PART - VI

POWERS AND FUNCTIONS

20.  Powers and functions of the Commission.- (1)  The Commission shall have all such powers as may be necessary to perform its duties and functions under this Act.

(2)  The Commission may, having regard to its functions and to exercise its powers efficiently, organize itself into divisions, wings or such other sub-divisions as it may consider expedient.

(3)   The Commission may, from time to time, identify the matters requiring the Board to make policy decisions and may also make recommendations regarding policy to the Board for its consideration.

(4)   The Commission shall be responsible for the performance of the following functions:

(a)   regulating the issue of securities;

(b)   regulating the business in Stock Exchanges and any other securities markets;

(c)   supervising and monitoring the activities of any central depository and Stock Exchange clearing house;

(d)   registering and regulating the working of stock brokers, sub-brokers, share transfer agents, bankers to an issue, trustees of trust deeds, registrars to an issue, underwriters, portfolio managers, investment advisers and such other intermediaries who may be associated with the securities markets in any manner;

(e)  proposing regulations for the registration and regulating the working of collective investment schemes, including unit trust schemes;

(f)  promoting and regulating self-regulatory organizations including securities industry and related organizations such as Stock Exchanges and associations of mutual funds, leasing companies and other NBFIs;

(g)  prohibiting fraudulent and unfair trade practices relating to securities markets;

(h)  promoting investors’ education and training of intermediaries of securities markets;

(i)   conducting investigations in respect of matters related to this Act and the Ordinance and in particular for the purpose of investigating insider trading in securities and prosecuting offenders;

(j)    regulating substantial acquisition of shares and the merger and take-over of companies;  

(k)   calling for information from and undertaking inspections, conducting inquiries and audits of the Stock Exchanges and intermediaries and self-regulatory organizations in the securities market;

(l)    considering and suggesting reforms of the law relating to companies and bodies corporate, securities markets, including changes to the constitution, rules and regulations of companies and bodies corporate, Stock Exchanges or clearing houses;

(m)   encouraging the organized development of the capital market and the corporate sector in Pakistan;

(n)    conducting research in respect of any of the matters set out in this sub-section;

(o)    performing such functions and exercising such powers of the Authority, including any powers of the Federal Government delegated to the Authority, (other than the power to make any rules or regulations) under the provisions of the Ordinance, the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 (XXXI of 1980) and under any other law for the time being in force under which any function or power has been conferred on the Authority including, but not limited to, the functions and powers set out in the Schedule to this Act;[^Omitted]

(p)    performing such functions and exercising such powers (other than the power to make any rules or regulations) under the Ordinance or any other law for the time being in force as may, after the commencement of this Act, be delegated to it by the Federal Government and exercising any power or performing any functions conferred on it by or under any other law for the time being in force;

(q)   proposing regulations in respect of all or any of the aforesaid matters for the consideration and approval of the Board[; and]

[(r)  exercising all powers, discharging all duties and performing all functions assigned to the Commission under, and generally administering, the Law of Insurance;

(s)   ensuring and monitoring compliance by insurers, insurance surveyors and insurance intermediaries of all laws, rules and regulations pertaining to insurance for the time being in force;

(t)   regulating professional organizations connected with the insurance business; and

(u)   encouraging the organized development of the insurance market in Pakistan.]

(5)   Without prejudice to the provisions of sub-section (4), the approval of the Commission shall be required by-

(a)   all public companies incorporated in Pakistan which intend to issue or offer for sale securities in markets outside Pakistan or to list such securities on a Stock Exchange outside Pakistan, in each case, whether directly or through an intermediary;

(b)   all bodies corporate incorporated outside Pakistan which or persons who intend to issue or offer for sale, securities to the public in Pakistan or to list such securities on a Stock Exchange; and

(c)  all bodies corporate incorporated outside Pakistan which are already listed on a Stock Exchange, for the listing of and quotation for any additional securities.

(6)  In performing its functions and exercising its powers, the Commission shall strive-

(a)  to maintain facilities and improve the performance of companies and of securities markets, in the interest of commercial certainty, reducing business costs, and efficiency and development of the economy;

(b)   to maintain the confidence of investors in the securities markets by ensuring adequate protection for such investors;

(c)   to achieve uniformity in how it performs those functions and exercise those powers;

(d)   to administer laws effectively but with a minimum of procedural requirements;

(e)   to receive, process, and store, efficiently and quickly, the documents lodged with, and the information given to, it under this Act, the Ordinance or any other law;

(f)    to ensure that the documents, and the information referred to in clause (e) are available as soon as possible for access by the public; [^Omitted]

[(fa)  to maintain the confidence of holders of insurance policies by protecting the interests of policy holders and beneficiaries of insurance policies in all matters, including assignment of insurance policies, nomination by policy holders, insurable interest, surrender value of policies of life insurance, and other terms and conditions of contracts of insurance;

(fb)    to improve existing methods and devise new options for the expeditious settlement of claims and disputes between insurers and policy holders and between insurers and intermediaries;

(fc)    to promote efficiency in the conduct of insurance business;

(fd)    to promote the establishment and development of professional and educational organizations connected with insurance business with a view to improving the quality of insurance services in the country;

(fe)    to promote awareness among consumers with respect to the benefits of insurance and the existence of measures to safeguard the interests of mortgagers, mortgagees and potential policy holders; and

(g)     to take whatever action it can take, and is necessary, in order to enforce and give effect to the Act[, the Ordinance, the Law of Insurance] or any other law.

(7)     The Commission, and the Commissioner or officer to whom any of the functions or powers have been delegated under section 10 may, for the purposes of a proceeding or enquiry, require anyone-

(a)     to produce before, and to allow to be examined and kept by, an officer of the Commission specified in this behalf, any books, accounts or other documents in the custody or under the control of the person so required, being documents relating to any matter the examination of which may be considered necessary by the Commission or such Commissioner or officer; and

(b)     to furnish to an officer of the Commission specified in this behalf such information and documents in his possession relating to any matter as may be necessary for the purposes of the proceeding or enquiry.

21.   Functions and powers of the Board.- (1) Subject to the provisions of this Act, the Board shall-

(a)  when so asked to do and after consultation with the Commission, advise the Federal Government on all matters relating to-

(i)   the securities industry [and insurance industry];

(ii)   regulation of companies and corporate sector and protection of the interests of investors;

[(iia)   regulation of the insurance sector and protection of the interests of insurance policy holders;]

(iii)    measures to encourage self-regulation by the Stock Exchanges[, insurers, insurance intermediaries, insurance surveyors] and NBFIs by specifying the standards for such self regulatory organizations;

(iv)    measures to promote the development of and to regulate the securities market [and the insurance  market] and

(v)    other related matters;

[(b)   consider and approve (with or without modification) any regulations with respect to implementation of policy decisions, proposed to be made by the Commission under the Act;]

(c)   consider and approve (with or without modification) the budget for each financial year of the Commission prepared and submitted to it pursuant to the provisions of sub-section (2) of section 24;

(d)    express its opinion in writing on any policy matter referred to it by the Federal Government or the Commission;

(e)    oversee the performance of the Commission to the extent that the purposes of this Act are achieved;

(f)     exercise all such powers and perform all such functions as are conferred or assigned to it under this Act; and

(g)    specify fees, penalties and other charges chargeable by the Commission for carrying out the purposes of this Act.

(2)    All policy decisions, including any change in previously established policy, in respect of all and any matters within the jurisdiction of the Commission shall be made only by the Board.  The Board may make policy decisions suo motu or adopt such policy recommendations of the Commission, with or without modification, as the Board may deem fit in its sole discretion.

22.     Supplementary provisions.- (1) All guidelines, decisions and directives whether of the Board or the Commission shall be in writing expressed by resolutions, orders or in such other form as may be appropriate in the circumstances and shall be authenticated in the manner prescribed by the regulations and where so provided by regulations, also sealed with the seal of the Commission.

(2)     All policy decisions and directives of the Board and the Commission respectively shall be published in the official Gazette and the Board and the Commission shall make such publications available to the public.

(3)    The Commission shall, in adjudicating upon the rights of any person whose application on any matter it is required to consider in the exercise of any power or function under this Act, give the reasons for its decision after giving the person concerned a personal hearing, in addition to any written applications or submission which may be required to be made.

(4)   The Commission when exercising its powers under this Act shall have regard, so far as relevant to the circumstances of the particular case, to-

(a)   the viability of the company or body corporate;

(b)   the quality and capability of the management of the company or body corporate;

(c)   the suitability for listing of the company or body corporate on a Stock Exchange where applicable;

(d)   the interest of public investors, existing or potential, in the company or body corporate;

[(da)  the professional competence and capability of persons engaged in the provision of services in the insurance industry;

(db)   the interest of insurance policy holders, existing or potential, where applicable;]

(e)    any policy decision or directives of the Board; and

(f)     the general public interest.

(5)    Subject to the compliance of the provisions of sub-section (3), section 24A of the General Clauses Act, 1897 ( X of 1897), shall apply to any order made or direction given under this Act.