Securities and Exchange Policy Board (Conduct of Business) Regulations, 2000
12th December, 2000
In exercise of the powers conferred by section 40 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997), the Securities and Exchange Policy Board, on the recommendation of the Securities and Exchange Commission Pakistan and in consultation with the Federal Government, hereby makes the following Regulations the same having been published previously as required by the said section, namely:–
1. Short title and commencement.— (1) These Regulations may be called the Securities and Exchange Policy Board (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;
(c) ‘Chairman’ means the Chairman of the Board;
(d) ‘Commission’ means the Securities and Exchange Commission of Pakistan;
(e) ‘Member’ means a member of the Board; and
(f) ‘section‘ means a section of the Act.
3. Procedure and conduct of business of the Board.— (1) The Board may meet at such times and places, for conduct of its business, as it may think fit;
Provided that in the absence of a decision of the Board to the contrary, the Chairman shall decide the time and place for the meetings of the Board.
(2) The Chairman shall, on the requisition of not less than three Members, proceed to call a meeting of the Board within seven 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 shall also call a meeting of the Board on the request of the Commission forthwith or within a reasonable period depending upon the urgency of the proposed business of the meeting to be called.
(5) At least seven clear days’ notice shall be given to all the Members, for a meeting of the Board and such notice shall set forth the purpose or purposes for calling the meeting:
Provided that, in the case of urgency, Chairman may call a meeting at such shorter notice and with such arrangements as he may deem fit.
(6) The Chairman shall preside as Chairman at a meeting of the Board, but if at any meeting he is not present, the Members present shall choose one of their members to be the Chairman;
(7) In the case of difference of option among the Members, the opinion of the majority of the Members present at the meeting shall prevail and orders of the Board shall be expressed in terms of the views of the majority. Any Member dissenting from the majority view may record his reasons separately. If the Members are evenly divided in their opinions, the Chairman, shall have a second or casting vote.
(8) A fair and accurate summary of the minutes of all proceedings of the meeting of the Board, alongwith the name 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 Board shall be circulated for confirmation, to all the Members within seven days of the conclusion of the proceedings.
(11) The minutes of the meeting as finalized after taking into account the observations of the members, if any shall be placed before the next meeting of the Board for confirmation.
(12) The proceedings of each meeting of the Board shall be signed and dated by the chairman, or in his absence, by the Member 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 the Board meeting shall be circulated to the Commission and others concerned for necessary action.
(14) The Chairman may, on a proposal in writing by the Chairman of the Commission with full justification, authorize an emergent matter to be disposed of through a resolution by circulation, instead of at a meeting of the Board;
Provided that the resolution by Circulation shall be signed by all the Members and, in case of absence from Pakistan of any of the Members, by at least five Members.
(15) Subject to the provisions of subsection (4) of section 15 of the Act, and any other persons invited to attend a meeting of the Board shall be entitled to travel air in executive class and reimbursement of actual expenses including travelling. boarding and lodging expenses and the Members other than ex-officio Members shall also be entitled to compensation for performing extra services, as determined by the Board from time to time.
4. Committees of the Board.— (1) The Board may constitute committees consisting of its Members and may coopt other persons on the committee where considered necessary.
(2) The Board may, subject to the provisions of the Act, delegate any of its powers to a committee as it thinks fit and any committee so formed shall, in exercise of the powers so delegated, conform to the terms of reference that may be given to it by the Board.
(3) The Board may appoint a Member as convener of the committee who will chair its meetings.
(4) The committee may meet and adjourn as it thinks proper.
(5) Questions arising at any meeting of the committee shall be determined by a majority of votes of its members present, and in case of an equality of votes, the convener of the Committee shall have a second or casting vote.
(6) Subject to the provisions of subsection (4) of section 15 of the Act members and any other persons invited to attend a meeting of a committee shall be entitled to travel by air in executive class and reimbursement of actual expenses including travelling, boarding and lodging expenses, and the Members other than ex-officio Members shall be entitled to compensation for performing extra services as the Board may, from time to time, determine.
5. Authentication of the decisions of the Board.-(1) All orders and decisions of the Board shall be authenticated by the signatures of the Chairman or any other Member authorized in this behalf by the Chairman and bear the official seal of the Board.
(2) All orders and decisions of the Board shall be communicated under the signatures of a person authorized by the Board in this behalf.
(3) Such of the orders and decisions of the Board and guidelines given by it, as are deemed fit for publication in any authoritative report or the official Gazette, may be released for such publication on such terms and conditions as the Chairman may specify.
6. Submission of references, letters, etc.-All references, letters, replies, documents or papers required to be submitted to the Board shall be written, typed, or printed neatly and legibly on one side of the paper, in double space, annexing thereto the copies of the documents in support of the material contained therein.
7. Power of the Board to require submission of additional information.-The Board may all for such additional information as it considers necessary in connection with any matter relating to its functions and powers under the Act.
8. Assistance to the Board.-The Board may, in consultation with the Commission, at any time avail the assistance of other institutions, consultants, experts, accountants, surveyors or such other technical and professional persons as it may consider necessary and ask them to submit report to it. The institutions and other persons so engaged, shall be entitled to compensation for providing assistance, as the Board may, from time to time. determine.