SCA Regulations: Market Oversight & Compliance

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Questions and Answers

What is the frequency with which the board reports on market activities to the Cabinet of Ministers?

  • Six-monthly (correct)
  • Quarterly
  • Upon request
  • Annually

Who appoints the chief executive and their deputy at the SCA?

  • The board of the SCA
  • The Cabinet of Ministers
  • A federal decree upon the proposal of the board (correct)
  • The Minister of Finance

Which of the following is NOT a specified source of income for the SCA?

  • Fees levied on trading
  • Listing fees on companies in the markets
  • Revenue from government bonds (correct)
  • Annual funds from the federal government

According to the regulations, what is the protocol for securities price information?

<p>Prices must be displayed in accordance with the market's regulations. (B)</p> Signup and view all the answers

What is the role of the chief executive in the context of the SCA's financial affairs?

<p>Preparing the annual budget (B)</p> Signup and view all the answers

Who is responsible for appointing the SCA's auditors?

<p>The board of the SCA (B)</p> Signup and view all the answers

What condition must be met to temporarily suspend trading in the market?

<p>A majority of the members of the market's board must be present. (D)</p> Signup and view all the answers

What is required for the transfer of ownership of securities?

<p>It has to be in accordance with the market’s regulations. (D)</p> Signup and view all the answers

What must the SCA do to monitor and reflect its financial position?

<p>Keep regular books of account according to the State's accounting rules (B)</p> Signup and view all the answers

If a company executes transactions in listed securities outside the official market without reporting them, what is the consequence?

<p>The transactions are considered null and void. (B)</p> Signup and view all the answers

Which of the following actions is the SCA empowered to take to support its objectives?

<p>Undertake any acts that assist the board in achieving its objectives (D)</p> Signup and view all the answers

What is the SCA required to ensure regarding companies listed on the markets?

<p>The companies adhere to rules related to substantial developments. (C)</p> Signup and view all the answers

What is the first level of sanction that the SCA board can impose on a market that fails to pay amounts due to the SCA?

<p>Warning (D)</p> Signup and view all the answers

According to Federal Law No. 4, what is the issuer of securities required to do regarding the transfer of ownership?

<p>Carry out its part of the procedures for transfer of ownership without delay. (D)</p> Signup and view all the answers

Under what circumstances can the market's board decide to suspend trading?

<p>In exceptional circumstances or when circumstances arise that threaten the proper and regular working of the market. (D)</p> Signup and view all the answers

What is one of the sources of income for the markets?

<p>Fees levied on trading and for the services rendered by the market. (D)</p> Signup and view all the answers

Which of the following is NOT a specified responsibility of the market's board of directors?

<p>Determining the legal framework governing securities and commodities trading. (C)</p> Signup and view all the answers

The market's internal regulations must specify which of the following?

<p>The procedure for calling board meetings and determining quorums. (C)</p> Signup and view all the answers

What is the role of the market's board of directors in relation to licensed brokers?

<p>Recommending the removal of brokers from the register to the SCA and levying penalties. (D)</p> Signup and view all the answers

Which of the following best describes the board's role in ensuring transparency and disclosure?

<p>Presenting reports to the SCA and issuing necessary press releases. (C)</p> Signup and view all the answers

The board of directors has the power to establish specialist technical organs. Which of the following is NOT an example of such an organ?

<p>Public relations and marketing. (B)</p> Signup and view all the answers

What is the board's responsibility regarding fees charged in implementing the law and related regulations?

<p>Consulting with the SCA in respect to the fees charged. (A)</p> Signup and view all the answers

A new technology emerges that could significantly improve trading efficiency. Which action aligns with the board's powers?

<p>Establish a research group to study and assess the technology's potential impact. (B)</p> Signup and view all the answers

The board of directors can delegate some of its powers to...

<p>The market's director general or their deputy. (D)</p> Signup and view all the answers

What recourse does a shareholder have if they suspect a transaction with a related party is unfair and harms the company?

<p>File a lawsuit to compel information, and if proven unfair, the court can cancel the transaction and order restitution and compensation. (D)</p> Signup and view all the answers

According to the content, what is the primary obligation of CISI members beyond legal and regulatory compliance?

<p>To act with integrity and support the underlying purpose and values of the Institute. (D)</p> Signup and view all the answers

A CISI member encounters a situation where the legal course of action may not align with the ethical principles of the Institute. What should they do?

<p>Seek guidance from the CISI to determine the most ethical course of action. (B)</p> Signup and view all the answers

Which statement best describes the CISI's expectation of its members' conduct?

<p>Members must comply with regulations and strive to uphold the Institute's values, even when not legally required. (B)</p> Signup and view all the answers

In a situation where a related party transaction is suspected to be unfair, what is the initial legal step that a shareholder can take to investigate the transaction?

<p>File a lawsuit to compel the parties to provide all information and documents related to the transaction. (B)</p> Signup and view all the answers

What is the potential outcome if a court determines that a related party transaction is unfair and detrimental to other shareholders?

<p>The court can cancel the transaction and require the related party to return any profits gained and provide compensation for damages. (A)</p> Signup and view all the answers

A financial advisor, who is a CISI member, discovers a legal loophole that would greatly benefit their client but could potentially harm the market's integrity. Following the CISI's code, what is their MOST appropriate course of action?

<p>Carefully consider both the legal and ethical implications, seeking to balance the client's interests with the broader integrity of the market. (C)</p> Signup and view all the answers

A CISI member is faced with a decision where there are conflicting duties to different stakeholders. According to the information, what is the initial step the professional should take?

<p>Determine the correct course of action, recognizing that it may not be immediately obvious. (C)</p> Signup and view all the answers

According to the Corporate Governance Guide, which of the following scenarios requires approval from the general assembly for a related party transaction?

<p>The transaction's value exceeds 5% of the company's capital. (C)</p> Signup and view all the answers

A company is considering a transaction with a board member's spouse, who owns less than 30% of another company. The transaction's value is 4% of the company's capital. Which approval is needed based on the Corporate Governance Guide?

<p>Approval from the board of directors is required. (A)</p> Signup and view all the answers

If a related party transaction, initially approved by the board, undergoes a significant change in terms after approval, what is the next required action?

<p>Another approval must be obtained from the board or the general assembly. (A)</p> Signup and view all the answers

In which scenario is an evaluation by an assessor accredited by the SCA required for a related party transaction?

<p>When the transaction exceeds 5% of the issued capital and undergoes a significant change after initial approval. (D)</p> Signup and view all the answers

A board member owns 40% of Company A. Company A enters into a transaction with the board member's company. The transaction is worth 6% of the company's capital. Who is prohibited from voting on this transaction?

<p>The related party who has an interest in the transaction. (D)</p> Signup and view all the answers

Under what circumstances might a related party transaction lead to liability for damages to the company?

<p>When the transaction is concluded in contravention of regulatory requirements and involves a conflict of interests that harms shareholders. (D)</p> Signup and view all the answers

Which situation would be least likely to be considered a related party transaction requiring specific scrutiny under corporate governance guidelines?

<p>A standard sales transaction with a customer who happens to be the sibling of a board member, with no preferential terms offered. (B)</p> Signup and view all the answers

A company enters into a transaction with a supplier. One of the board members is also a non-executive director of the supplier but holds less than 30% of its capital. The transaction's value is 3% of the company's capital, and terms are consistent with market rates. What approvals, if any, are required?

<p>Approval from the board of directors is required, and the interested director must abstain from voting. (D)</p> Signup and view all the answers

Why is the separation of duties between data entry and posting crucial for maintaining the integrity of a back-office system?

<p>It ensures that no single individual can manipulate financial records without oversight, reducing the risk of fraud or errors. (D)</p> Signup and view all the answers

What is the primary purpose of setting the server device's time according to the local time zone?

<p>To facilitate accurate time-stamping of transactions for auditing and reporting purposes. (B)</p> Signup and view all the answers

Why is it important to maintain both daily incremental and monthly full backups of the back-office system?

<p>To ensure quick recovery from data loss or system failures, with full backups providing a complete restoration point. (A)</p> Signup and view all the answers

What is the significance of using a non-adjustable, auto-generated serial number when registering entries?

<p>It ensures the uniqueness and immutability of each entry, creating an audit trail and preventing fraudulent modifications. (A)</p> Signup and view all the answers

Why is it crucial for a back-office system to print reports that track modifications to date or time entries, indicating the automatic date and time of those entries?

<p>To maintain transparency and accountability by highlighting any alterations to original records, enabling auditors to investigate potential irregularities. (B)</p> Signup and view all the answers

What is the key benefit of a back-office system's ability to upload transaction data from the markets in real-time to the accounting system?

<p>It allows for real-time control of client cash and paper balances, facilitating timely settlement by linking the accounting system to the client's order management system (OMS). (C)</p> Signup and view all the answers

What is the significance of posting entries at the end of the day and preventing amendments after posting?

<p>It creates a definitive point of closure for each day's transactions, ensuring the integrity of the accounting records and preventing retroactive changes. (A)</p> Signup and view all the answers

What is the importance of maintaining an updated copy of the User Manual for the accounting system and providing continuous technical support?

<p>To ensure users can effectively operate the system and resolve technical issues promptly, minimizing downtime and errors. (C)</p> Signup and view all the answers

Flashcards

Disclosure Rules

Market disclosure rules ensure substantial developments in listed companies are adequately revealed and followed.

Transparency & Disclosure

Transparency and disclosure as prescribed in the Law and the resolutions implementing it.

SCA Resolutions

The SCA issues resolutions for market membership and securities trading.

Board Reporting Frequency

The board reports on market activities to the Cabinet of Ministers every six months.

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Budget Preparation

The chief executive prepares the annual budget, which is then approved by the board.

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Fiscal Year

The fiscal year runs from January 1st to December 31st each year.

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SCA Income Sources

Income from government funds, listing/trading fees, and fines.

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Accounting Requirements

Maintaining books of account according to the accounting rules and regulations of the State.

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Market Fees

Fees charged for trading and market services.

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Market Fines

Fines imposed on brokers or listed companies.

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Transaction Recording

Markets must record all transactions of listed securities. Off-market trades must be reported.

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Invalid Transactions

Outside trades of listed securities that aren't reported are invalid

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Securities Price Display

Prices must be displayed according to market regulations.

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Ownership Transfer Rules

Ownership transfer, registration, and custody agreements must follow market regulations; issuers must facilitate transfers.

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Trading Suspension

The market board can temporarily halt trading in exceptional cases or to protect market integrity.

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SCA Sanctions

The SCA can sanction a market for failing to pay dues, starting with a warning.

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Market's Board of Directors

Oversees market affairs and ensures objectives are met.

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Market Internal Regulations

Specifies meeting procedures, quorums, and member remuneration.

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Board's Power: Appoint Director

Appoint the market's director general and set powers.

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Board's Responsibility: Fair Trading

Monitor securities and commodities trading for fairness.

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Board's Duty: Transparency

Present reports to the SCA and issue press releases.

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Board's Role: Approve Finances

Approve the market's annual financial statements.

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Board's Task: Handle Applications

Handle broker applications and security listings.

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Board's Aim: Develop Trained Cadres

To develop skilled staff using modern methods.

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Related Party (Definition)

Chairman, board members, senior management, employees, and entities where they hold 30%+ capital.

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Related Party Transactions

Deals between a company and its related parties.

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Approval Thresholds

Board consent needed if under 5% of company capital; general assembly approval if 5% or more.

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Transactions > 5% Capital

An accredited assessor evaluates the transaction.

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Related Party Voting Restriction

They cannot vote on the transaction's terms.

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Significant Change to Terms

Requires new approval from the board or general assembly, depending on original approval level.

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Transactions exceeding 5% Capital

The deal must be re-evaluated by an accredited accessor.

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Consequences of Non-Compliance

Liability for damages to the company and shareholders may occur.

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Lawsuit for Transaction Information

Legal action to access information about related party transactions.

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Transaction Cancellation

If a transaction is unfair, a court can reverse it.

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Profit Rendition

Returning profits gained from unfair related-party transactions.

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Codes of Conduct

A set of principles guiding ethical behavior in the securities industry.

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CISI Code of Conduct

The CISI's ethical guidelines for members.

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Compliance

Professionals must follow laws and regulations openly.

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Integrity

Acting with honesty and strong moral principles.

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Stakeholder Impact

Professionals should consider stakeholders impacted by their actions.

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Segregation of Duties

Separate tasks of entering and posting transactions.

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Server Time Synchronization

Set server time to local time.

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Data Backup Frequency

Daily incremental, monthly full, store offsite for 10+ years.

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Auto-Generated Serial Numbers

Non-adjustable, date and time recorded, modifications logged.

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Audit Trail Reports

Reports showing modified date/time entries.

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Client Securities Statement

Balances for each client’s securities.

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Client Account Statement

All transactions (buy, sell etc.) impacting the account.

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Posting Entries Daily

Prevents modification after day's end.

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Study Notes

Chapter 1: The Regulatory Infrastructure

Introduction

  • Outlines regulatory infrastructure set up by Federal Law No.4, creating the Securities & Commodities Authority (SCA).
  • Covers SCA's functions, powers, requirements for membership, and licensing of securities/commodities markets in UAE.
  • Covers corporate governance and CISI's Code of Conduct, with considerations about license categories to firms by the SCA.

Federal Law No. 4 of 2000

  • SCA was established by Federal Law No. 4 of 2000.
  • It was incorporated as a public authority in Abu Dhabi, the UAE's capital, and reports to the Cabinet of Ministers.
  • SCA operates as a separate legal entity, with financial and administrative independence.
  • SCA's purpose is to provide investment opportunities in securities/commodities, ensure national economic interests, secure integrity/accuracy of transactions, ensure supply/demand pricing, protect investors, develop awareness, and ensure stability.
  • SCA cannot engage in commercial activities and is restricted from having private interests or owning/issuing securities.
  • SCA has the power to propose regulations, license/monitor markets, accept/cancel listings and maintain contact with international markets.

Organs of the SCA and their Competencies

  • SCA is managed by a board of directors, based on a resolution from the Cabinet of Ministers.
  • Board member terms, excluding the chief executive, are 4 years and renewable once.
  • Board member can only declare securities owned after joining the SCA.
  • The board should convene at least four times annually, with meetings deemed valid if a majority of members attend.
  • Resolutions are determined by majority vote but the chairman has a deciding vote.
  • The Board of Directors ensures adherence to regulations, collects notifications/complaints, ensures submission of balance sheets, enforces disclosure rules, ensures transparency, and undertakes acts to achieve SCA objectives.
  • The board provides bi-annual reports on market activities to the Cabinet of Ministers.
  • The SCA is supported by a chief executive, with the rank of undersecretary, and a deputy.

SCA's Financial Affairs

  • The chief executive prepares the annual budget, approved by the SCA board.
  • Fiscal year runs from January to December.
  • SCA's income sources are annual federal funds and generated income which accrues under the regulations from fees/fines.
  • SCA must maintain regular, compliant account books for all its operations/financials.
  • SCA has one or more auditors from its list of auditors entered for auditing practice.

The Markets

  • Federal Law No. 4 of 2000 enabled the establishment of securities/commodities trading markets in the UAE.
  • Each market must be a licensed local public establishment or joint-stock company.
  • Markets are required to be linked reciprocally and electronically at the State level.
  • Markets are administered by a board of directors, following regulatory competence.
  • Board members of a joint-stock company or financial broker cannot be on a market's board, they must step down from dishonesty, bankruptcy or un-excused absences.
  • The market's chairman, board members, manager/deputy must declare owned securities and any broker holdings.
  • The market's board is responsible for appointing managers, establishing structure, monitoring trading, and presenting data/reports to the SCA.
  • Like the SCA, the markets are financed from listing fees, trading fees, and fines.

Clearing, Settlement, Transfer of Ownership and Cu

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