Information which, if applicable to the applicant in question, must be contained in an application for an exchange, central securities depository or clearing house licence
| (1) |
The following administrative information: |
| (a) |
The postal, physical and electronic mail addresses of the applicant’s registered address or head office at which it will receive all documents for the purpose of this application. |
| (b) |
The telephone and facsimile numbers of the applicant and the chief executive officer. |
| (c) |
A list which reflects the full names, addresses and telephone numbers of persons, if any, who alone or with associates will exercise control over the applicant in terms of section 57(2) of the Act. |
| (d) |
A list which reflects the full names of the members of the controlling body of the applicant, and a statement signed by each member to the effect that he or she knows of no reason why he or she should not serve his or her term of office as a member of the controlling body. |
| (e) |
A list which reflects the names, physical and postal addresses, telephone and facsimile numbers of— |
of the applicant.
| (2) |
A copy of the founding documents of the applicant which regulates at least the following: |
| (a) |
The structure of the applicant; |
| (b) |
the objects of the applicant; |
| (c) |
the powers of the applicant; |
| (d) |
the composition and functions of the controlling body; |
| (e) |
the procedures for election or appointment of members of the controlling body, their terms of office, and when membership may be terminated; |
| (f) |
the procedures for the calling of meetings of people who hold ownership interests in the applicant; |
| (g) |
the voting powers of people who hold ownership interests in the applicant; |
| (h) |
the appointment of auditors; and |
| (i) |
the procedures for the dissolution of the applicant. |
| (3) |
Adequacy of financial resources |
| (a) |
If the applicant has been in existence for more than a year, a copy of its audited annual financial statements as at its latest financial year-end. |
| (b) |
A copy of the projected income statement, balance sheet and cash flow statement for a three year period from the date of the latest financial statements. |
| (c) |
A schedule illustrating the funding provisions for anticipated supervisory responsibilities over the budgetary period. |
| (d) |
A statement signed by the chief executive officer of the applicant specifying the critical assumptions made in the preparation of budgets and the sources from which the applicant will derive its funding. |
| (e) |
Where arrangements have been made for the funding of any temporary shortfall in available cash resources, a statement must be provided by the party or patties concerned setting out the extent and terms of their commitment. |
| (4) |
Adequacy of management and human resources |
| (a) |
An explanation of the management structure of the applicant including the names of the individuals responsible for the major functional areas and the number of personnel employed in each functional area. |
| (b) |
A curriculum vitae in respect of each member of the management of the applicant who is responsible for a major functional area, which indicates his or her relevant experience and training. |
| (c) |
A projection of management and staff requirements for the period covered by the budgets referred to in paragraph 3(b). |
| (d) |
A statement by the chief executive officer of the applicant confirming that— |
| (i) |
all authorised users or participants of the applicant have been evaluated and, on the information available, found to be of good character and integrity; and |
| (ii) |
on the information available, all authorised users or participants comply with the minimum capital adequacy requirements determined by the applicant in its rules. |
| (5) |
The business plan of the applicant, which has been approved by the controlling body and which deals at least with the following matters: |
| (a) |
The planned development of the information technology systems and infrastructure of the applicant and arrangements for their supply, management, maintenance, upgrading and security; |
| (b) |
The planned approach to qualifying, quantifying and managing risk within the applicant; |
| (c) |
plans to ensure the integrity of the market and its authorised users or participants; |
| (d) |
the surveillance procedures, which have been established to ensure the compliance by authorised users or participants with the proposed rules of the self-regulatory organisation and the requirements of the Act and the resources of the applicant available to perform this function; |
| (e) |
procedures to be followed to effectively discipline authorised users or participants of the applicant who fail to comply with the rules of the self regulatory organisation or the requirements of the Act; |
| (f) |
security procedures to ensure the integrity of the systems for recording transactions and the maintenance of records, the capacity of these systems in relation to the budgeted number of transactions and the back-up resources available in the event of a systems failure; |
| (g) |
reports and publications to be made available to the investing public, with the inclusion of price sensitive information, and' the manner in which such information will be disseminated; |
| (h) |
the clearing and settlement of transactions effected through the applicant and the management of trade and Settlement risk |
| (i) |
the corporate governance principles that will be implemented; |
| (j) |
details of the persons who have or will provide corporate finance advice or similar services to the applicant, if applicable; |
| (k) |
whether any unregulated business will be carried on-by the applicant; and |
| (l) |
whether or not it is intended to list the securities of the applicant. |
| (6) |
Details of compensation funds of self-regulatory organisations |
| (a) |
Details of insurance or other warranty, such as a compensation or guarantee fund, to provide compensation to clients of authorised users or participants of the self-regulatory organisations. |
| (b) |
In respect of compensation funds, a copy of the pro forma policy document, the manner of funding, and the rules of the fund (where applicable). |
| (7) |
A report from the auditor of the applicant to the effect that adequate systems and procedures are in operation relating to risk reduction, particularly by means of processing, physical, logical security, backup and contingency controls. |
| (8) |
The applicant must supply any other information, which the Registrar may reasonably require. |
Additional information, which must be contained in an application for an exchange licence
| (1) |
A copy of the proposed rules of the applicant, approved by the controlling body of the applicant. |
| (2) |
A copy of the proposed listing requirements of the applicant, approved by the controlling body of the applicant. |
| (3) |
The name of a licensed clearing house or clearing house to be licensed appointed by the exchange to provide clearing house services to the exchange. |
| (4) |
Details pertaining to the settlement and custody and administration services to be provided to the exchange. |
| (5) |
Details pertaining to the trading method or facility by means of which the business of the exchange will be carried on. |
| (6) |
The range of securities proposed to be listed on the exchange. The range of investors, both local and foreign, expected to invest through the exchange. |
| (7) |
The benefits to such investors of investing through the exchange. |
| (8) |
The extent and manner of publication of prices of listed securities. |
Additional information, which must be contained in an application for a central securities depository licence
| (1) |
A copy of the proposed rules of the applicant, approved by the controlling body of the applicant. |
| (2) |
Details pertaining to the method or facility by means of which the business of the central securities depository will be carried on. |
| (3) |
An auditor’s report confirming that the applicant has adequate systems, procedures and policies in place to protect the information, data, records documents relating to securities accounts and the affairs of clients against any unauthorised access, alteration, destruction or dissemination. |
| (4) |
An auditor’s report confirming that the applicant has appropriate information technology in place to effectively handle electronic trading, lending and communication including— |
| (a) |
a secure electronic messaging system; |
| (b) |
interface specifications; |
| (c) |
formally completed documentation, including a business continuity plan, a disaster recovery plan, as well as the necessary service level agreements with third parties before the central securities depository related operations commence; |
| (d) |
adequate disaster recovery hardware and related facilities located off-site. |
| (5) |
The range and type of custodial services proposed. |
| (6) |
The benefits to investors of using the custodial services of the central securities depository. |
| (7) |
The frequency and format of custodial balance statements to participants. |
Additional information, which must be contained in an application for a clearing house licence
Particulars of the applicant‘s proposed appointment by an exchange, which shall include at least the following:
| (1) |
Name of the exchange. |
| (2) |
Letter of proposed engagement by an exchange. |
Older Persons Act, 2006
