board shall stipulate its applicable procedures. Article (15) repeated Article (15) repeated A Data and information related to traders names and their trading volumes shall not be announced or disclosed to other than the market and the specialised monitoring parties, except upon a judicial judgement, wether this information is being kept at the market administration or the clearing house or the brokerage companies or the listed companies or the investment funds or the companies that manage others portfolios The Market Committee members and all employees of the Kuwait Stock Exchange, Kuwait Clearing Company, the Brokerage Companies and companies Articles (14) and (15) were amended and article (15) repeated was added by Decree no. 158 for year 2005 concerning the amendment of some articles of the Decree organizing Kuwait Stock Exchange. Article (15) repeated A was added by Decree no. 158 for year 2005 concerning the amendment of some articles of the Decree organizing Kuwait Stock 11

6 Kuwait Stock Exchange that manage others portfolios and Investment Funds must declare what they, their spouses and minor children own of securities listed in the market either directly or indirectly, and it is prohibited to deal with those securities while they are employed at the Kuwait Stock Exchange unless authorized by the Market Administration. The only exception is the inherited shares, and a prior approval should be gotten from the Market Administration before dealing with these stocks. Article (16) The Stock Exchange By-Law shall be issued within a period of three months from the operative date of this Decree, under a resolution made by the Minister of Commerce & Industry, pursuant to a proposal from the Stock Exchange Committee, However, the Minister of Commerce and Industry assumes the responsibility of laying down the proposal rules necessary for the process of work in the Stock Exchange until the said by- law is issued. The by-law shall in particular specify the powers of both, the Stock Exchange Committee Chairman and the Director of the Stock Exchange besides prescribing the rules and procedures of its meetings the majority of the quorum required for the validity of its sessions and the resolutions adopted. Article (17) Article (18) The Stock Exchange Committee shall, within a period not exceeding three months from the date of enforcing this Decree, study and prepare the other regulations conditions of the Stock brokers and their assistants, and then submit its relevant suggestions to the Minister of Commerce and Industry for promulgation of a law-decree accordingly. All Ministers, each within his jurisdiction, shall implement this Decree which shall come into force the date of its publication in the Official Gazette. Amir of Kuwait Jaber Al-Ahmed Prime Minister Saad Al-Abdulla Al-Sabah Minister of Commerce & Industry Jassem Khalid Al-Marzouq Issued at Sief Palace On 5th Zul Qaida, 1403 H. Corresponding to 14th August, 1983 A.D. 12