The Council

2.01 The Council, established under Section 4 of the Act, is the supreme authority at the Exchange, it shall issue policies, guidelines and directions to the management in accordance with the provisions of the Act, Statute and these Bye-laws.

General Manager

2.02 The General Manager, appointed under Article 5 Subsection(vii) of the Statute shall be responsible for the day-to-day management of the Exchange as prescribed in the same Subsection. He shall be directly responsible to the Council, but the Council shall have power to delegate to the Chairman or Deputy Chairman authority to receive reports from and give orders to the General Manager regarding the day-to-day management of the Exchange.

2.03 Without prejudice to the generality of the preceding paragraph, the General Manager shall be specifically responsible for ensuring the effective performance of the following functions :

(i) the surveillance of the financial situation of stockbroking firms and the maintenance of members' security/indemnity;

(ii) the observance of the listing requirements as well as the continuing listing requirements of listed companies;

(iii) the settlement of bargains effected in listed securities by members and accredited representatives;

(iv) the administration and conduct of trading on the Exchange Floor and settlement of any dispute between members relating thereto;

(v) the administration of the Central Securities Depository;

(vi) the distribution of benefits to holders of securities;

(vii) the performance of secretarial functions and provision of administrative support to the Council;

(vii) the maintenance of proper books of accounts, preparation of quarterly reports to the Council, budgets, financial supervision of the affairs of the Exchange and the preparation of statutory accounts;

(ix) the publication of all material specified by the Council relating to trading and listed securities;

(x) the recruitment, training and supervision of all Exchange employees and others engaged by the Exchange;

(xi) the responsibility for sales of services to non-members; and

(xii) the distribution of company announcements, Council Notices and such other documents as are specified by the Council to the members.

Salaries and other Administrative Expenses

2.04 The Council is empowered to determine the salaries of the General Manager and other officers of the Exchange, and pay any expenses necessary for the smooth and efficient running of the Exchange.

Bye-laws

2.05 Proposed new Bye-laws or revisions to existing Bye-laws shall be circulated in draft to all Council members for comment at least one calendar month or such shorter notice as the Council may from time to time determine, prior to the Council meeting at which they are to be considered for formal adoption or otherwise.

Council Notices

2.06 The Council may from time to time issue instructions by way of Council Notices which shall be binding on members. Such notices shall be conveyed in writing to members an posted on the Notice Board of the Exchange.

Publications

2.07 The Council shall cause to be issued the following publications which shall be distributed to all members and to all listed companies :

(i) an updated version of the Bye-laws from time to time;

(ii) an Official List at least weekly;

(iii) an annual report containing the Chairman's report and audited accounts for the previous financial year.

2.08 The Chairman jointly with another Council member may exercise the power to issue instructions to meet situations which require urgent action to stop malpractice, to protect investors or to safeguard the financial integrity of the Exchange. Such instructions shall be reported to the Council within three working days.

2.09 In exercise of the powers conferred on it by the Act, the Council may impose such fees, commissions and charges as it may deem fit. These shall be issued by means of Council Notices and may be amended from time to time.

Appointment of Auditors

2.10 The Council, with the approval of the Minister, shall appoint an auditor to hold office on commencement of operations of the Exchange until the holding of the Special Meeting convened in terms of Article 6 Subsection (iv) of the Statute.

2.11 If, for any reason, an auditor is not appointed by the Special Meeting in accordance with Article 7 Subsection (vi) of the Statute, the preceding auditor continues in office until his successor is appointed by the Minister, on the recommendation of the Governor of the Central Bank.

Audit of Accounts

2.12 The Auditor shall have access at all time to the books, accounts, and all vouchers of the Exchange or of any of its members and all information and explanations relating thereto for the purposes of his audit.

2.13 The Council may also appoint an auditor to inspect any accounts, information and explanations thereto of a stockbroking firm. Any accounts, information and explanations thereto should be made available to the said Auditor.



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