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 alicensed clearing house orcentral 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 thelicensed clearing house orcentral depository ; or(b) In relation to any otherperson operating alicensed clearing house orcentral depository , the profit and loss accounts and balance-sheet of theperson in respect of thelicensed clearing house orcentral 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 makingpayments ordeliveries or both in connection with transactions insecurities, or who provides facilities for comparison of data in respect of thesettlement ofsecurities transactions, to reduce the number ofsettlements ofsecurities transactions, or for allocation ofsecurities 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 acentral depository under itsdefault rules .CSD-B.2.12 [Version up to 30 June 2016]
"Default rules" in relation to a
licensed clearing house orcentral depository , means thebusiness rules of thelicensed clearing house orcentral depository which provide for the taking of proceedings or other action if aclearing member , orparticipant has failed, or appears to be unable or to be likely to become unable, to meet his obligations for all unsettled or open derivativesmarket 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 anydefault 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 2016CSD-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 2016CSD-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 2016CSD-B.2.18 [Version up to 30 June 2016]
"Issuer" means any
person making an issue ofsecurities .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 thelicensed clearing house orlicensed central depository ; and(b) To secure liabilities arising directly in connection with thelicensed clearing house orlicensed central depository , ensuring the performance of a market contract.Amended: April 2016CSD-B.2.20 [Version up to 30 June 2016]
"Market collateral" means
property held by, or deposited with, alicensed clearing house orlicensed central depository for the purpose of securing liabilities arising directly in connection with thelicensed clearing house orlicensed central depository , ensuring the performance ofmarket contracts .Amended: April 2016CSD-B.2.21 [Version up to 30 June 2016]
"Market contract or contracts" means:
(a) A contract subject to thebusiness rules of alicensed clearing house orlicensed central depository that is entered into between thelicensed clearing house and a member pursuant to a novation (however described), whether before or afterdefault proceedings have commenced, which is in accordance with thosebusiness rules and for the purposes of the clearing orsettlement of transactions using the clearing facility of thelicensed clearing house ; or(b) A transaction which is being cleared or settled using the clearing facility of alicensed clearing house and in accordance with thebusiness rules of thelicensed clearing house , whether or not a novation referred to in paragraph (a) is to take place.Amended: April 2016CSD-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) Bydelivery of the commodity underlying the futures contract;(c) Throughsettlement of the futures contract in accordance with thebusiness 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 ormarket 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 alicensed clearing house orlicensed central depository .Amended: April 2016CSD-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 theissuer's register as the owner ofsecurities .CSD-B.2.27 [Version up to 30 June 2016]
"Relevant office holder" means:
(a) Aperson acting in relation to a company as its liquidator, its provisional liquidator, its receiver, its receiver and manager, its judicial manager, or an equivalentperson ; or(b) Aperson acting in relation to an individual as his trustee in bankruptcy, the interim receiver of hisproperty or an equivalentperson .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 othersecurities 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 suchsecurities ;(c)Warrants ;(d)Units, rights or interests (however described) of theparticipants 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 toReal 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) Islamicsecurities , being those financial instruments that are Shari'a compliant.Amended: April 2016CSD-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 2016CSD-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 settlepayment obligations arising from the transactions of theparticipants of thelicensed clearing house that are cleared or settled by thelicensed 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 bothdelivery andpayment have occurred, thesettlement process is complete.CSD-B.2.33 [Version up to 30 June 2016]
Settlement , in relation to amarket contract , includes partialsettlement :(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 amarket 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 asmarket collateral under this Module insofar as it has been provided for that specified purpose; and(c) References in this Part tosettlement , in relation to amarket contract , are references to the discharge of the rights and liabilities of the parties to themarket 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 2016CSD-5.3 CSD-5.3 Approval of Chairman, Chief Executive Officer, Director and Key Persons
CSD-5.3.1
No
licensed clearing house orcentral depository shall appoint aperson as its chairman, chief executive officer or director, unless thelicensed clearing house orcentral depository has obtained the approval of the CBB.CSD-5.3.2
The CBB may, by notice in writing, require a
licensed clearing house orcentral depository to obtain the approval of the CBB for the appointment of anyperson to any key managementposition or committee of thelicensed clearing house orcentral depository, and thelicensed clearing house orcentral 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 orcentral 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 thelicensed clearing house orcentral 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 theperson is fit and proper to be so appointed;(b) Whether the appointment of theperson would be consistent with any applicable written law relating to the qualifications for theposition or the requirements for the composition of the board of directors, or any committee of thelicensed clearing house orcentral depository ; and(c) Whether it would be contrary to the interests of the public to approve the appointment of theperson .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 orcentral 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 orcentral depository an opportunity to be heard:(a) Theperson is an undischarged bankrupt, whether in Bahrain or elsewhere; or(b) Theperson 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 orcentral depository shall, as soon as practicable, give written notice to the CBB of the resignation or removal of its chairman, chief executive officer, director orperson 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 orcentral 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 orcentral depository .CSD-5.3.11
The CBB may exempt any
licensed clearing house orcentral depository, or a class oflicensed clearing houses orcentral 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.