Internal By-Law of the Amman Stock Exchange
Issued by virtue of Article (65) and of the Securities Law No  of the year 2002 As amended by the decision of the Board of Commissioners of Jordan Securities Commission No.729/2007 dated 16.12. 2007 no 558/2008 dated 9.10.2008 .no 135/2009 dated 22.2.2009 no 474/2009 dated 21.7.2009 no 462/2013 dated 29.10.2013 no 531/2013 dated 30.12.2013 no 386/2014 dated 23.12.2014
This By- Law shall be called the "Internal By-Law of the Amman Stock Exchange of 2004". It shall enter into effect as of 1/4/2004
A. The following words and terms, whenever they appear in these By-Law: shall have the meanings assigned to them hereunder, unless otherwise indicated by context:
The applicable Securities Law.
The Securities Commission.
The Board of Commissioners of the Commission.
The Stock Exchange
Amman Stock Exchange.
The Board of Directors
The Board of Directors of the Stock Exchange.
The Chief Executive Officer
The Chief Executive Officer of the Stock Exchange.
Any legal person licensed by the Commission to engage in the business of a financial broker or dealer.
Member of the Stock Exchange.
Persons associated with the member
Employees and members of the Board of Directors or the Chief Executive Officers of the member.
Buying or selling securities.
B. Those words and terms which are not defined in these Regulations shall have the meanings assigned to them in the Law, unless otherwise indicated by context.
- The Stock Exchange shall have a Legal Personality, with financial and administrative autonomy. As such, the Stock Exchange may acquire movable and immovable property, perform all legal acts necessary to achieve its objectives including contracts and shall have the right to sue and to be sued and hire an attorney to represent it in judicial procedures.
- Upon approval of the Board, the Stock Exchange may borrow or carry out profit-making activities, provided that any such activity shall not affect adversely
- trading activities at the Stock Exchange.
- The Stock Exchange shall be subject to monitoring, supervision and inspection by the Commission, which may also audit the Stock Exchange's records.
The Stock Exchange shall in particular aim to set the necessary environment to ensure an interplay of supply and demand of traded securities by strengthening the necessary bases for sound, transparent and fair trading.
The Stock Exchange shall assume the necessary responsibilities and authorities to achieve its objectives, including the following :
- Lay out procedures and business methods that guarantee transparent trading and fair procedures for dealers in securities.
- Provide electronic and manual systems, means of connection and communication and equipped halls with the necessary technical tools and devices to trade in securities, and to perform its other activities.
- Monitor trading operations, and coordinate with the Commission on the follow up of such operations.
- Impose disciplinary sanctions upon its members and persons associated therewith for violation of the provisions of the Law and the regulations, instructions and decisions issued pursuant thereto and the provisions of the by-laws and instructions and decisions of the Stock Exchange.
- Lay out the professional Code of Ethics for its members and improve the professional performance of them.
- Establishe standards of training, experience and administrative competence for its members and persons associated therewith.
- Prepare reports and disseminate information on the Stock Exchange's activities.
- Lay out and implement rules relevant to the use of the Stock Exchange utilities, facilities and services.
- Establish cooperative relations with International Stock Exchanges, associations and organizations in the field of securities, and enter into agreements with them. Participate in specialized conferences and seminars.
- Give its opinion on legislations relevant to the work of the Stock Exchange.
- Own, lease and possess any movable and immovable property as well as any rights, including intellectual property rights, which the Stock Exchange deems necessary or appropriate for performing its functions, and to dispose of said property and rights.
- Trading in securities in the Stock Exchange shall take place by trading contracts between members, each on behalf of his / her client or portfolio. Said contracts shall be confirmed in entries in the Stock Exchange records.
- The entry records of the Stock Exchange registers and accounts, whether manual or electronic, as well as any document issued by the Market pursuant thereto, shall constitute prima facie legal evidence of the trade and date stated therein unless proven otherwise.
The membership of the Stock Exchange shall consist of Financial Brokers and Dealers and any other entities designated by the Board.
- The following conditions must be fulfilled for a broker to submit a membership application to the Stock Exchange:
- The broker must have a valid license to practice.
- The broker's management and staff must have the necessary academic qualifications, knowledge and expertise to act as a member in the Stock Exchange.
- The broker must have the needed IT infrastructure to ensure that it carries out trading operations through the Stock Exchange systems in a correct, suitable and uninterrupted manner.
- The broker must have at least two registered persons working for it.
- The conditions referred to in Paragraph (A) of this Article are continuous conditions that must be met throughout the term of membership of the Stock Exchange.
- Notwithstanding the content of Sub-Paragraph (A) (4) of this Article, it is allowed that only one certified person works for a financial broker in case the license given thereto is limited to a dealer.
- A broker that wishes to become a member in the Stock Exchange must submit a written request on the application form that the Stock Exchange has approved for this purpose, to be signed by person(s) authorized to sign on its behalf, and that contains the following information:
- Applicant's name and full address.
- Certification of incorporation and the right to practice.
- Articles and Memorandum of Association of the company.
- Copy of the license granted by the Commission to the company to practice as a broker.
- Names of the Board of Directors of the company or the Chief Executive Officers and names of the senior management and their shares in the company's share capital.
- Names of persons who own 5% or more of the company's share capital.
- Issuers that the company or any of its board members or its executive officers or managers or its registered persons own 5% or more of the securities issued thereby.
- Names of the registered persons working for it.
- Name and address of the company's auditor.
- All licenses granted to the company by the Commission.
- The last annual financial report audited by the company's auditor, if any.
- A pledge of commitment to respect the provisions of the Law, and the regulations, instructions and decisions issued by virtue thereof.
- An admission of approval by the company on the Stock Exchange's provision of information related to the company to any official competent party requesting such information.
- An admission that all information included in the application form is accurate and valid and that no information is omitted from the application form that might affect the Stock Exchange's decision to grant membership.
- The Stock Exchange may seek any additional information from the applicant, which it may deem necessary for its decision to grant membership.
- The Board of Directors shall take its decision to approve or to reject membership within thirty days of the filing of the application form that contains all the necessary information, statements and documentation.
- The Board of Directors shall set a date for the member to start practicing, and it may delegate the Chief Executive Officer to set the said date, once the determined fees are paid.
- If the Board of Directors rejects the application for membership, the rejection shall be justified and the Board of Directors is required to inform the applicant of the reasons for rejection.
The Board of Directors may revoke the membership of any company if it transpires that it had supplied misleading or incorrect information on the membership application form.
- A member is authorized to trade securities through the Stock Exchange and to use its facilities and systems in accordance with the By-laws and the instructions and decisions passed by the Stock Exchange in this respect.
- A member must start to practice within six months of the approval of its membership, otherwise, the Board of Directors shall have the right to terminate its membership.
The General Assembly of the Stock Exchange shall consist of members who have paid their subscription and annual membership fees, whereby each member of the General Assembly shall have one vote in the General Assembly's meetings.
- In its meetings, the General Assembly shall have the competence to examine, discuss and take appropriate decisions on matters related to the Stock Exchange, inter alia:
- Discussion of the Board of Directors' report on the Stock Exchange operations and its future plans.
- Hearing the auditor's report of the Stock Exchange on its balance sheet, final accounts and financial status.
- Discussion and approval of the annual balance sheet, revenue and expenditure accounts and cash flows of the elapsed fiscal year.
- Election of members of the Board of Directors in accordance with this By-Law.
- Any other item placed by the Board of Directors on the agenda of the meeting.
- Any other items proposed by an attending member and approved by the majority of those attending the meeting.
- The General Assembly shall meet in an ordinary meeting at least once a year, not later than the end of March.
- When there is need for examination of specific issues, the General Assembly shall meet in an extra-ordinary meeting, upon convocation from the Board of Directors or upon a written request signed by the majority of its members. The Board of Directors shall convoke the General Assembly to said meeting within three weeks of receiving the request.
- The convocation for and the agenda of a General Assembly meeting shall be sent by registered mail, or delivered by hand against signature, fifteen days prior to the date of the meeting. This shall be announced on the bulletin board in the Stock Exchange's hall.
- An invitation shall be sent to the Commission to send a representative to General Assembly meetings.
- General Assembly meetings shall be presided by the Chairman of the Board of Directors or the Vice-Chairman in the event of his absence.
- A General Assembly meeting shall be lawful if attended by an absolute majority of General Assembly members.
- In the ordinary meeting, if a quorum is not constituted in the first meeting, a second meeting shall be considered lawful regardless of the number of attendees. The second meeting shall be held within fifteen days of the date of the postponed meeting, and the members shall be notified, following the same procedures of notification as those of the first meeting, one week ahead of the date of the meeting.
- In the convocation to hold an extra-ordinary meeting, if a quorum is not constituted in the first meeting, the request shall lapse.
- D. At General Assembly meetings, a member shall be represented by a natural person provided that he / she be:
- The Chairman or any member of the Board of Directors, the Director General, one of the Executive Managers, or the brokerage office manager if the member is a public share holding company or a private share holding company.
- The Chairman or any member of the Chief Executive Officers, the Director General or the brokerage office manager if the member is any other type of company.
- The member shall inform the Stock Exchange of the name of its representative in the general assembly meeting before the date of the meeting.
- Decisions of General Assembly meeting shall be adopted with the absolute majority of those represented at the meeting; and shall be deemed binding to the Board of Directors and to all members of the General Assembly.
- Voting in General Assembly meetings shall be by a show of hands, unless a secret ballot is requested by the absolute majority of those attending the meeting.
- An attendance list of all General Assembly members present at the meeting shall be drafted and signed by each representative.
- The President of the General Assembly shall appoint a minute-writer to place on record the number of attendees, the minutes of the meeting and the decisions taken in it, and shall designate two persons to count and divide votes.
- For the purposes of electing members of the Board of Directors, the General Assembly shall elect a committee one of its members as a Chairman and two other non-nominated members to supervise the polling procedure and announce the results.
A-The Stock Exchange shall be managed by a Board of Directors composed of seven members.
B-. The Board of Directors shall consist of:
(i) Four members representing brokers.
(ii) Three members from the private sector known for their experience in the legal, financial and economic domains. These shall be appointed by the Board.
c- An elected member of the Board of Directors shall nominate a natural person who meets the conditions of representation set forth in this bylaw to be represent him in the Board of Directors during one month since the date of his election or the ending date of his representative's services for any reason and would be considered losing his membership if he does not nominate his representative during this period
d-The term of the Board of Directors shall be for three years and no member can be elected or appointed for more than two consecutive sessions.
e-At its first session, the Board of Directors shall elect a Chairman and a Vice-Chairman from the members appointed by the Board.
f-The Chief Executive Officer shall attend Board of Directors' meetings, and take part in the discussion without the right to vote.
g-The Board of Directors shall appoint a Secretary from among the senior staff of the Stock Exchange.
A member of the Stock Exchange's Board of Directors shall be represented by a natural person who meets the following conditions:
- Meets the required conditions to represent members in the General Assembly meetings.
- Has full legal capacity.
- Is thirty years or more of age.
- Possesses a graduate degree, as a minimum.
- Not to have been convicted of a felony or a misdemeanor that constitutes a breach of honor or trust; not to have been subject to any disciplinary penalty because of a breach of honor or trust; and not to have had his / her services terminated in or his / her relationship interrupted with any post or job because of a breach of honor or trust. The Board shall be entitled to take the procedures it deems appropriate to establish the existence of this condition, and its decision in this respect shall be considered unequivocal.
- The nomination for membership to the Board of Directors shall be in the name of the member.
- Nominations for membership in the Board of Directors shall be open fifteen days prior to the set date for the elections' meeting of the General Assembly and shall close one week prior to it.
- Any member who wishes to be nominated for membership on the Board of Directors shall fill out the nomination form of the Stock Exchange and submit it to the Board of Directors at least seven days prior to the date of the General Assembly meeting, on the condition that the form be signed by an authorized signatory on behalf of the member.
- Any member who has presented and wishes to withdraw its nomination must inform the Chairman of the Board of Directors in writing. The Stock Exchange shall circulate the withdrawal decision except in the case where the withdrawal took place on the date of the meeting.
- The Chairman of the Board of Directors shall circulate to the members the list of nominations, at least three days prior to the date of the General Assembly meeting.
- If the number of nominees for the membership on the Stock Exchange's Board of Directors is less than the number determined in paragraph (b) of Article 17 of this By-Law, nominations for membership shall be open in the General Assembly meeting.
- The General Assembly shall elect members of the Board of Directors stipulated in sub-paragraph (1) of paragraph (b) of Article (17) by secret ballot.
- The election ballot shall be delivered to the voter who will nominate four candidates maximum to represent brokers on the Board of Directors.
- The election ballot mentioned in the above sub-paragraph shall be canceled in case the voter nominates more than four candidates to represent the brokers.
- Candidates getting the highest number of votes shall be deemed as the elected members of the Board of Directors. If more than one candidate get the same number of votes, voting will be repeated for once. In case votes end up as equal once again, a member of the Board of Directors shall be selected through a lot.
- The Board shall adopt the results of elections.
- The Chairman of the Board of Directors shall be the official representative of the Stock Exchange before all parties, and shall be entitled to delegate any of his / her authorities to the Vice-Chairman or a Board member.
- In the case of the absence of the Chairman or vacation of his / her post, the Vice-Chairman of the Board of Directors shall assume the powers of the Chairman.
- The Board of Directors shall hold its meetings at the headquarters of the Stock Exchange, unless the convocation text reads otherwise.
- The Chairman of the Board of Directors shall convoke the Board to convene at least once per month. Upon the written request of three or more Board members, he / she may convoke the Board of Directors for an extraordinary session within one week of such request, provided that the request states the issues to be discussed at the meeting.
- In urgent cases which necessitate holding an immediate session, the Chairman of the Board of Directors can make the convocation orally or by telephone; in such case the meeting shall have to take place within 24 hours at most.
- In cases of necessity that cannot be delayed , the Board of Directors can take some decisions by passing on condition :
- The approval of the Chairman of the Board of Directors to take decisions by passing.
- The decision and necessary documentation shall be delivered to the Board of Directors in advance in one of the adopted means of communications.
- Stating the decisions to the Board of Directors in the first subsequent meeting and written it down in the minutes of the meeting.
- Taking the decision by the absolute majority of the Board of Directors that the chairman or his deputy “ if the chairman is unable to be present” should be one of them . In case of a tie, the Chairman of the Board of Directors or his deputy “ if the chairman is unable to be present shall have a casting vote.
- A quorum of a Board of Directors meeting shall be constituted if five members at least are present, provided that the Chairman, or Vice-Chairman in his / her absence, is one of them.
- Decisions of the Board of Directors shall be taken by absolute majority of those present, and shall be signed by all of them. In case of a tie, the Chairman shall have a casting vote. Each member objecting to any of the Board of Directors' decisions shall place his / her objection in the minutes of the meeting.
- Board of Directors' deliberations shall be summarized up and its decisions recorded in a special register to be signed by all members present and the Secretary.
- The Chairman of the Board of Directors may invite any person who is an expert to attend any meeting of the Board of Directors, without the right to vote.
- The appointed members of the Board of Directors and the representatives of the elected members shall disclose to the Commission and the Stock Exchange their ownership and the ownership of their relatives in any Jordanian securities and partnerships in any financial services company. They also shall disclose any changes within seven days of its occurrence.
- The Chairman, members of the Board of Directors and representatives of any of them shall be committed to constantly pursue the interests of the Stock Exchange, and to abide, in particular, by the following:
- Disclosing any private concern they might have in any topic placed for discussion before the Board of Directors; in such a case the concerned person must leave the meeting and shall not take part in voting on the relevant decision.
- Maintaining the privacy of privileged information relevant to the Stock Exchange, and not transmitting it to any other party.
- Abstaining from the use of any information obtained due to the nature of their work for their own benefit or any other party's benefit.
- The Chairman and members of the Board of Directors shall be liable for any violation of operative legislations enacted by the Board of Directors.
- The liability stipulated in paragraph C of this Article does not include any member who has already objected in writing in the minutes of the meeting that contained a violation to the operative legislations.
Article 22 :
- The services of the representative of any member in the Board of Directors shall terminate, by a decision of the Board of Directors, in any of the following cases:
- If he / she occupies a ministerial post or any official public capacity in any governmental agency.
- If he / she is absent from three successive meetings of the Board of Directors without a justifiable excuse accepted by the Board of Directors, or from five successive meetings for any reason.
- If he / she looses his / her legal capacity or his / her capacity to work.
- If his / her services are terminated by the member..
- If he / she is convicted of a felony or a misdemeanor that constitutes a breach of honor or trust, or is subject to a disciplinary penalty because of a breach of honor or trust.
- If he / she is declared bankrupt.
- If the member, whom he / she represents, losses any conditions of membership.
- The provisions of paragraph (A) of this Article shall apply to the members appointed by the Board, assuming that the decision of the Board of Directors will be subject to the Board approval.
- The membership of the member of the Board of Directors ends by a decision of the Board of Directors in case his representative's services of termination twice during his membership under the provision of sub- paragraph (2) of paragraph (a). of this article
- If the company is suspended from practicing its work for a period not exceeding three months, its membership on the Board of Directors shall be suspended. If the period exceeds three months, the position of the company will be considered vacated
- A company's membership on the Board of Directors shall terminate if it submits its resignation in writing, or if it ceases its operations for any reason.
- In case the member wishes to change its representative on the Board of Directors at any time during the term of its membership, or if the representative of any member dies or his / her services are terminated for any reason before the end of his / her approved membership term, the member shall appoint a substitute representative who fulfills the representation conditions.
- If for any reason the position of any elected member in the Board of Directors is vacated before the term elapses, the Board of Directors shall appoint a substitute in its place, and shall present the substitution to the General Assembly in the first meeting following the vacation occurrence, for approval or for election of a substitute to fill the vacancy. If the position of any member of those appointed by the Board is vacated, a substitute shall be appointed in the same way the initial member was appointed.
- The Chairman and members of the Board of Directors shall continue to perform their duties after their term elapses, for a maximum period of six months, until new members are elected in their place.
The Board of Directors shall have the following functions and competences:
- Managing and developing the Stock Exchange, including inter alia:
- Taking the necessary procedures to follow up on the implementation of the provisions of the Law as well as the regulations, instructions and decisions issued thereby.
- Monitoring Stock Exchange operations to safeguard the interests of operating investors, and to ensure that dealing is conducted on a sound and fair basis.
- Supervising the provision and dissemination of sufficient and timely information and data on trading in securities, and verifying its validity, accuracy and clarity.
- Setting the days and hours of trading on the Stock Exchange, according to convenient circumstances.
- Appointing the auditor of the stock exchange and its remuneration.
- Adopting and supervising the implementation of the estimated budget of the Stock Exchange.
- Preparing the balance sheet and final accounts, and submitting them to the General Assembly.
- Laying out the rules that regulate soliciting the services of experts needed for the proper performance of the Stock Exchange.
- Laying out the general polices for the training of Stock Exchange staff.
- Appointing one or more lawyers for the Stock Exchange.
- Borrowing for the purposes of securing the required funds to manage the Stock Exchange.
- Accepting members in the Stock Exchange.
- Concluding insurance contracts for professional liability for the members of the Board of Directors and Stock Exchange employees, in accordance with operative laws and regulations.
- Any other functions and competences in accordance with the By- Laws and instructions of the Stock Exchange.
- Upon the approval of the Board, establishing the required regulations and instructions for managing Stock Exchange affairs, inter alia:
- Listing and trading in securities.
- Fees, commissions and the allowances charged by the Stock Exchange.
- Information, data and records deemed confidential and the persons authorized to have access to them due to the nature of their work.
- Information, data and records which the Stock Exchange must disclose, and those that the public may have access to and make copies of.
- Members Capital Adequacy Standards.
- Standards of professional ethics that must be complied with by members of the Stock Exchange and of the Board of Directors, the Chief Executive Officer and the staff, and the penalties imposed in case of non-respect thereof.
- Settling disputes among Stock Exchange members as well as between members and their clients.
- Setting transport allowances and travel expenses of the Chairman and the members of the Board of Directors, the Chief Executive Officer and the staff of the Stock Exchange.
- Setting the annual remuneration of the Chairman and members of the Board of Directors.
- Establishing the Stock Exchange's organizational structure, as well as its Staff Regulations, Financial and Administrative Regulations and the Housing and Saving funds for the Stock Exchange staff.
- Upon the Boards approval, the Board of Directors shall appoint a full-time Chief Executive Officer to manage the Stock Exchange, by virtue of a time bound contract that contains his / her salary, benefits and other financial privileges . The Board of Directors may terminate the services of the Chief Executive Officer in the same way.
- The Chief Executive Officer shall not hold any other position nor be a partner, shareholder or representative of any Licensed Person.
- The Chief Executive Officer shall perform his / her functions according to the internal rules and regulations of the Stock Exchange, and shall perform any other powers set for him / her by the Board of Directors.
The Chief Executive Officer shall be chosen from among qualified experts in the financial and economic fields, and shall meet the following conditions:
- To have the Jordanian nationality.
- To have full legal capacity.
- To have an experience of not less than fifteen years in the financial and economic fields.
- To have a graduate degree, as a minimum.
- Not to have been convicted of a felony or a misdemeanor that constitutes a breach of honor or trust; not to have been subject to any disciplinary penalty because of a breach of honor or trust; and not to have had his / her services terminated in or his / her relationship interrupted with any post or job because of a breach of honor or trust.
- The Chief Executive Officer shall be in charge of all administrative, financial and technical matters of the Stock Exchange, he / she shall be responsible to the Board of Directors thereof as well as for the following:
- Following up on the implementation of the provisions of the Law as well as the regulations, instructions and decisions issued thereby, and the regulations and instructions issued by the Stock Exchange.
- Carrying out the decisions of the Board of Directors.
- Monitoring the trading transactions on the Stock Exchange including canceling or amending any transaction in violation of the operative Law, regulations or instructions in the market.
- Signing all documents and correspondence necessary for conducting the Stock Exchange's business.
- Appointing the Stock Exchange's staff in accordance with the provisions of its regulations.
- Observing the good conduct of Stock Exchange operations, and the proper performance of its staff and management.
- Preparing the draft budget for the following fiscal year, and submitting it to the Board of Directors before November 30th of every year.
- Submitting quarterly accounts to the Board of Directors.
- Submitting the balance sheet and final accounts of the elapsed fiscal year to the Board of Directors, prior to the end of February of the following year.
- Exercising all other powers and tasks entrusted to him / her by the Board of Directors.
- Providing the Commission with copies of the decisions of the General Assembly and the Board of Directors.
- Upon the approval of the Board of Directors, the Chief Executive Officer shall be entitled to delegate any of his / her powers to a senior Stock Exchange staff member, provided that said delegation is specific and in writing.
- In the case of absence or vacancy of the position of the Chief Executive Officer, his / her deputy shall assume the powers of the Chief Executive Officer.
- The Chief Executive Officer as well as any other Stock Exchange staff member must inform the Commission, in writing, of those securities owned by him / her or that he / she has at his / her disposal upon filling his / her position and as soon as any change occurs therein.
- It shall be prohibited for the Chief Executive Officer as well as any other Stock Exchange staff member to be a shareholder or a partner in any broker, or to own or have at his / her disposal any securities issued by a broker.
- Subject to the provision of sub-paragraph B of this Article, the Chief Executive Officer as well as any other Stock Exchange staff member shall be subject to instructions issued by the Board to regulate ownership of or trading in any securities.
It shall be prohibited for the Chief Executive Officer and any other staff member of the Stock Exchange to do the following:
- Make use of any information they had access to, due to the nature of their work at the Stock Exchange, for direct or indirect, financial or moral profit.
- Divulge any confidential information they had access to, due to the nature of their work at the Stock Exchange, to any other party unauthorized to have access thereto.
- A member must abide by the provisions of the Law, and the regulations, instructions and decisions issued by virtue thereof, in particular a member must abide by the following:
- Maintaining those records and documents stipulated for in the applicable legislations, including those records and documents related to dealings executed by the member on the Stock Exchange.
- Settling all fees, commissions and charges that a member incurs within the timelines indicated in the applicable legislations.
- Complying with the Capital Adequacy Standards issued by the Board and the Stock Exchange.
- Refraining from taking any commission(s) exceeding the limitations set by applicable legislations.
- Non-disclosure of confidential client information.
- Informing the Stock Exchange of any breach of the provisions of applicable legislations immediately upon obtaining knowledge of them.
- The member shall be responsible for any breach of the provisions of the Law, and the regulations, instructions and decisions issued by virtue thereof committed by persons associated with it.
- The member shall sign a pledge to abide by the provisions of the By-laws and the instructions and decisions passed by the Stock Exchange, on the form approved for that purpose.
The member shall set out in writing internal work procedures designed to control all operations that go through it. Such procedures must be compatible with applicable legislations and shall ensure the following:
- Persons associated with the member act in accordance with the powers entrusted to each of them.
- Operations executed for the sake of Persons associated with the member and their relatives are transacted with the knowledge of the member.
- The member must supply the Stock Exchange with all information, documentation and reports as requested by it, within the timelines and in the manner determined in this By-laws and in the Stock Exchange's request.
- The Stock Exchange shall verify the validity of information submitted to it by the member in the manner it deems appropriate.
- The member must submit to the Stock Exchange the following periodic reports:
- An annual report with the member's financial data, approved by the member's auditor within ninety days of the end of its fiscal year.
- A bi-annual report with the members' financial data, approved by the member's auditor within thirty days of the end of its biannual fiscal year.
- The member must inform the Stock Exchange as soon as any of the following occurs:
- Any change in the data provided on the membership application form referred to in Article 9 of this By-law.
- Election of members to the Board of Directors or the election of Chief Executive Officers and any change that occurs in the composition thereof.
- Any decisions related to the increase or decrease of its capital.
- Any decisions related to its liquidation, bankruptcy or assignment of guardian thereon.
- Any lawsuit brought against it, whether in relation to its dealing with securities or having a material impact on its financial position, and it must provide the Stock Exchange with the relevant decisions in such lawsuits.
- Any event or incident that has a material effect on its financial position.
- The member must inform the Stock Exchange of any change or modification to any of the information submitted by it to the Stock Exchange.
- The Stock Exchange shall inspect its members to verify their compliance with the provisions, of the regulations, instructions, bases and decisions issued by virtue thereof, as well as the By-laws and instructions issued by the Stock Exchange.
- The Stock Exchange shall inspect its members with or without a prior notice, provided that such inspection is performed during normal working hours.
- The Chief Executive Officer or any Stock Exchange employee who is authorized in writing by the Chief Executive Officer, shall for the purposes of supervision and inspection, undertake the following:
- To have access to all records, data, documentation, correspondence, contracts and decisions, including bank statements and accounts, related to the member, and to have copies made thereof or to keep the originals thereof against signature of receipt.
- To request any information, documentation or data that they may deem appropriate for supervision and inspection purposes.
- The member and persons associated with it must facilitate the task of the Stock Exchange employees who are authorized to supervise and inspect and provide them with the information they request.
- The information that the Stock Exchange management, staff and consultants have access to shall be confidential, and cannot be disclosed save upon the approval of the Board.
- The Chief Executive Officer may establish an investigative committee to examine the alleged breaches of a member or any of the persons associated with it.
- The committee referred to in sub-paragraph (A) of this Article shall be constituted of Stock Exchange employees who are competent in the field and any person(s) who is an expert and that the Chief Executive Officer deems it necessary to resort to his/her services to complete the investigative procedures.
- The committee may call any member(s) of the Board of Directors or any member(s) of the Chief Executive Officers or any staff or consultant of the member to hear his/her testimony on the alleged breaches of the member.
- The statements of the person made before the committee shall be noted in a record to be signed by the person who has been interviewed, along with the questions posed to him/her and his/her answers.
- The committee may invite any Stock Exchange employee, consultant, or expert or any person it deems suitable to attend the investigative sessions without giving him/her the right to vote on committee decisions.
- The committee may use electronic devices and recording machines for the purposes of placing the investigation minutes on record.
- The committee shall submit its report to the Chief Executive Officer, inclusive of the procedures it has taken and the conclusion it has reached.
- Subject to the provisions of Article 37 of this By-laws, if it transpires that any member or a person associated with him has breached the provisions of the regulations, instructions , bases or decisions issued by the stock exchange, or has taken preparatory steps leading to such breach, it shall be subject to one or more of the following disciplinary sanctions:
- Financial fine not less than one hundred Dinars and not more than twenty thousand Dinars.
- The decision imposing any sanction(s) referred to paragraph (A) of this Article shall be served to the concerned person on the business day following the adoption of the decision, provided that the decision contains the following:
- Practices or conduct proven to have been committed or failed to have been performed by the concerned person
- Statement of the provisions of, the regulations, instructions, bases and decisions issued by stock exchange that the concerned person has breached.
- The sanction imposed.
- Disciplinary actions referred to in sub-paragraphs (A) (1 & 2) of Article 36 of this By-laws shall be adopted by a decision of the C hief Executive Officer, and the Board of Directors shall be notified thereof.
- If it transpires to the Chief Executive Officer that the alleged breach of the member or of one of the persons associated with him necessitates the imposition of monetary fine , it shall be impose as the following:
1 -A decision taken by the Chief Executive Officer if the monetary fine does not exceed five thousand Dinars.
2 -A decision taken by the Board of directors if the monetary fine does not exceed five thousand Dinars, the Chief Executive officer shall submit a report to the Board of directors inclusive report of the investigation committee and the facts and alleged breaches of the person, therefore the Board of Directors may take the appropriate decision, including putting the record on hold or imposing any of the sanctions stated in paragraph (A) of Article 36 of this Bylaw.
- The person against whom a disciplinary sanctions is taken can appeal the decision before the Board.
Notwithstanding the imposition of disciplinary action in accordance with the provisions of this By-laws, the Chief Executive Officer or the Board of Directors may request the person who committed the breach to revoke the breach and rectify the resulting situation, to cease from committing such breach, or to cease any preparatory steps for such breach within a given period of time.
- Prior to imposing any disciplinary action on a member or a person associated with it, the Stock Exchange must give the member or the person associated with it the opportunity to hear its statements on the alleged breaches, and the Stock Exchange may be satisfied with a written reply from the member on the alleged breaches instead of hearing its statements.
- If it becomes known to the Board of Directors that a member suffers from financial and administrative difficulties and that its continuation to practice shall undermine the interests of investors, creditors, other members or the Stock Exchange, the Board of Directors shall notify the Commission and may either suspend or prohibit Stock Exchange services to that member, or reduce said services provided that the Commission is previously informed thereof.
- In the event of adopting a procedure in accordance with the provisions of paragraph (B) of this Article, the Board of Directors must hold a hearing to allow the member to object to the Board of Directors' decision.
The Stock Exchange's fiscal year shall start on the first of January of every year, and end on the thirty-first of December of same year.
The Stock Exchange's funds shall be constituted of the following:
- Subscription and annual membership fees collected from its members, as well as commissions, charges, allowances and fines stipulated for in its regulations.
- Earnings on the Stock Exchange's property and money, and sale proceeds of its assets.
- Gifts, donations and assistance approved by the Board.
The Stock Exchange shall deposit its cash money at one or more banks in the Kingdom according to principles set by the Board of Directors.
The Stock Exchange shall keep the following:
- Its own accounting books and records, in accordance with adopted accounting standards.
- The books and records required for the conduct of its business, in accordance with its regulations and directives.
- The Stock Exchange shall keep a general reserve wherein its net annual surplus for each fiscal year is recorded.
- Should there be a deficit in the revenue, recurrent expenditure and capital expenditure accounts in any year, it shall be covered from the general reserve. If the general reserve is not sufficient to cover the deficit, the Stock Exchange members must pay equal amounts sufficient to cover the deficit. Whatever they pay shall be considered as debt to them to be deducted from net future revenues.
- Notwithstanding what is stated in paragraph B of this Article, the Board of Directors may, subject to Board approval, borrow the amounts needed to cover part or all of the deficit.
The Stock Exchange shall not be liable for any damage or losses affecting any of its members, their clients or persons associated with them, as a result of trading in or use of any of the facilities or services supplied by the Stock Exchange.
the Stock Exchange shall close on holidays and official occasions.
Article 47: The Internal By-Law of the Amman Stock Exchange for the year 1999 shall be repealed.