ANNEXURE

ANNEXURE

FIRST DRAFT

SECURITIES AND EXCHANGE

COMMISSION OF PAKISTAN

***

Islamabad the, 2000

NOTIFICATION

S.R.O. (I)/2000.- The following draft of the Securities and Exchange Commission of Pakistan (Conduct of Business) Regulations, 2000 proposed to be made in exercise of the powers conferred by section 40 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997) is hereby published as required by sub-section (2) of section 40 of the said Act for information of all concerned likely to be affected thereby and notice is hereby given that the draft will be taken into consideration after sixty days of its publication in the official Gazette and in two newspapers having wide circulation in the country. Any objection or suggestion which may be received from any person in respect of the said draft before the expiry of the said period will be considered by the Securities and Exchange Commission of Pakistan.

Draft Securities and Exchange Commission of

Pakistan (Conduct of Business) Regulations, 2000

S.R.O. (I)/2000.- In exercise of the powers conferred by section 40 of the Securities and Exchange Commission of Pakistan Act, 1997, the Securities and Exchange Commission of Pakistan with the approval of the Securities and Exchange Policy Board, hereby makes the following regulations, namely:-

THE SECURITIES AND EXCHANGE COMMISSION OF

PAKISTAN (CONDUCT OF BUSINESS) REGULATIONS, 2000

1. Short Title and Commencement.- (1) These regulations may be called the Securities and Exchange Commission of Pakistan (Conduct of Business) Regulations, 2000.

(2) They shall come into force at once.

2. Definitions.- In these regulations, unless there is anything repugnant in the subject or context,-

(a) "Act" means the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997);

(b) "Board" means the Securities and Exchange Policy Board;

(d) "Commission" means the Securities and Exchange Commission of Pakistan;

(e) "Commissioner" means any of the Commissioners constituting the Commission; and

(f) "Ordinance" means the Companies Ordinance, 1984 (XLVII of 1984).

3. Procedure and conduct of business of the Commission.- (1) The Commission may meet at such time and places, for conduct of its business, as it may think fit:

Provided that in the absence of a decision of the Commission to the contrary, the Chairman shall decide the time and place for the meetings of the Commission.

(2) The Chairman shall, on the requisition of not less than three Commissioners, proceed to call a meeting of the Commission within three days of the receipt of the requisition.

(3) The requisition shall, stating the objects of the meeting, be signed by the requisitionists and shall be deposited at the head office of the Commission.

(4) The Chairman may call a meeting of the Commission forthwith or within a reasonable period depending upon the urgency of the proposed business of the meeting to be called.

(5) Atleast three clear days' notice shall be given to all the Commissioners for a meeting of the Commission and such notice shall set forth for the purpose or purposes for calling the meeting:

Provided that, in the case of urgency, Chairman may call a meeting at such shorter notice or with such arrangements as he may deem fit.

(6) The Chairman shall preside as chairman at a meeting of the Commission, but if at any meeting he is not present, the Commissioners present shall choose one of their number to be the chairman.

(7) In the case of difference of opinion among the Commissioners, the opinion of the majority of the Commissioners present at the meeting shall prevail and orders of the Commission shall be expressed in terms of the views of the majority. Any Commissioner dissenting from the majority view may record his reasons separately. If the Commissioners are evenly divided in their opinion, the Chairman shall have a second or casting vote.

(8) A fair and accurate summary of the minutes of all proceedings of the meetings of the Commission, alongwith the names of those participating in such meetings shall be entered in properly maintained books.

(9) The books containing the minutes of the meetings shall have a 'subject index' of all the proceedings.

(10) The draft minutes of the meetings of the Commission shall be circulated for confirmation, to all the Commissioners within three days of the conclusion of the proceedings.

(11) The minutes of the meetings as finalized after taking into account the observations of the Commissioners, if any, shall be placed before the next meeting of the Commission for confirmation.

(12) The proceedings of each meeting of the Commission which shall be signed and dated by the Chairman, or in his absence, by the Commissioner presiding over the meeting as soon as may be, after the confirmation of the minutes and the proceedings so signed shall be conclusive evidence of the proceedings recorded therein.

(13) The decisions taken in a Commission's meeting shall be circulated to the Commission and the others concerned for necessary action.

(14) The Chairman may, authorise with full justification, an emergent matter to be disposed of through a resolution by circulation, instead of at a meting of the Commission:

Provided that the resolution by circulation shall be signed by all the Commissioners and, in case of absence from Pakistan of any of the Commissioners, by atleast three Commissioners.

4. Chairman to be the chief executive officer of the Commission.- (1) The Chairman shall be the chief executive officer of the Commission and may be entrusted with the whole, or substantially the whole, of all the powers for day to day administration of the Commission.

(2) He may assign certain duties and responsibilities to any of the Commissioners and officers for carrying out the functions of the Commission promptly and effectively.

(3) He shall take all policy decisions of administrative nature in consultation with the Commissioners.

(4) He shall introduce an efficient internal control system for monitoring the performance and activities of the Divisions and Wings of the Commission.

(5) All administrative matters shall be processed in the Support Services Division suo motu or under the directions of the Chairman or on the recommendations of the Commissioners concerned.

5. Powers and duties of the Secretary.- (1) There shall be a Secretary to the Commission who shall perform all the duties and responsibilities of secretarial nature, including the following:-

(a) He may issue notices of the meetings of the Board and of the Commission, for and on behalf of the Chairman;

(b) he may represent the Commission on any forum, if so authorized by the Chairman generally or specifically;

(d) he may sign a decision made by the Commission as a result of a hearing, if so authorized by the Commission;

(e) he may certify under his hand a decision made by the Commission, or a document used in connection with a hearing by the Commission;

(f) he shall communicate to the relevant quarters, all decisions made in the meetings of the Commission and the Board; and

(g) he may exercise such other powers and perform all other duties as may be assigned to him by the Chairman from time to time.

(3) If the Secretary is absent for any reason, the Commission may designate another individual to act in the capacity of Secretary and the individual so designated shall have all the powers and duties of the Secretary.

(4) A certificate purporting to be signed by the Secretary shall, without proof of the office or signature, be admissible any evidence, so far it is relevant, for all purposes in any action, prosecution or other proceedings.

6. Mode of submission of applications etc.- Unless otherwise provided, an application made to the Commission shall be -

(i) duly signed, dated and verified by an affidavit by the person making it and, in the case of a company, signed and verified by its chief executive or director, secretary or liquidator;

(ii) neatly and legibly written, typed or printed, shall precisely set out the facts, grounds and claims or relief applied for in serially numbered paragraphs and specify the relevant provisions of law under which action or relief is applied for;

(iii) accompanied by documents referred to or relied upon and, in the case of a petition for review of, or an appeal against, any order or decision, by a certified copy of such order or decision;

(iv) accompanied by three spare copies, duly signed, dated and verified and accompanied by the documents as aforesaid; and

(v) accompanied by the original receipt for the fee for an application as specified in the Sixth Schedule to the Ordinance.

7. Manner of disposal or application, etc.- On receipt of an application, the Commission shall, unless it rejects or dismisses the same in limine or returns it for removal of any defect or shortcoming or otherwise disposes of the same, institute such enquiries or proceedings in respect of any matter as may, in the opinion of the Commission, be necessary to obtain the information or evidence respecting any matter concerning the application and may provide an opportunity respecting applicant or any other person interested in the matter of being heard before arriving at a decision.

8. Appearance by authorised representative.- Any person who is entitled or required to attend before the Commission in connection with any proceeding under the Act, the Ordinance or any other law for the time being administered by the Commission, otherwise than when required to attend personally, may be represented at such attendance by a duly authorised advocate, a member of the Institute of Chartered Accountants of Pakistan or the Institute of Cost and Management Accountants of Pakistan practising in Pakistan or a director or officer of the company or any other person authorised in writing in this behalf by the person so entitled or required to attend.

9. Common seal of the Commission.- There shall be a common seal of the Commission which shall be kept in safe custody of the Chairman or such other person authorised by him through a separate order and shall be affixed on such documents and in such manner as may be specified by the Commission.