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RULES OF COURTS/TRIBUNALS OF NIGERIA
SECURITIES AND EXCHANGE COMMISSION ADMINISTRATIVE PROCEEDINGS COMMITTEE RULES AND PROCEDURE
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Table of Contents
|Rule 3||Reference of matters to the Committee|
|Rule 4||Service of Notice and Commencement of Hearing|
|Rule 5||Hearing in absence of Parties|
|Rule 6||Hearing of Witnesses and Reception of Documents|
|Rule 7||Amendment to claim(s)/alleged violations before the Committee|
|Rule 8||Counter-Claim, Set-off and Similar Actions|
|Rule 9||Venue and Time|
|Rule 10||Inter-Party Settlement|
|Rules 11||Appearance before the Committee|
|Rules 12||Administrative Charges|
|Rules 13||Record of Proceedings|
|Rules 14||Dispensing with provisions|
|Rules 15||Powers of the Committee|
|Rules 17||Decisions of the Committee|
These rules of procedures shall apply for the time being to proceedings of the Administrative Proceedings Committee of the Securities and Exchange Commission.
The Administrative Proceedings Committee of the Commission is a body established pursuant to the investments and Securities Act for the purpose of resolving disputes in the capital market and giving opportunity for fair hearing to capital market operators and other institutions in the market who are perceived to have violated or have actually violated or threatened to violate the provisions of the ISA and the Rules and Regulations made thereunder or such operators against whom investors have lodged complaint.
Rule 1: Definitions
Means the Department for the time being responsible for investigation and enforcement in the Commission.
Means the Securities and Exchange Commission established by the Investments and Securities Act (ISA).
Means the Administrative Proceedings Committee of the Securities and Exchange Commission.
Means the person who has filed a complaint before the Committee or on whose behalf a complaint has been filed.
Means the person against whom a complaint has been made before the Committee.
Rule 2: Parties
The parties to the proceedings before the Committee shall be:
a) In a matter initiated by the Commission:
i. the Head of Department responsible for investigation in the Commission;
ii. the person or institution against whom an allegation of violation of the Act or Rules has been made;
iii. any other person required by the Committee to be joined or joined by leave of the Committee.
b) In any other case:
i. the Complainant;
ii. the Respondent;
iii. any person considered by the Committee to have an interest in the proceedings or joined by leave of the Committee.
Rule 3: Reference of matters to the Committee
a) Complaints shall be forwarded to the Commission by the Complainant or its/his representative or any interested party and the Commission shall cause the complaint to be investigated by the appropriate Department;
b) Where the appropriate Department is of the opinion that any provision of the Investments and Securities Act (ISA), the Rules and Regulations or the Code of Conduct for Capital Market Operators and their Employees made there under have been or is threatened to be violated, it shall prepare a report of the matter and formulate appropriate claim(s) and particulars thereof or details of the allege violations and forward them to the Secretary of the Committee with all documents considered by the Department.
Rule 4: Service of Notice and Commencement of Hearing
a) On the directive of the Chairman of the Committee, the Secretary shall fix a day for hearing of the matter and shall serve notice thereof on each party to the proceedings.
i. The Secretary shall serve on each party, copies of the particulars of claims or details of the alleged violations prepare by the appropriate Department and all the documents considered relevant to the hearing of the matter;
ii. The notice of hearing which shall contain the names of the parties, the particulars of claims(s) and or details of the alleged violations, date, place and time of hearing may be served personally, electronically or by registered post addressed to the last known address of each party to the proceedings.
Provided that where a notice is returned undelivered, the Chairman of the Committee may direct that the notice of hearing be advertised in two (2) National daily Newspapers or such acceptable mode of service and such publication/service shall be deemed to be adequate service on the parties;
iii. There shall be at least fourteen (14) working days between the service of the Hearing Notice and the date fixed therein for hearing;
iv. The Respondent(s) shall, within seven (7) working days from the date of service of the claims and particulars thereof and/or hearing notice file with the Secretary, any defence or answer in response to the claim(s) or alleged violations which shall also be served on my other party named in the matter;
v. The parties may file and serve any additional documents they may wish to file within three (3) working days from the service of the Respondent’s defence or answer;
vi. Upon the expiration of the period specified under this Rule, the matter shall be set down for hearing;
vii. No adjournment shall be allowed except the Committee believes that declining to grant such will lead to a grave miscarriage of justice against the party seeking it.
Rule 5: Hearing in absence of Parties
a) If any party fails to appear at the hearing, the Committee may, upon proof of service on such party of the notice of hearing, proceed to hear and determine the matter in its/his absence;
b) Any party who failed to appear at the hearing may within one (1) month from the pronouncement of the findings and decisions of the Committee apply for a rehearing adducing compelling reasons for its/his absence and if the Committee is satisfied that it is just to re-hear the matter, it may grant the application upon such terms as to payment of administrative charges or otherwise.
Rule 6: Hearing of Witnesses and Reception of Documents
a) The Committee may in the course of the proceedings hear such witnesses and receive such documentary, electronic or other type of evidence as in its opinion may assist it in arriving at a decision in any matter before it;
b) Where a witness will not appear in person, a sworn witness statement shall be filled with the Committee;
c) The Committee may compel the attendance of witnesses or production of documents or other materials to be used as evidence in proceedings before it, when it considers such attendance or production of evidence necessary.
Rule 7: Amendment to claim(s)/alleged violations before the Committee
If in the course of the proceedings it appears to any of the parties or the Committee that any process filed by any party requires amendment, the Committee may allow such amendments as it shall deem fit upon such terms as it may consider appropriate.
Rule 8: Counter-Claim, Set-off and Similar Actions
a) A party in an action before the Committee shall have a right of Counter-Claim or set Off against the other party or parties;
b) Any Counter-Claim or Set Off filed by any party shall be in writing with details or particulars of such Counter-Claim or Set Off;
c) Copies of the Counter-Claim or Set Off shall be served on the other party to the proceedings who shall have a right of reply exercisable within seven (7) days of such service.
Rule 9: Venue and Time
a) Unless otherwise indicated, the venue for hearing of proceedings before the Committee shall be the head office of the Commission;
b) Unless otherwise indicated, the time of sitting of the Committee shall be 10.00 am or so soon thereafter on the date(s) contained in the Notice(s) or as may be adjourned by the Committee.
Rule 10: Inter-Party Settlement
a) During the pendency of matters before the Committee, parties are at liberty to apply for adjournment to enable them explore an amicable settlement of the matter amongst themselves;
b) Settlements arrived at through the process in (a) above, shall be signed by the affected parties and their legal representatives (if any) and if acceptable to the Committee be made the decision of the Committee and implemented accordingly;
c) This Rule shall not apply to matters initiated by the Commission or matters involving manipulation, insider dealing and any other serious violations to be determined by the Commission from time to time.
Rule 11: Appearance before the Committee
a) All parties to matters before the Committee shall have a right of audience;
b) A party to the proceedings before the Committee may appear in person or be represented by a legal practitioner acting as counsel provided that the Committee may order a party to appear in person if it is of the opinion that in the interest of justice and the protection of investors it is necessary to do so;
c) The Committee shall be entitled to administer oath in matters and proceedings brought before it.
Rule 12: Administrative Charges
The Committee may order any party to pay administrative charges in respect of proceedings before it.
Rule 13: Record of Proceedings
a) The Secretary shall cause to be taken, written and/or electronic record of proceedings of the Committee;
b) The Secretary shall make available on request to any person entitled to be heard upon an appeal against the decision of the Committee, or to any other person he deems fit a copy of the records referred to ain paragraph (a) of this Rule on payment of such fees as may be determined by the Commission.
Rule 14: Dispensing with provisions
The Committee may abridge, enlarge, modify or dispense with any time, condition or requirement of these Rules with respect to time, notices or modalities in any case where it appears to the Committee to be just and expedient and shall be at liberty to adopt any procedure it deems appropriate for a prompt, just and efficient determination of matters before it.
Rule 15: Powers of the Committee
(a) The Committee shall have jurisdiction in respect of:
(b) disputes between investors and Capital Market Operators;
(c) disputes between Capital Market Operators;
(d) disputes between Securities Exchanges, Capital Trade Points and other Self Regulatory Organizations (SROs);
(e) disputes arising from public offers by companies;
(f) disputes between Investors and Issuers of securities;
(g) disputes between Investors;
(h) disputes between SROs;
(i) violations or probable or threatened violation of the provisions of the Investments and Securities Act, the Rules and Regulations made there under and the Code of Conduct for Capital Market Operators and their Employees;
(j) violation of the Code of Corporate Governance for public companies;
(k) activities and dealings of public companies and their employees;
(l) issues relating to the registration of Market Operators and SROs;
(m) public sale or trading in unregistered securities;
(n) dealing in securities or sale of securities to the public;
(o) unethical and unprofessional practice, manipulations and use of deceptive devices or contrivances in securities transactions;
(p) denial of registration;
(q) non-compliance with orders, guidelines and directives of the Commission;
(r) any other matter which the Commission may direct it to hear.
Rule 16: Sanctions
The Committee shall have power to impose any of the following sanctions;
a. suspension or cancellation of registration of Capital Market Operators;
b. revocation of the certificate of a Securities Exchange or Capital Trade Point;
c. suspension or expulsion or other decisions/actions against members of Securities Exchanges, Capital Trade Points and other Self-Regulatory Organizations (SROs) in respect of their members;
d. suspension or expulsion or other decisions/actions against members of Securities Exchanges, capital trade points and other SROs where they fail to act against their members/officials;
e. removal of executive officers of a capital market operator, securities exchange, capita trade point and other SROs;
f. suspension of registration of securities;
g. fines for late registration and non-compliance with the ISA, Rules and Regulations of the Commission and the Code of Conduct for Capital Market Operators and their Employees;
h. restitution and compensation orders;
i. determination of compensation for insider dealing cases;
j. disqualification of professionals or sponsored individuals from operating in the capital market.
k. imposing conditions for registrations;
l. imposing the rate of interest payable to subscribers by issuing Houses for late return of monies;
m. payment of administrative charges;
n. any other sanction which the Commission may prescribe from time to time.
Rule 17: Decisions of the Committee
a) Every decision of the Committee shall be confirmed by the Commission before it becomes effective. The confirmation shall be made not later than thirty (30) days after the decision was taken by the Committee, provided that in the absence of the Board of the Commission, confirmation of the Committees’ decision shall be by the Minister of Finance or any person performing that function.
b) Decisions of the Commission shall be communicated in writing to the parties by the Secretary to the Committee within five (5) days of the confirmation of the decision.
Rule 18: appeals
Any party who is not satisfied with the decision of the Committee as confirmed by the Commission may within 30 days of the receipt of the decision appeal to the Investment and Securities Tribunal (IST).
Rule 19: Citation
These Rules shall be cited as Rules of Procedure of the Administrative Proceedings Committee (APC) of the Securities and Exchange Commission.
Rule 20: Commencement
These Rules shall take effect from any date approve by the Commission and shall regulate any further steps that may be taken by the Committee and parties in respect of all pending proceedings before the Committee.
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