• CSD-6: CSD-6: Powers of CBB

    • CSD-6.1 CSD-6.1 Power to Impose Conditions or Restrictions

      • CSD-6.1.1

        The CBB may impose on a licensed clearing house or licensed central depository such conditions or restrictions as it deems fit by notice in writing, in addition to the obligations imposed on the licensed clearing house or licensed central depository under this Module, for the purposes of furthering the objectives specified in Section CSD-A.1.

        Amended: April 2016

      • CSD-6.1.2

        The CBB may, at any time, by notice in writing to the licensed clearing house or licensed central depository, vary any condition or restriction as it may deem fit.

        Amended: April 2016

      • CSD-6.1.3

        Without affecting the generality of Paragraphs CSD-6.1.1 or CSD-6.1.2, the conditions or restrictions that the CBB may impose include conditions or restrictions relating to:

        (a) The activities that the licensed clearing house or licensed central depository may undertake;
        (b) The products that may be cleared by the clearing facility;
        (c) The securities that may be accepted for deposit by the depository; or
        (d) The nature of investors, members or participants who may use or participate in the licensed clearing house facility and licensed central depository.
        Amended: April 2016

    • CSD-6.2 CSD-6.2 Power of CBB to Issue Directions

      • CSD-6.2.1

        The CBB may issue directions by notice in writing either of a general or specific nature to a licensed clearing house or licensed central depository, and the licensed clearing house or licensed central depository shall comply with such directions, if the CBB considers it necessary or expedient:

        (a) For ensuring the safe and efficient clearing and settlement of transactions through review of system mechanisms and establishment of operating standards;
        (b) For ensuring the integrity and stability of the capital markets or the financial system;
        (c) In the interests of the public or a section of the public, or for the protection of investors;
        (d) For the effective administration of the CBB Law and regulations; or
        (e) For ensuring compliance with any condition or restriction as may be imposed by the CBB.
        Amended: April 2016

      • CSD-6.2.2

        For the avoidance of doubt, a direction issued under Paragraph CSD-6.2.1 shall be deemed not to be subsidiary legislation, but any non-compliance with a directive shall be regarded as non-compliant with the rules of the CBB.

        Amended: April 2016

    • CSD-6.3 CSD-6.3 Emergency Powers of CBB

      • CSD-6.3.1

        Where the CBB has reason to believe that an emergency exists, or considers that it is necessary or expedient in the interests of the public, or a section of the public, or for the protection of investors, the CBB may direct by notice in writing a licensed clearing house or licensed central depository to take such action as it considers necessary to maintain or restore safe and efficient operations of the clearing facilities operated by the licensed clearing house and of the custodian services provided by the licensed central depository.

        Amended: April 2016

      • CSD-6.3.2

        Without prejudice to Paragraph CSD-6.3.1, the actions which the CBB may direct a licensed clearing house or licensed central depository to take include:

        (a) Ordering the liquidation of all positions or part thereof, or the reduction of such positions;
        (b) Altering conditions of delivery of transactions cleared or settled, or to be cleared or settled through the clearing facility;
        (c) Fixing the settlement price at which transactions are to be liquidated;
        (d) Requiring margins or additional margins for transactions cleared or settled, or to be cleared or settled through the clearing facility; and
        (e) Modifying or suspending any of the business rules of the licensed clearing house or licensed central depository.
        Amended: April 2016

      • CSD-6.3.3

        Where a licensed clearing house or licensed central depository fails to comply with any direction of the CBB under Paragraph CSD-6.3.1 within such time as is specified by the CBB, the CBB may:

        (a) Set margin levels for transactions cleared or settled, or to be cleared or settled through the clearing facility to cater for the emergency;
        (b) Set limits that may apply to market positions acquired in good faith prior to the date of the notice issued by the CBB; or
        (c) Take such other action as the CBB considers necessary to maintain or restore safe and efficient operations of the clearing facilities operated by the licensed clearing house and the services offered by the licensed central depository.
        Amended: April 2016

      • CSD-6.3.4

        In this section, "emergency" includes:

        (a) Any threatened or actual market manipulation or cornering;
        (b) Any major market disturbance which prevents the market from accurately reflecting the forces of supply and demand for such commodity or securities;
        (c) Any act of any government affecting a commodity or securities; or
        (d) Any undesirable situation or practice which, in the opinion of the CBB, constitutes an emergency.

      • CSD-6.3.5

        The CBB may modify any action taken by a licensed clearing house or licensed central depository under Paragraph CSD-6.3.1, including the setting aside of that action.

        Amended: April 2016

    • CSD-6.4 CSD-6.4 Power of CBB to Remove Officers

      • CSD-6.4.1

        The CBB may, if it thinks it necessary in the interests of the public, or a section of the public, or for the protection of investors, by notice in writing direct that licensed clearing house or licensed central depository to remove the officer from his office or employment, where the CBB is satisfied that an officer of a licensed clearing house or licensed central depository:

        (a) Has wilfully contravened or wilfully caused that licensed clearing house or licensed central depository to contravene this Module or its business rules;
        (b) Has, without reasonable excuse, failed to ensure compliance with this Module or the business rules of that licensed clearing house or licensed central depository, by that licensed clearing house or licensed central depository, or a member of that licensed clearing house or licensed central depository or a person associated with that member;
        (c) Has failed to discharge the duties or functions of his office or employment;
        (d) Is an undischarged bankrupt, whether in Bahrain or elsewhere;
        (e) Has had execution against him in respect of a judgment debt returned unsatisfied in whole or in part;
        (f) Has, whether in Bahrain or elsewhere, made a compromise or scheme of arrangement with his creditors, being a compromise or scheme of arrangement that is still in operation; or
        (g) Has been convicted, whether in Bahrain or elsewhere, of an offence involving fraud or dishonesty, or the conviction for which involved a finding that he had acted fraudulently or dishonestly.
        Amended: April 2016

      • CSD-6.4.2

        Without prejudice to any other matter that the CBB may consider relevant, the CBB may, in determining whether an officer of a licensed clearing house or licensed central depository has failed to discharge the duties or functions of his office or employment for the purposes of rule CSD-6.4.1 (c), have regard to such criteria as the CBB may prescribe or specify in directions issued by notice in writing.

        Amended: April 2016

      • CSD-6.4.3

        Subject to Paragraph CSD-6.4.4, the CBB shall not direct a licensed clearing house or licensed central depository to remove an officer from his office or employment, without giving the licensed clearing house or licensed central depository an opportunity to be heard.

        Amended: July 2016
        Amended: April 2016

      • CSD-6.4.4

        The CBB may direct a licensed clearing house or licensed central depository to remove an officer from his office or employment under rule CSD-6.4.1 on any of the following grounds, without giving the licensed clearing house or licensed central depository an opportunity to be heard:

        (a) The officer is an undischarged bankrupt, whether in Bahrain or elsewhere;
        (b) The officer has been convicted, whether in Bahrain or elsewhere, of an offence:
        (i) Involving fraud or dishonesty, or the conviction for which involved a finding that he had acted fraudulently or dishonestly; or
        (ii) Punishable with imprisonment for a term of 3 months or more.
        Amended: April 2016

      • CSD-6.4.5

        Where the CBB directs a licensed clearing house or licensed central depository to remove an officer from his office or employment under rule CSD-6.4.1, the CBB need not give that officer an opportunity to be heard.

        Amended: April 2016

      • CSD-6.4.6

        No criminal or civil liability shall be incurred by a licensed clearing house or licensed central depository in respect of anything done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this Section.

        Amended: April 2016

    • CSD-6.5 CSD-6.5 Criteria to Determine Failure to Discharge Duties or Functions by Officers

      • CSD-6.5.1

        For the purposes of Paragraph CSD-6.4.2 of this Module, the CBB may, in determining whether a chairman, chief executive officer or director, or any officer who is a person stated in a notice referred to in Paragraph CSD-6.3.2, of a licensed clearing house or licensed central depository has failed to discharge the duties or functions of his office, take into consideration whether that person has taken reasonable steps to discharge the following duties:

        (a) Ensure the proper functioning of the licensed clearing house or licensed central depository;
        (b) Ensure the compliance of the licensed clearing house or licensed central depository with any relevant laws or regulations of any jurisdication in which it is incorporated, or in which it operates;
        (c) Set out and ensure compliance with written policies on all operational areas of the licensed clearing house or licensed central depository, including its financial policies, accounting and internal controls, internal auditing and compliance with all laws and rules governing the operations of the licensed clearing house or licensed central depository;
        (d) Identify, monitor and address the risks associated with the business activities of the licensed clearing house or licensed central depository on an on-going basis;
        (e) Ensure that the business activities of the licensed clearing house or licensed central depository are subject to adequate internal audit;
        (f) Oversee the financial undertakings or exposure of the licensed clearing house or licensed central depository to risks of any nature, by setting out proper delegation limits and risk management controls; and
        (g) Ensure:
        (i) That the licensed clearing house or licensed central depository maintains written records of the steps taken by it to monitor compliance with its policies, the limits on discretionary powers and its accounting and operating procedures; and
        (ii) That every report, return or statement submitted by the licensed clearing house or licensed central depository to the CBB is complete and accurate.
        Amended: April 2016

    • CSD-6.6 CSD-6.6 Additional Powers of CBB in Respect of Auditors

      • CSD-6.6.1

        The auditor shall immediately send to the CBB a written report of the matter or the irregularity, if an auditor of a licensed clearing house or licensed central depository in the course of the performance of his duties, becomes aware of:

        (a) Any matter which, in his opinion, adversely affects or may adversely affect the financial position of the licensed clearing house or licensed central depository to a material extent;
        (b) Any matter which, in his opinion, constitutes or may constitute a breach of any provision of this Module or an offence involving fraud or dishonesty; or
        (c) Any irregularity that has or may have a material effect upon the accounts of the licensed clearing house or licensed central depository, including any irregularity that affects or jeopardises, or may affect or jeopardise, the funds or property of investors.
        Amended: April 2016

      • CSD-6.6.2

        An auditor shall not, in the absence of malice on his part, be liable to any action for defamation at the suit of any person in respect of any statement made in his report under rule CSD-6.6.1.

      • CSD-6.6.3

        Rule CSD-6.6.2 shall not restrict or affect any right, privilege or immunity that the auditor may have, apart from this section, as a defendant in an action for defamation.

      • CSD-6.6.4

        The CBB may impose all or any of the following duties on an auditor of a licensed clearing house or licensed central depository:

        (a) A duty to submit such additional information and reports in relation to his audit, as the CBB considers necessary;
        (b) A duty to enlarge, extend or alter the scope of his audit of the business and affairs of the licensed clearing house or licensed central depository;
        (c) A duty to carry out any other examination or establish any procedure in any particular case.
        Amended: April 2016

      • CSD-6.6.5

        The licensed clearing house or licensed central depository shall remunerate the auditor in respect of the discharge by him of all or any of the duties referred to in Paragraph CSD-6.6.4.

        Amended: April 2016

    • CSD-6.7 CSD-6.7 Power of Court to Order Observance or Enforcement of Business Rules

      • CSD-6.7.1

        Where any person who is under an obligation to comply, observe, enforce or give effect to the business rules of a licensed clearing house, or licensed central depository fails to do so, the Court may, on the application of the CBB, a licensed clearing house, or licensed central depository, or a person aggrieved by the failure, after giving the first-mentioned person an opportunity to be heard, make an order directing the first-mentioned person to comply, observe, enforce or give effect to those business rules.

        Amended: April 2016

      • CSD-6.7.2

        In this section, "person" includes a licensed clearing house and licensed central depository.

        Amended: April 2016

      • CSD-6.7.3

        This Section is in addition to, and not in derogation of, any other remedies available to the aggrieved person referred to in rule CSD-6.7.1.

        Amended: April 2016

    • CSD-6.8 CSD-6.8 Immunity

      • CSD-6.8.1

        No civil liability, whether arising in contract, equity or otherwise, in respect of anything done or omitted to be done in good faith in the discharge or purported discharge of the duties of the licensed clearing house or licensed central depository, or in the performance or purported performance of its functions under its business rules, shall be incurred by:

        (a) A licensed clearing house;
        (b) A licensed central depository; or
        (c) Any person acting on behalf of a licensed clearing house or licensed central depository, including any member of the board of directors of the licensed clearing house or licensed central depository.
        Amended: April 2016

      • CSD-6.8.2

        In respect of anything done or omitted to be done in good faith in the performance and purported performance of that function, no civil liability, whether arising in contract, tort, defamation, equity or otherwise, shall be incurred by:

        (a) Any person performing, by virtue of a delegation under the business rules of a licensed clearing house or licensed central depository, a function of the licensed clearing house or licensed central depository;
        (b) Any person acting on behalf of a person referred to hereinabove including a member of the board of directors of that person.
        Amended: April 2016