Malaysia legislation
Section 10
Section 10
Recognized market operator
The principal Act is amended by inserting after Subdivision 5 of Division 2 of Part II the following subdivision:
“Subdivision 5a—General
Interpretation 40a. In this Subdivision, unless the context otherwise requires—
“relevant person” means a stock exchange, a derivatives exchange, a recognized market, an approved clearing house or a central depository, as the case may be;
“senior officer” means a person, other than the chief executive officer or a director, having authority and responsibility for planning, directing or controlling the activities of a relevant person, including the chief operating officer, members of decision making committees and other persons performing key functions such as risk management, compliance, internal audit or other functions as may be specified by the Commission;
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“statutory manager” means a person appointed by the
Commission under this Subdivision for the purposes of managing the whole or such part of the business and affairs of a relevant person.
Publication of notice of suspension of trading or closure 40b. Where an action is taken by the Minister or the
Commission under section 12, 18, 27, 28, 354 or 355, as the case may be, the Commission shall publish a notice of the action taken in such manner as the Commission considers appropriate.
Rights of stock exchange, derivatives exchange or approved clearing house not to be affected by laws relating to contracts 40c. Nothing in any law relating to contracts, to the extent of its inconsistency with the provisions of this Act or the rules of a stock exchange, derivatives exchange or approved clearing house, shall render unenforceable or otherwise adversely affect—
(a)
any rights to be conferred on a stock exchange, a derivatives exchange or an approved clearing house in relation to securities or derivatives, as the case may be, under this Act or its rules;
(b)
any rights to be conferred on a party to a securities or derivative entered into on a stock market of a stock exchange, a derivatives market of a derivatives exchange, an exempt stock market, an exempt derivatives market or such other market as approved under this Act or the rules of a stock exchange, a derivatives exchange or an approved clearing house, as the case may be; or
(c)
anything done or omitted to be done under or in relation to a securities or derivative entered into on a stock market of a stock exchange, a derivatives market of a derivatives exchange, an exempt stock market, an exempt derivatives market or such other market as approved under this Act, as the case may be.
Power of Commission to appoint statutory manager 40d. (1) Without prejudice to any provision in this Part, for the purposes of mitigating and managing systemic risk in the capital market or where the Commission considers it is—
(a)
in the public interest;
(b)
for the protection of investors;
(c)
for the proper regulation of a relevant person; or
(d)
necessary in the exercise of its powers under section 30, the Commission may appoint a statutory manager.
(2)
The Commission may—
(a)
in the case of a recognized market; or
(b)
with the prior approval of Minister, in the case of a stock exchange, a derivatives exchange, an approved clearing house and a central depository, appoint a statutory manager to—
(A)
exercise, perform and discharge with respect to the relevant person, all the powers, duties and functions conferred or imposed on, or assigned to, the relevant person, by or under any written law or the articles of association of the relevant person; and
(B)
take possession of, and use any such movable or immovable property as was used by the relevant person, for the purpose of carrying on the business or operations of the relevant person.
Capital Markets and Services (Amendment)
(3)
Where the Commission has appointed a statutory manager under subsection (2), the Commission may make all or any of the following orders in writing to—
(a)
grant access to the property of the relevant person to a statutory manager;
(b)
transfer control of the whole or part of the business or affairs of the relevant person and management of the whole or such part of the business and affairs of the relevant person, to a statutory manager; or
(c)
issue any direction to any person including a statutory manager in relation to the management of the whole or part of the business or affairs of the relevant person.
(4)
Every such exercise, performance and discharge of such powers, duties and functions by the statutory manager under subsection (2) shall be as valid and effectual as if it were an exercise, performance and discharge by the relevant person.
(5)
The Commission may, during the period an order under this section is in force, suspend the functions, rights and privileges of any directors, chief executive officer or senior officer of the relevant person, and for such period, as the Commission may determine.
(6)
Where an order is made under this section, the
Commission shall, as soon as may be practicable, give a copy of the order, to the principal officer of the relevant person to which the order relates and to such members of the governing body thereof, if any, as the Commission may consider appropriate in the circumstances.
(7)
Where an order has been made under this section, the Commission shall cause the order to be published in at least one national language daily newspaper and one English language daily newspaper.
(8)
An order made under this section takes effect on the date specified in the order.
Assistance and access to information, etc.
Quoted provision
Section 40e
(a)
provide all necessary assistance; and
(b)
grant full and free access to all information, document, system, trading facility, or any other property relating to the business or operations of a relevant person, to a statutory manager, to enable the statutory manager to discharge his powers, duties and functions stated in the order made under section 40d.
(2)
Any of the persons referred to in subsection (1) who refuses or fails, without lawful excuse, to allow the statutory manager access in accordance with this section commits an offence.
(3)
Any of the persons referred to in subsection (1) who, with intent to defeat the purposes of this section or with intent to prevent, delay or obstruct the statutory manager from carrying out any of his powers, duties and functions under this section—
(a)
destroys, conceals or alters any information, document, system, trading facility, or any other property relating to the business or operations of a relevant person;
or
(b)
sends or attempts to send or conspires with any other person to send out of Malaysia any such document or any property of any description belonging to or in the disposition of or under the control of a relevant person, commits an offence.
(4)
Any person who commits an offence under this section shall, on conviction, be liable to a fine not exceeding five
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million ringgit or to imprisonment for a term not exceeding ten years or to both.
Remuneration, expenses and indemnity of statutory manager 40f.
Where a statutory manager is appointed under subsection 40d(2)—
(a)
his remuneration and any expenses properly incurred by him; and
(b)
any indemnity to which he is entitled, shall be charged on, and paid out of any property or asset of the relevant person, which is in the custody or control of the statutory manager.
Annual fees payable 40g. (1) A relevant person shall pay to the Commission an annual fee or any other fees, as the Commission may prescribe.
(2)
Any fees paid to the Commission under this Part shall be paid to the Fund established under section 23 of the Securities Commission Malaysia Act 1993.
Non-application of Companies Act 1965 40h. The provisions of the Companies Act 1965 in relation to the offering of shares or debentures to the public by a private company shall not apply where the offer or invitation to subscribe for or purchase is made by the private company on an approved, registered, recognized stock market or derivatives market, or an exempt stock market or exempt derivatives market, under the securities laws.”.
New Subdivision 7 of Division 2 of Part II