Composition of the Board

The governing body (Board) of the Capital Markets and Securities Authority is provided for under S.6 (3) of the CMS Act.S.10 (1) of the Act sets out the functions of the Board which are:

    • regulate the securities market;
    • protect the interests of investors in securities;
    • promote and facilitate the development of securities market; and
    • Conduct public education programmes.

In order to carry out the above functions, S.10 (2) of the Act vests the Board with various powers which may be summarized as follows:

    • advise the Minister for Finance on all matters relating to the securities industry;
    • ensure orderly, fair and equitable dealings in securities;
    • license, authorize and regulate capital markets participants, institutions and intermediaries;
    • determine licensing/authorization criteria, conditions and capital requirements for licensed, authorized market participants and intermediaries;
    • regulate and supervise the activities of market participants and intermediaries;
    • formulate principles for the guidance of the industry.

The CMS Act Section 7 (2) confers powers to the Board in exercising general direction and control of the CMSA. The Board works through its Committees, whose structure and their respective duties are as follows:

a)Corporate Approval and Licensing Committee

    • Evaluates all prospectuses submitted to the Authority and makes decisions to approve or otherwise and submit its decisions for the Authority’s ratification.
    • From time to time reviews regulations and requirements relating to prospectus and make recommendations as necessary to the Authority.
    • Evaluates all license applications submitted for licensing to the Authority and makes recommendations accordingly
    • Evaluates all applications submitted for licensing to the Authority and makes recommendations accordingly.
    • Periodically reviews the law and regulations on licensing and make recommendations to the Authority.
    • Periodically reviews licensing/authorization criteria conditions and capital requirements for capital market intermediaries and other participants.

b)Human Resource Committee

    • Ensures that all grievances that might arise within CMSA are properly investigated and resolved
    • Create, develop and maintain the spirit of tolerance and willingness of self-adjustment
    • Oversee the whole process of recruitment of CMSA management staff
    • Oversee the development of appropriate organization wide diversity policy and reporting to the Board the on the progress of achieving the objectives of that policy
    • Oversee the establishment of programs for induction and ongoing training and capacity development of staff
    • At least annually, or appropriately review remuneration packages against appropriate benchmarks, and recommend to the Board changes to fees and allowances with supporting rationale.

c)Rules and Regulation Committee

    • Evaluates all proposals from Management on issues that are basically legal including amendments to the law, formulation of regulation, rulemaking etc. dispute settlement issues etc.
    • Reviews (as and when the need arises) laws / regulations relevant to the Capital Markets and Securities industry.

d)Audit and Risk Committee

    • Overseeing the financial reporting process
    • Monitoring the choices of accounting policies and principles
    • Ensuring open communication among Management, Internal Auditor, External Auditors and the Audit Committee; overseeing hiring and performance of External Auditor
    • Developing for Board approval an organization risk management policy that affirms the organization’s commitment to safeguarding its assets
    • Establish the risk management goals (for example improving safety, reducing the number of accidents, reducing insurance costs)
    • Recommending appropriate risk financing alternatives.
    • Communicating the Authority’s risk management plan and loss control procedures to the Board, employees, volunteers, clients and other publics
    • Selecting insurance advisor (broker, agent or consultant) and negotiating insurance arrangements
    • Overseeing loss prevention and control activities.
    • Provide an annual risk management report to the Board

The Committee comprise of at least three members of the Authority and the Chief Executive Officer of the CMSA with exception of the Chairman. Should the need arise; the Committees can invite experts to their meetings depending on the subject matter under consideration.Members of the Management attend meetings of the Committees which meet as and when there is business to transact.