The Securities Commission
| Article (7) | A- | A Commission known as the (Securities Commission) shall be established, and shall have a legal personality with financial and 8 administrative autonomy. As such, the Commission may acquire movable and immovable property and perform all legal acts necessary to achieve its objectives, including concluding contracts, borrowing, accepting assistance, gifts and donations. The Commission shall have the right to sue and be sued, and shall be represented in legal proceedings by the Civil Attorney General or any attorney it appoints for this purpose. | |
| B- | The Commission shall report to the Prime Minister. | ||
| C- | The Commission’s headquarters shall be in Amman. | ||
| Article (8) | A- | The Commission shall in particular aim to achieve the following: | |
| 1. | Protecting investors in securities. | ||
| 2. | Regulating and developing the capital market to ensure fairness, efficiency and transparency. | ||
| 3. | Protecting the capital market from the risks it might face. | ||
| B- | In order to achieve its objectives, the Commission shall assume the following main responsibilities and authorities: | ||
| 1. | Regulating and monitoring the issuance of securities and dealing therein. | ||
| 2. | Insuring full and accurate disclosure by Issuers of the material facts necessary to investors and relevant to the public issuances of securities. | ||
| 3. | Regulating and monitoring disclosure including the periodic reports prepared by Issuers. | ||
| 4. | Regulating licensing and registration, and monitoring the activities of Licensed and Registered Persons in the capital market. | ||
| 5. | Adopting Financial Adequacy Standards for Financial Services Companies in accordance with the regulation issued for this purpose. | ||
| 6. | Regulating and monitoring the Financial Market and Trading Markets in Securities. | ||
| 7. | Regulating and monitoring the Center. | ||
| 8. | Regulating Mutual Funds and Investment Companies. | ||
| Article (9) | A- | The Commission shall not engage in any commercial activity, or participate in commercial projects or lend funds, and own or issue securities. | |
| B- | Subject to the approval of the Council of Ministers, the Commission may borrow and own securities issued by the Government, public official institutions, public institutions or municipalities. | ||
| Article (10) | A- | A Board known as the (Board of Commissioners of the Commission) shall undertake the administration of the Commission and the supervision of its affairs. The Board shall be composed of five full time Commissioners, provided that each Commissioner: | |
| 1. | Shall be a Jordanian. | ||
| 2. | Shall be a holder of at least a Bachelor Degree. | ||
| 3. | Shall be experienced and specialized in financial or economic or legal affairs. | ||
| 4. | Shall not be a minister or a member of the Parliament or a public employee, or an employee in a public institution or in a municipality, or a member or an employee in any company or institution. | ||
| B- | The Commissioners, including the Chairman and the Deputy Chairman, shall be appointed for a four-year term renewable once, by a decision of the Council of Ministers upon the Prime Minister’s recommendation, endorsed by a Royal Decree. Any Commissioner may be replaced by another for the outstanding period of the Board’s term in accordance with the same procedures. | ||
| C- | The salaries, benefits and all financial entitlements of the Commissioners shall be determined by a decision of the Council of Ministers. | ||
| D- | The Commissioners shall take the following oath before the Prime Minister, prior to assuming their responsibilities: | ||
| (I swear by Almighty Allah to be loyal to the King and the Country, to uphold the Constitution, to abide by the laws and regulations in force and to perform the functions and duties entrusted to me with honor, honesty and dedication). | |||
| Article (11) | A- | Upon assuming his duty, each Commissioner shall declare in writing to the Board any securities which are owned thereby, at his 11 disposal or at the disposal of any of his relatives thereof, as well as any shares or contributions in any Financial Services Company owned thereby, or at his disposal or at the disposal of any relatives thereof. The Commissioner shall also declare in writing to the Board any changes to the aforementioned within three days of his knowledge of such changes thereof. | |
| B- | The Commissioner shall not practice any other profession or assume any other job, including occupying a ministerial post, being a member of the Parliament, or occupying any other post or job in the Government, an official public institution, public institution, a municipality, or any company or institution. He shall not be in a position to influence the decisions of such entities or acts in a consultative capacity thereto. | ||
| Article (12) | The Board shall assume all the necessary authorities to achieve the Commission’s objectives in accordance with the provisions of this Law, and carry out the responsibilities and authorities stipulated in accordance with its provisions, including the following: | ||
| A- | Formulating the Commission’s general policy and developing the programs necessary for its implementation. | ||
| B- | Approving the trading of any security outside the Financial Market. | ||
| C- | Approving the listing of any Jordanian security on any trading markets in securities outside the Kingdom. | ||
| D- | Deciding on the applications for the registration of securities upon the Chairman’s recommendation. | ||
| E- | Suspending or ceasing dealing in any security for the period it deems appropriate. | ||
| F- | Approving the establishment and registration of Mutual Funds. | ||
| G- | Granting the license and registration issued pursuant to the provisions of this Law | ||
| H- | Restricting, suspending, ceasing or canceling, for the period it deems necessary, the licensing or registration granted to any person. | ||
| I- | Setting the fees for issuing licenses or registrations or for renewals thereof. | ||
| J- | Approving the services fees, charges and commissions, charged by the Financial Market and the Center pursuant to their respective By-Laws. | ||
| K- | Setting the minimum and maximum limits of commissions which the Financial Services Companies and Licensed Persons charge their clients for. | ||
| L- | Adopting the accounting and auditing standards, and performance evaluation standards to be followed by the parties subject to the Commission’s monitoring. | ||
| M- | Setting the standards and eligibility conditions required for auditors qualified to audit the accounts of the entities subject to the Commission’s monitoring and supervision. | ||
| N- | Setting the Rules of Governance for any of the entities subject to the Commission’s monitoring. | ||
| O- | Issuing a Code of Conduct to regulate the treatment of investors by the Commission’s employees in a manner that guarantees mutual respect. | ||
| P- | Establishing cooperative relations with Arab and foreign Securities Commissions and with Arab, regional and International Organizations specialized in capital markets. | ||
| Q- | Reviewing the decisions relevant to dealing in securities issued by the Financial Market and the Center and repealing the implementation of any of such decisions. | ||
| R- | Issuing the required instructions for administering the Commission, and any other instructions or decisions to implement the provisions of this Law and the regulations issued pursuant thereto, or amending or repealing such. | ||
| S- | Preparing draft laws and regulations related to securities. | ||
| T- | Preparing the Commission’s annual budget and submitting it to the Council of Ministers for endorsement. | ||
| U- | Any other matters that the Chairman presents to the Board. | ||
| Article (13) | A- | The Chairman shall be the Commission’s chief executive and chief financial officer. He shall be responsible for implementing the Commission’s policy and the management of its affairs. As such, he shall assume the following: | |
| 1. | Implementing the decisions adopted by the Board. | ||
| 2. | Signing contracts as authorized by the Board. | ||
| 3. | Signing, solely or jointly with others, the reports, accounting data, financial statements, correspondence, and documents of the Commission. | ||
| B- | The Deputy Chairman shall perform the duties and functions assigned to him by the Chairman and shall exercise the powers of the Chairman in his absence or if his post becomes vacant. | ||
| C- | The Commissioners shall undertake the duties and functions assigned thereto by the Chairman. | ||
| D- | The Chairman may delegate any of his powers stipulated in this Law to any Commissioner. He may also delegate any of his powers to any competent employee at the Commission, provided that the delegation shall be in writing and specific. | ||
| Article (14) | A- | The Board shall meet at least once each month and whenever it is deemed necessary, upon the invitation of the Chairman or his Deputy when the Chairman is absent. The Board meetings quorum shall consist of four members, provided that the Chairman, or in absence thereof, the Deputy Chairman, is in the quorum. The Board decisions and recommendations shall be adopted by a majority of at least three votes of the attending members. No member shall refrain from voting. A member voting against a decision shall state his opposition in writing and sign thereon. | |
| B- | The provisions and procedures governing the Board meetings shall be specified in the instructions it issues for this purpose. | ||
| Article (15) | A- | The following shall be subject to the Commission’s monitoring and supervision in accordance with the provisions of this Law and the regulations, instructions and decisions issued pursuant thereto: | |
| 1. | The Issuers. | ||
| 2. | The Licensed Persons. | ||
| 3. | The Registered Persons. | ||
| 4. | The Financial Market. | ||
| 5. | The Center. | ||
| 6. | Mutual Funds and Investment Companies. | ||
| B- | The entities referred to in Paragraph (A) of this Article shall be subject to inspection and to the auditing of its documents, records and registers by the competent entity within the Commission legally authorized to do so. | ||
| C- | To realize the purposes of this Law and the regulations, instructions and decisions issued pursuant thereto, the documents, records and registers, wherever mentioned, shall include the bank statements, correspondence, memoranda, documents, computer files, or any other means for filing information and data whether written or electronic. | ||
| Article (16) | A- | Prior to issuing any instructions in accordance with the provisions of this Law or the regulations issued pursuant thereto, or introducing any amendment thereto, the Board may publish the draft instructions or amendments to enable others to comment in 16 writing thereon within a period of no less than fourteen days from the date of publication. | |
| B- | The Board shall issue the instructions referred to in Paragraph (A) of this Article after considering any comments received thereon, provided that the instructions shall come into effect as of the date stipulated therein. | ||
| C- | The instructions shall be published through any means that the Commission deems appropriate, including posting on its website on the Internet or any other data network. | ||
| Article (17) | A- | The Commission may, through the competent entity therein, conduct any investigation, inspection or auditing to determine if any person has violated any of the provisions of this Law or the regulations, instructions and decisions issued pursuant thereto. | |
| B- | The Commission may investigate, through the competent entity therein, any information, circumstances or practices it deems necessary and appropriate for the implementation of the provisions of this Law and the regulations, instructions and decisions issued pursuant thereto. | ||
| C- | The Commission, through the competent entity therein, and for the purpose of carrying out the investigations referred to in Paragraphs (A) and (B) of this Article, may carry out any of the following: | ||
| 1. | Verify and make copies of the documents, records and registers of any Licensed or Registered Person, or any entity 17 subject to Commission’s monitoring and supervision, and inspect such documents with or without prior notice. | ||
| 2. | Summon witnesses to testify under oath, and to submit any documents and papers pertaining to the investigated matter. | ||
| D- | The Commission may enlist the services of experts and specialists in conducting the investigations, inspections and verifications referred to in Paragraph (A) of this Article. | ||
| Article (18) | The following shall be considered violations of the provisions of this Law: | ||
| A- | Failure of a Licensed Person, Registered Person or any entity subject to the Commission’s monitoring and supervision to comply with the Commission’s requests to submit the required documents or papers or to appear for testimony, in which case the Board may cancel the license or registration. | ||
| B- | Failure of any person, other than the Licensed Person, the Registered Person, or any entity not subject to the control and supervision of the Commission, to comply with the Commission’s requests to submit the required documents or papers or to appear for testimony. | ||
| Article (19) | A- | If the Board upon a determination of good cause, deems that the protection of investors dictates taking immediate measures, it may 18 take, for the period it deems appropriate, one or more of the following measures: | |
| 1. | Cease or suspend any activity related to the securities or to a specific security. | ||
| 2. | Suspend the public offer of a security. | ||
| 3. | Suspend the activities of a Licensed or Registered Person. | ||
| B- | The Board may take a temporary order to ceas the activities of a Licensed or Registered Person who commits or attempts to commit any violation that is likely to result in dissipation or conversion of assets, or cause damage to the public interest or to the investors. Such temporary order shall remain effective pending the completion of due proceedings by the Commission, unless the order is otherwise cancelled or ceased by the Board. | ||
| C- | The Board may carry out any of the measures stipulated in Paragraphs (A) and (B) of this Article regardless of whether the concerned person has been given the opportunity to have his statement heard, or not in accordance to the dictate of the public interest. | ||
| D- | The Licensed Person, or Registered Person, or the Person subject to immediate measures according to the provisions of Paragraphs (A) and (B) of this Article may present a petition to the Commission for a hearing to present his supporting evidences, or to have the order cancelled, suspended, or restricted. | ||
| Article (20) | The Board may, as it deems appropriate, publicize any violation of the provisions of this Law and the regulations, instructions and decisions issued pursuant thereto in order to forewarn investors to avert any resultant consequences. | ||
| Article (21) | A- | If the Board, through the competent entity finds that any person has violated the provisions of this Law and the regulations, instructions and decisions issued pursuant thereto, the Chairman or whomever he delegates in writing shall send a written notice to that person for hearing, presenting his evidence and determine a hearing date and time provided that the notice shall include the nature of the violation and the person’s right to present his defense within the specified period in the notice and to appoint an attorney. | |
| B- | The Board, through the competent entity shall review the respondent’s response on the notice and it may take any of the measures stated in Article (17) of this Law. | ||
| C- | The competent entity at the Commission shall send its recommendations concerning the violation to the Chairman including measures taken and collected information and documents. The Chairman shall present it to the Board thereof to take the appropriate decision. | ||
| D- | If the Board finds that the person committed any violation for any of the provisions of this Law and the regulations, instructions and 20 decisions issued pursuant thereto, the Board may take one or more of the following measures: | ||
| 1. | Issue an order requiring such person to eliminate the violation to refrain from committing it, or to refrain from any measure causing such violation during a specified period of time. | ||
| 2. | Impose a monetary fine of no more than one hundred thousand Jordanian Dinars in accordance with Paragraph (A) of Article (22) of the Law. | ||
| 3. | Order the cessation of the issuance or trading of any securities related to the violation. | ||
| 4. | Suspend, revoke, or restrict the license or registration, if the violating person was a Licensed Person or Registered Person as the case may be. | ||
| 5. | Suspend the dealing of the violator in the Financial Market for the period the Board deems appropriate. | ||
| E- | 1. | The Board’s issued decision according to the provisions of Paragraph (D) of this Article shall be justified and is subject to appeal within fourteen working days from the date of receiving the decision and the Board may accept the appeal wholly or partially or reject it. | |
| 2. | The Board shall issue its decision regarding the appeal within fourteen working days from its registration with the Commission and the decision shall be justified and appealed before the Administrative Court. | ||
| Article (22) | A- | Upon determining the amount of the fine imposed on any person who has violated the provisions of this Law, and the regulations, instructions and decisions issued pursuant thereto, the Board shall take into account any issues required to protect the dealing in securities including the following: | |
| 1. | Whether the violation involved fraud, deceit, manipulation, deliberate ignorance or gross negligence of the requirements stipulated in this Law. | ||
| 2. | The resulting of any direct or indirect, harm for any person from the violation. | ||
| 3. | The resulting of illegal enrichment or avoidance of loss, taking into account restitutions made to persons affected by such a violation. | ||
| B- | The Board may refer the committed violations of the provisions of this Law and the regulations, instructions and decisions issued pursuant thereto to the Competent Court. | ||
| Article (23) | Subject to reciprocal treatment, the Commission may provide any nonJordanian Securities Commission or Capital Market Regulator upon its request with information about Licensed Persons or their business to assist in any investigation it conducts. The Commission may also conduct an investigation itself for this purpose. | ||
| Article (24) | Any information to which Commissioners and the Commission employees have access shall be deemed confidential, subject to legal liability. Nevertheless the Board may upon justified causes disclose the information it deems necessary for protecting investors. | ||
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