Securities and Exchange Commission Act, 1684

[Seydlitz]

Securities and Exchange Commission Act, 1683 AN

An Act to regulate and govern Exchanges and Securities Trading in Alduria

BE IT ENACTED by the duly elected Parliament of the Republic of Alduria assembled, - 

ARTICLE 1.Citation, Applicability.

1. This Act shall be cited as the Securities and Exchange Commission Act, 1684 AN. 
   
2. This Act shall be applicable to the entirety of the Republic of Alduria. 
   

ARTICLE 2. Securities and Exchange Commission

1. There is hereby created an independent organization within the administrative supervision of the Department of Finance to be known as the Securities and Exchange Commission.
   
2. The Commission shall be a collegial body composed of a Chairman and six (6) Commissioners who shall be appointed by the President and the tenure of the office of each member shall be seven (7) years: Provided, however, That the Chairman and the Members of the Commission first appointed by the President shall serve for a period of seven (7) years, five (5) years and three (3) years, as fixed in their respective appointments: Provided, further, That upon the expiration of his term, a Member shall serve as such until his successor shall have been appointed and qualified: and Provided, Finally, that no vacancy shall be filled except for the unexpired portion of the term.
   
3. The Commission shall meet monthly or as more frequently as may be necessary on such day or days as the Chairman may fix. The notice of the meeting shall be given to all members of the Commission and the presence of at least four (4) shall constitute a quorum. In the absence of the Chairman, the more senior associate commissioner shall act as presiding officer of the meeting. 
   
4. The Chairman shall have the general executive control, direction and supervision of the work and operation of the Commission and of its members, bodies, boards, personnel and all of its administrative business.
   
5. There shall be a Secretary of the Commission, under the control and direction of the Chairman, who shall be in charge of all the administrative business of the Commission and shall perform such other duties and functions as may be assigned to him. He shall be the recorder and official reporter of the proceedings of the Commission and shall have authority to administer oath in all matters coming under the jurisdiction of the Commission. He shall be the custodian of all records, profiles, reports, minutes and other documents and papers filed with the Commission or entrusted to his care and shall be responsible therefor to the Commission.
   
6. There shall be an Executive Director of the Commission who shall be responsible for the effective implementation of the policies, rules and standards promulgated by the Commission, to coordinate and supervise the activities of the different operating units; to report to the Chairman the operations of such units; to report to the Chairman the operations of such units; and to perform such functions as may be assigned to him by the Chairman and/or by Commission. The position of the Executive Director is hereby declared primarily confidential in nature.
   
7. The Commission shall have absolute jurisdiction, supervision and control over all corporations, partnerships or associations, who are the grantees of primary franchise and/or a license or permit issued by the government to operate in the Philippines; and in the exercise of its authority, it shall have the power to enlist the aid and support of any and all enforcement agencies of the government.
   
8. In order to effectively exercise such jurisdiction, the Commission shall possess the power to compel the officers of any corporation or association registered by it to call meetings of stockholders or members thereof under its supervision; to pass upon the validity of the issuance and use of proxies and voting trust agreements for absent stockholders or members, and to suspend, or revoke, after proper notice and hearing, the franchise or certificate of registration of corporations, partnerships or associations, upon any of the grounds provided by law, including fraud, serious misrepresentation to the great prejudice of, or damage to the general public, or refusal to comply, or defiance of any lawful order of the Commission restraining commission of acts which would amount to a grave violation of its franchise.
   
9. No broker, dealer, salesman, associated person of a broker or dealer, or Exchange, directly or indirectly shall make use of any facility of an Exchange in Alduria to effect any transaction in a security, or to report such transaction, unless such Exchange is registered in accordance with law.
   
10. The Commission may promulgate rules and regulations governing transactions by brokers, dealers, salesmen or associated persons of a broker or dealer, over any facilities of such trading market and may require such market to be administered by a self-regulatory organization determined by the Commission as capable of insuring the protection of investors comparable to that provided in the case of a registered Exchange.
    
11. The national government shall appropriate an adequate annual budget for the Commission for its operations.
    

ARTICLE 2. Aldurian Stock Exchange Corporation 

1. The existing Aldurian Stock Exchange Corporation, presently a state corporation, shall be capitalized at 100 million shares with a par value of 100 Ecus each. All present property of the corporation shall remain property of the corporation. 
   
2. The Aldurian Stock Exchange Corporation, no later than the last month of 1684, shall list on its own exchange, by way of introduction, 45 million shares, with an initial market price of 300 Ecus per share, provided that no single individual or institution, except the Aldurian Government or any of its instrumentalities, may have beneficial ownership of more than 10 million shares of the corporation at any time, with an additional 4 million shares listed before the end of 1685. No elected or appointed member of the Aldurian Government, nor any relative within the fourth degree of affinity or consanguinity, shall be allowed to purchase or own shares of the corporation during their tenure in office. Violation of this provision shall cause excess shares to be immediately forfeited in favor of the Aldurian Government.
   
3. The Aldurian Government shall not sell any shares in its keeping except only with the consent of the Cabinet.
   
4. The Corporation shall remit 10 billion ecus to the Treasury of the Republic of Alduria no later than the fifth month of 1685. 
   
5. Any revenue of the corporation shall accrue to the corporation for the purposes of the corporation, provided that no more than 50% of its annual net profit is distributable as cash dividends. No stock dividends shall be granted. 
   
6. A stock transaction tax, comprising 0.70% based on the gross selling price of all shares sold by the corporation on its exchange shall be levied.
   

ARTICLE 3. Aldurian Airlines

1. The existing Aldurian Airlines Corporation, presently a state corporation, shall be capitalized at 100 million shares with a par value of 100 Ecus each. All present property of the corporation shall remain property of the corporation. 
   
2. The Aldurian Airlines Corporation, no later than the last month of 1684, shall list on the Aldurian Stock Exchange, by way of introduction, 45 million shares, with an initial market price of 10 Ecus per share, with an additional 5 million shares listed before the end of 1685. 
   
3. The Corporation shall remit 200 million ecus to the Treasury of the Republic of Alduria no later than the fifth month of 1685. 
   
4. Any revenue of the corporation shall accrue to the corporation for the purposes of the corporation, provided that no more than 50% of its annual net profit is distributable as cash dividends.
   

ARTICLE 3.Commencement, Severability. 

1. This Act shall go into effect immediately upon constitutional passage. 
   
2. The provisions of this act are severable. If any part of this act is declared invalid or unconstitutional, that declaration shall not affect the part which remains.