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Grant of approval.
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9.—(1) Subject to the provisions of this section, the Bank may grant or refuse to grant to any person applying to it under this section an approval to operate as an approved stock exchange.
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(2) The grant of an approval under subsection (1) of this section may be given unconditionally or may be given subject to such conditions or requirements or both as the Bank considers fit.
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(3) Whenever the Bank refuses to approve of a proposed stock exchange under this section, it shall serve notice on the proposed stock exchange, and on the Minister, of its refusal to grant approval and state the reasons therefor.
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(4) An application for approval under subsection (1) of this section shall be in such form and contain such particulars as the Bank shall specify from time to time and, without prejudice to the generality of the aforesaid, shall include a copy of the memorandum of association and articles of association of the proposed stock exchange and a copy of the rules under which the applicant proposes to conduct its business.
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(5) A proposed stock exchange shall not be approved of by the Bank unless—
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(a) it is a company incorporated under the Companies Acts,
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(b) it satisfies the Bank that the memorandum of association and articles of association and the rules of the proposed stock exchange contain sufficient provisions so as to enable it to operate in accordance with this Act and in accordance with any conditions or requirements, or both, as the Bank may impose,
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(c) it has the minimum level of capital, which shall be specified by the Bank under this section,
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(d) it satisfies the Bank as to the probity and competence of each of its directors and managers,
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(e) it satisfies the Bank as to the suitability of each of its qualifying shareholders,
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(f) its registered office and its head office are in the State, and
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(g) its rules provide that—
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(i) where there has been an inquiry into any disciplinary matter, at the conclusion of the inquiry, a written report of that inquiry shall be made by or on behalf of that stock exchange, and
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(ii) the stock exchange shall send a copy of a report of an inquiry into any disciplinary matter to the Minister and the Minister for Enterprise and Employment, where the Minister, with the consent of the Minister for Enterprise and Employment, so requests.
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(6) The Bank shall specify, from time to time, the level of capital to be maintained by an approved stock exchange.
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(7) A proposed stock exchange shall not be granted approval under this section unless its memorandum of association, articles of association or its rules provide that the Board of Directors of that stock exchange is broadly based and is so composed so as to secure a balance between the interests of the different member firms and users of the stock exchange services, and the public interest.
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(8) In the interests of the common good, and to promote the protection of investors and the maintenance of proper standards of conduct and practice, the requirements of subsection (7) of this section shall not be satisfied unless—
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(a) the Bank is satisfied that the Board of a stock exchange includes a number of persons, independent of the operation or management of that stock exchange and independent of its member firms, for the purpose of facilitating the promotion of the protection of investors and the maintenance of proper standards of conduct and practice;
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(b) the chairperson of the Board of the stock exchange is a person independent of the operation or management of that stock exchange and independent of its member firms; and
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(c) the rules or memorandum of association or articles of association of the stock exchange provide either or both of the following, namely that—
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(i) the Board of that stock exchange can consider disciplinary matters involving, and complaints against, member firms, whether at the request of the member firm concerned or of the management of the stock exchange or of the complainant or otherwise,
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(ii) if the rules provide that such disciplinary matters or complaints can be considered by a number of members of the Board, the rules provide that in such cases the Board members shall include at least one member of the Board who is independent of the management and operation of that stock exchange and independent of its member firms.
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(9) The Bank may impose a requirement on a proposed stock exchange or an approved stock exchange to organise its business or corporate structure, or the control of any associated or related undertaking not supervised by the Bank, such that the stock exchange concerned and, where appropriate and practicable, the business of any associated undertaking or related undertaking either collectively or individually is capable of being supervised to the satisfaction of the Bank under this Act.
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(10) The Bank may, at any time prior to the grant or refusal of approval, request further information from a proposed stock exchange or may instruct an authorised officer to make such inquiries or carry out such investigation as may be necessary for the purpose of evaluating an application under this section and such inquiries or investigations shall be carried out in accordance with this Act.
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(11) Any appointment to the Board of Directors of an approved stock exchange or to the post of manager, chief executive or post equivalent thereto on, or after, the granting of an approval under this section shall be subject to the prior approval in writing of the F Bank, which said approval shall not be given unless the approved stock exchange satisfies the Bank as to the probity and competence of the proposed appointee.
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(12) Any proposed amendment or addition to the said memorandum of association or articles of association or rules of an approved stock exchange shall be made only with the prior consent in writing of the Bank, and the Bank may approve of, or refuse to approve of, such amendment or addition.
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(13) An approved stock exchange shall establish and maintain procedures to investigate complaints against itself and its member firms.
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(14) A proposed stock exchange shall be informed—
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(a) within six months of the date of receipt of the application for approval or within six months of entry into force of this section, whichever is the later, whether or not the approval has been granted, or
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(b) where additional information in relation to the application for approval has been sought by the Bank, within a period of six months after the receipt by the Bank of the additional information, or the period of twelve months after the receipt of the application for approval, whichever is the sooner.
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(15) It shall be an offence for a proposed stock exchange to apply for approval under this section knowingly or recklessly using false or misleading information or by knowingly or recklessly making false or misleading statements.
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(16) (a) Subject to paragraph (b) of this subsection, the Minister may lay before each House of the Oireachtas a copy of a report into any disciplinary matter prepared by or on behalf of an approved stock exchange.
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(b) The Minister shall not lay a report referred to in paragraph (a) of this subsection before each House of the Oireachtas unless he and the Minister for Enterprise and Employment think it proper to do so having due regard to the exigencies of the common good and the rights of any person referred to in that report.
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(c) A report laid before each House of the Oireachtas under paragraph (a) of this subsection shall be privileged but the conferring of privilege on that report shall not affect the rights, duties or liabilities of any person concerned with the preparation or publication by or on behalf of an approved stock exchange of that report.
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