Securities Services Act, 2004 (Act No. 36 of 2004)Chapter VIII : Market AbuseAdministration of this Chapter83. Composition and functions of directorate |
(1)
| (a) | The Insider Trading Directorate established by section 12 of the Insider Trading Act continues to exist, despite the repeal of that Act by section 117. |
| (b) | As from the commencement of this Act the Insider Trading Directorate referred to in paragraph (a) is known as the Directorate of Market Abuse and a reference to the Insider Trading Directorate in any law must, unless clearly inappropriate, be construed as a reference to the Directorate of Market Abuse. |
| (c) | The directorate exercises the powers of the board — |
| (i) | to institute any civil proceedings as contemplated in this Chapter; |
| (ii) | to investigate any matter relating to an offence referred to in section 82(2)(a); and |
| (iii) | contemplated in section 82(2)(d), (e) and (f), in the name of the board. |
| (d) | The directorate is not intended to act as an administrative body when exercising its powers referred to in paragraph (c). |
| (e) | The directorate must— |
| (i) | report quarterly to the board and the Minister on its activities in terms of this Chapter; and |
| (ii) | furnish the board and the Minister, at their request, with copies of such documents and records of proceedings of the directorate, as the board or the Minister may direct. |
| (2) |
| (a) | The directorate consists of the chairperson and the other members and alternate members appointed by the Minister. |
| (b) | A member and alternate member hold office for such period, not exceeding three years, as the Minister may determine at the time of his or her appointment and is eligible for reappointment upon the expiry of his or her term of office: Provided that if on the expiry of the term of office of a member reappointment is not made or a new member is not appointed, the former member must remain in office for a further period of not more than six months. |
| (c) | The Minister may remove the chairperson from his or her office or terminate the membership of any other member on good cause shown and after having given the chairperson or member, as the case may be, sufficient opportunity to show why he or she should not be removed or why his or her membership should not be terminated. |
| (3) | The Minister must appoint as members of the directorate— |
| (a) | the executive officer of the board or his or her deputy, or both; |
| (b) | one person and an alternate from each of the regulated markets in the Republic; |
| (c) | one commercial lawyer of appropriate experience and an alternate; |
| (d) | one accountant of appropriate experience and an alternate; |
| (e) | one person of appropriate experience and an alternate from the insurance industry; |
| (f) | one person of appropriate experience and an alternate from the banking industry; |
| (g) | one person of appropriate experience and an alternate from the fund management industry; |
| (h) | one person of appropriate experience and an alternate nominated by the Share Holders’ Association of South Africa or any other similar organisation chosen by the Minister; |
| (i) | one person of appropriate experience and an alternate nominated by the SA Reserve Bank; and |
| (j) | two other persons of appropriate experience and alternates. |
| (4) | The persons referred to in subsection (3) are nominated by reason of their availability and knowledge of financial markets and may not be practising authorized users. |
| (5) | The directorate must designate from its members a deputy chairperson who performs the functions of the chairperson when the office of chairperson is vacant or when the chairperson is unable to perform his or her functions. |
| (6) | The members of the directorate may co-opt one or more persons as additional members of the directorate. |
| (7) | All members of the directorate, other than the additional members, have one vote in respect of matters considered by the directorate, but an alternate member only has a vote in the absence from a meeting of the member whom the alternate is representing. |
| (8) | The meetings of the directorate are held at such times and places as the chairperson may determine, but four members of the directorate may by notice in, writing to the chairperson of the directorate demand that a meeting of the directorate be, held within seven business days of such notice. |
| (9) | The chairperson must determine the procedure of a meeting of the directorate. |
| (10) | The decision of a majority of the members of the directorate constitutes the decision of the directorate. |
| (11) | NO proceedings of the directorate are invalid by reason only of the fact that a vacancy existed on the directorate or that any member was not present during such proceedings or any part thereof. |
| (12) | The directorate is, in the performance of its functions, assisted by an executive director who is appointed by the board after consultation with the directorate and who may attend all meetings of the directorate but may not vote at such meetings. |