• CSD CSD — Clearing, Settlement and Depository

    • CSD-B.2 CSD-B.2 Definitions [Version up to 30 June 2016]

      • CSD-B.2.1 [Version up to 30 June 2016]

        For the purpose of this Module, unless the context otherwise requires, a list of relevant terms are defined in this section.

      • CSD-B.2.2 [Version up to 30 June 2016]

        "Annual report" means:

        (a) In relation to a corporation operating a licensed clearing house or central depository, the annual audited financial statements, plus all accompanying notes, auditors' reports, commentaries and disclosures required by IFRS, including the required non-financial, employment and corporate governance disclosures of the licensed clearing house or central depository; or
        (b) In relation to any other person operating a licensed clearing house or central depository, the profit and loss accounts and balance-sheet of the person in respect of the licensed clearing house or central depository.

      • CSD-B.2.3 [Version up to 30 June 2016]

        "Beneficial owner" the term "beneficial owner" of securities refers to any person who, even if not the recorded owner of the securities, has or participates in the underlying benefits of ownership. These benefits include the power to direct the voting or the dispostion of the securities, or to receive the economic benefit of ownership of the securities. A person is also considered to be the "beneficial owner" of securities if that person has the right to acquire such securities within a certain period of time, either by option or other agreement. Beneficial owners include persons who hold their securities through one or more trustees, brokers, agents, legal representatives or other intermediaries, or through issuers in which they have a "controlling interest", which means the direct or indirect power to direct the management and policies of the issuer, or any other entity in question.

      • CSD-B.2.4 [Version up to 30 June 2016]

        "Business rules" are those rules issued by a licensed clearing house or central depository in their capacities as self-regulatory organisations (SROs) to regulate the functions of a licensed clearing house and central depository and the admission, regulation and supervision of their members or participants.

      • CSD-B.2.5 [Version up to 30 June 2016]

        "Central depository" means a central securities depository being any person who is eligible and licensed by the CBB to provide custody services, maintain a central securities register and accounts of central depository participants and evidence and transfer of ownership.

      • CSD-B.2.6 [Version up to 30 June 2016]

        "Clearing member" means a person who is a member of a licensed exchange and a licensed clearing house and a Category 1 Investment Firm Licensee in terms of CBB Rulebook Volume 4 who can execute transactions and clear and settle transactions in a licensed clearing house.

      • CSD-B.2.7 [Version up to 30 June 2016]

        "Clearing house" means any person who is eligible and licensed by the CBB and acts as the central counterparty in making payments or deliveries or both in connection with transactions in securities, or who provides facilities for comparison of data in respect of the settlement of securities transactions, to reduce the number of settlements of securities transactions, or for allocation of securities settlement responsibilities.

      • CSD-B.2.8 [Version up to 30 June 2016]

        "Custodian" means a person who is licensed to undertake depository participant or clearing member services as a licensed Category 1 Investment Firm in terms of CBB Rulebook Volume 4, including undertaking the business of safeguarding securities and assets on behalf of his clients in terms of this Module.

      • CSD-B.2.9 [Version up to 30 June 2016]

        "Days" unless specifically referred to as business days, means calendar days.

      • CSD-B.2.10 [Version up to 30 June 2016]

        "Dealing" in relation to any deposited security, means the deposit, purchase or sale of securities, including the charging or pledging of the deposited security by a securities holder and the evidence of ownership.

      • CSD-B.2.11 [Version up to 30 June 2016]

        "Default proceedings" means proceedings or other action taken by a licensed clearing house or a central depository under its default rules.

      • CSD-B.2.12 [Version up to 30 June 2016]

        "Default rules" in relation to a licensed clearing house or central depository, means the business rules of the licensed clearing house or central depository which provide for the taking of proceedings or other action if a clearing member, or participant has failed, or appears to be unable or to be likely to become unable, to meet his obligations for all unsettled or open derivatives market contracts to which he is a party.

      • CSD-B.2.13 [Version up to 30 June 2016]

        "Defaulter" means a clearing member or participant who is the subject of any default proceedings.

      • CSD-B.2.14 [Version up to 30 June 2016]

        "Delivery" means the final transfer of a security by the seller to the buyer.

      • CSD-B.2.15 [Version up to 30 June 2016]

        "Dematerialisation" means a process by which evidence of ownership of securities is issued in electronic form or book entries, either at the time of original issue of securities or by subsequent conversion of evidence of ownership in the form of physical certificates into electronic form.

        Amended: April 2016

      • CSD-B.2.16 [Version up to 30 June 2016]

        "Depository participant" means a member of a licensed central depository who intermediates between the licensed central depository and the beneficial owner of securities as an agent of the depository.

        Amended: April 2016

      • CSD-B.2.17 [Version up to 30 June 2016]

        "Immobilisation" means a process by which physical securities are held in a licensed central depository for the account of the beneficial owners of such securities and such immobilized securities can either be transferred by electronic or book entries on the records of a licensed central depository.

        Amended: April 2016

      • CSD-B.2.18 [Version up to 30 June 2016]

        "Issuer" means any person making an issue of securities.

      • CSD-B.2.19 [Version up to 30 June 2016]

        "Market charge" means a security interest, whether fixed or floating, granted in favour of a licensed clearing house or central depository:

        (a) Over property held by or deposited with the licensed clearing house or licensed central depository; and
        (b) To secure liabilities arising directly in connection with the licensed clearing house or licensed central depository, ensuring the performance of a market contract.
        Amended: April 2016

      • CSD-B.2.20 [Version up to 30 June 2016]

        "Market collateral" means property held by, or deposited with, a licensed clearing house or licensed central depository for the purpose of securing liabilities arising directly in connection with the licensed clearing house or licensed central depository, ensuring the performance of market contracts.

        Amended: April 2016

      • CSD-B.2.21 [Version up to 30 June 2016]

        "Market contract or contracts" means:

        (a) A contract subject to the business rules of a licensed clearing house or licensed central depository that is entered into between the licensed clearing house and a member pursuant to a novation (however described), whether before or after default proceedings have commenced, which is in accordance with those business rules and for the purposes of the clearing or settlement of transactions using the clearing facility of the licensed clearing house; or
        (b) A transaction which is being cleared or settled using the clearing facility of a licensed clearing house and in accordance with the business rules of the licensed clearing house, whether or not a novation referred to in paragraph (a) is to take place.
        Amended: April 2016

      • CSD-B.2.22 [Version up to 30 June 2016]

        "Payment" means the final transfer of funds from the buyer to the seller.

      • CSD-B.2.23 [Version up to 30 June 2016]

        "Position" in relation to a futures contract, means a futures contract which is outstanding and which has not been liquidated:

        (a) By an off-setting transaction;
        (b) By delivery of the commodity underlying the futures contract;
        (c) Through settlement of the futures contract in accordance with the business rules or practices of a futures market, as the case may be; or
        (d) By substituting the futures contract for a cash commodity.

      • CSD-B.2.24 [Version up to 30 June 2016]

        "Property" in relation to a market charge or market collateral, means:

        (a) Money, letters of credit, banker's drafts, certified cheques, guarantees or other similar instruments;
        (b) Securities listed and deposited with the central depository;
        (c) Futures contracts and any similar financial contract; or
        (d) Other assets of value acceptable to a licensed clearing house or licensed central depository.
        Amended: April 2016

      • CSD-B.2.25 [Version up to 30 June 2016]

        "Record" includes the records maintained in the form of books or stored in a computer or in such other form as may be determined and approved by the CBB.

      • CSD-B.2.26 [Version up to 30 June 2016]

        "Registered owner" means a person who is listed in the issuer's register as the owner of securities.

      • CSD-B.2.27 [Version up to 30 June 2016]

        "Relevant office holder" means:

        (a) A person acting in relation to a company as its liquidator, its provisional liquidator, its receiver, its receiver and manager, its judicial manager, or an equivalent person; or
        (b) A person acting in relation to an individual as his trustee in bankruptcy, the interim receiver of his property or an equivalent person.

      • CSD-B.2.28 [Version up to 30 June 2016]

        "RTGS" means Real Time Gross Settlement System introduced, operated and maintained by the CBB for facilitating on-line real-time settlement of payments in the Kingdom of Bahrain between members admitted to the RTGS system, either on gross basis, or through the Multilateral Net Settlement Batches (MNSB) received from the members and for matters connected therewith, or incidental hereto.

      • CSD-B.2.29 [Version up to 30 June 2016]

        "Securities" means shares or bonds issued by shareholding companies, government debt instruments and the following financial instruments:

        (a) Shares in companies and other securities equivalent to shares in companies or other entities, and depositary receipts in respect of shares;
        (b) Bonds or other forms of debt, including depositary receipts in respect of such securities;
        (c) Warrants;
        (d) Units, rights or interests (however described) of the participants in a collective investment scheme;
        (e) Options, futures and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event);
        (f) Options, futures and any other derivative contract relating to commodities that can be physically settled;
        (g) Units to Real Estate Investment Trusts (REITs);
        (h) Index tracking products including Islamic indices;
        (i) Any other financial instrument approved as a financial instrument by the CBB for the purpose of trading such instrument on an exchange; and
        (j) Islamic securities, being those financial instruments that are Shari'a compliant.
        Amended: April 2016

      • CSD-B.2.30 [Version up to 30 June 2016]

        "Securities account" means an account maintained by the licensed central depository on behalf of the participants and their clients for use in one or more of its services.

        Amended: April 2016

      • CSD-B.2.31 [Version up to 30 June 2016]

        "Settlement bank" means an RTGS member entity licensed by the CBB and appointed by a licensed clearing house (including the clearing house itself) to settle payment obligations arising from the transactions of the participants of the licensed clearing house that are cleared or settled by the licensed clearing house.

      • CSD-B.2.32 [Version up to 30 June 2016]

        "Settlement", in relation to a securities trade, means the final transfer of the securities from the seller to the buyer and the final transfer of funds from the buyer to the seller. When both delivery and payment have occurred, the settlement process is complete.

      • CSD-B.2.33 [Version up to 30 June 2016]

        Settlement, in relation to a market contract, includes partial settlement:

        (a) Where a charge is granted partly for the purpose specified in the definition of "market charge" and partly for any other purpose or purposes, the charge shall be treated as a market charge under this Module insofar as it has effect for that specified purpose;
        (b) Where collateral is granted partly for the purpose specified in the definition of "market collateral" and partly for any other purpose or purposes, the collateral shall be treated as market collateral under this Module insofar as it has been provided for that specified purpose; and
        (c) References in this Part to settlement, in relation to a market contract, are references to the discharge of the rights and liabilities of the parties to the market contract, whether by performance, compromise or otherwise.

      • CSD-B.2.34 [Version up to 30 June 2016]

        "Settlement Guarantee Fund" means a fund maintained by a licensed clearing house through contributions from its members for providing a cushion against any residual risk to enable the licensed clearing house to eliminate counterparty risk and guarantee timely settlement of transactions.

      • CSD-B.2.35 [Version up to 30 June 2016]

        "Trading Member" means a person including a clearing member, where such member has been accepted in terms of the rules of the licensed clearing house, who is a member of a licensed exchange and who can execute transactions on a licensed exchange or licensed market operator.

        Amended: April 2016

    • CSD-5.3 CSD-5.3 Approval of Chairman, Chief Executive Officer, Director and Key Persons

      • CSD-5.3.1

        No licensed clearing house or central depository shall appoint a person as its chairman, chief executive officer or director, unless the licensed clearing house or central depository has obtained the approval of the CBB.

      • CSD-5.3.2

        The CBB may, by notice in writing, require a licensed clearing house or central depository to obtain the approval of the CBB for the appointment of any person to any key management position or committee of the licensed clearing house or central depository, and the licensed clearing house or central depository shall comply with the notice.

      • CSD-5.3.3

        An application for approval under rule CSD-5.3.1 or paragraph CSD-5.3.2 shall be made in such form and manner as the CBB may prescribe; and the CBB may require the licensed clearing house or central depository to furnish it with such information or documents as the CBB considers necessary in relation to the application referred to in rule CSD-5.3.1, and the licensed clearing house or central depository shall furnish such information or documents as required by the CBB.

      • CSD-5.3.4

        The CBB may have regard to the following matters in determining whether to approve or refuse to approve the appointment of a person under rule CSD-5.3.1 or paragraph CSD-5.3.2 of this Module:

        (a) Whether the person is fit and proper to be so appointed;
        (b) Whether the appointment of the person would be consistent with any applicable written law relating to the qualifications for the position or the requirements for the composition of the board of directors, or any committee of the licensed clearing house or central depository; and
        (c) Whether it would be contrary to the interests of the public to approve the appointment of the person.

      • CSD-5.3.5

        Subject to paragraph CSD-5.3.6, the CBB shall not refuse an application for approval under this section without giving the licensed clearing house or central depository an opportunity to be heard.

      • CSD-5.3.6

        The CBB may refuse an application for approval on any of the following grounds without giving the licensed clearing house or central depository an opportunity to be heard:

        (a) The person is an undischarged bankrupt, whether in Bahrain or elsewhere; or
        (b) The person 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.

      • CSD-5.3.7

        Where the CBB refuses an application for approval under this section, the CBB need not give the person who was proposed to be appointed an opportunity to be heard.

      • CSD-5.3.8

        A licensed clearing house or central depository shall, as soon as practicable, give written notice to the CBB of the resignation or removal of its chairman, chief executive officer, director or person referred to in the notice issued by the CBB under paragraph CSD-5.3.2.

      • CSD-5.3.9

        The CBB may impose regulations relating to the composition and duties of the board of directors or any committee of a licensed clearing house or central depository.

      • CSD-5.3.10

        In this section, "committee" includes any committee of directors, disciplinary committee, appeals committee or any body responsible for disciplinary action against a member or depository participant of a licensed clearing house or central depository.

      • CSD-5.3.11

        The CBB may exempt any licensed clearing house or central depository, or a class of licensed clearing houses or central depositories from complying with rules CSD-5.3.1 or CSD-5.3.8, subject to such conditions or restrictions as may be imposed by the CBB.

      • CSD-5.3.12

        Where any appointment made in terms of section CSD-5.3 requires the approval of the CBB and the appointment is made without the approval of the CBB, such appointment shall be treated as null and void.