Establishment of the Commission
There is hereby established a body corporate by the name of “Securities Commission” with perpetual succession and a common seal, and which may sue and be sued in its corporate name and, subject to and for the purposes of this Act, may enter into contracts and may acquire, purchase, take, hold and enjoy movable and immovable property of every description and may convey, assign, surrender, yield up, charge, mortgage, demise, reassign, transfer or otherwise dispose of, or deal with, any movable or immovable property or any interest vested in the Commission upon such terms as it deems fit.
Membership of the Commission
(1) The Commission shall consist of the following members who shall be appointed by the Minister:
(a) a Chairman, who shall be an Executive Chairman;
(aa) a Deputy Chief Executive;
(b) four members representing the Government; and
(c) three other persons.
(2) The Chairman shall be entrusted with the day-to-day administration of the Commission.
(3) In the event of the Chairman being absent or unable to act due to illness or any other cause, the Deputy Chief Executive shall carry out the functions of the Chairman.
Disqualification of members
No person shall be appointed to be or shall remain as a member of the Commission who holds full-time office in any public listed company.
Tenure of office
Subject to such conditions as may be specified in his instrument of appointment, a member of the Commission shall hold office for a term not exceeding three years and is eligible for reappointment.
Resignation and revocation
(1) The appointment of any member may at any time be revoked by the Minister.
(2) A member may at any time resign his office by a written notice addressed to the Minister.
Vacation of office
The office of a member of the Commission shall be vacated—
(a) if he dies;
(b) if he has been convicted of any offence under the law;
(c) if he becomes bankrupt;
(d) if he is of unsound mind or is otherwise incapable of discharging his duties; or
(e) if he absents himself from three consecutive meetings of the Commission without leave of the Chairman.
Remuneration or allowance
Members of the Commission or any other person invited to attend any meeting or deliberation of the Commission under section 11 may be paid such remuneration or allowance as the Minister may determine.
Meetings
(1) The Commission shall meet as often as may be necessary for the performance of its functions.
(2) The quorum of the Commission shall be five.
(3) Subject to the provisions of this Act, the Commission shall determine its own procedure.
Commission may invite others to meetings
The Commission may invite any person to attend any meeting or deliberation of the Commission for the purpose of advising it on any matter under discussion, but any person so attending shall have no right to vote at the said meeting or deliberation.
Common seal
(1) The Commission shall have a common seal and such seal may from time to time be broken, changed, altered and made anew as the Commission may think fit.
(2) Until a seal is provided by the Commission, a stamp bearing the words “Securities Commission” may be used and shall be deemed to be the common seal of the Commission.
(3) The common seal shall be kept in the custody of the Chairman or such other person as may be authorized by the Commission, and shall be authenticated by either the Chairman or such authorized
person or by any officer authorized by the Chairman in writing; and all deeds, documents and other instruments purporting to be sealed with the said seal, authenticated as aforesaid, shall, until the contrary is proven, be deemed to have been validly executed:
Provided that any document or instrument which, if executed by a person not being a body corporate, would not be required to be under seal may in like manner be executed by the Commission, and any such document or instrument may be executed on behalf of the Commission by any officer or servant of the Commission generally or specifically authorized by the Commission in that behalf.
(4) The common seal of the Commission shall be taken judicial notice of for all official purposes.
Disclosure of interest
(1) A member of the Commission or any committee who has or acquires a direct or indirect interest in relation to any matter under discussion by the Commission or committee shall disclose to the Commission or committee, as the case may be, the existence of his interest and nature thereof.
(2) (Deleted by Act A926).
(3) A disclosure under subsection (1) shall be recorded in the minutes of the Commission or committee, as the case may be, and, after the disclosure, the member—
(a) shall not take part nor be present in any deliberation or decision of the Commission or committee, as the case may be; and
(b) shall be disregarded for the purpose of constituting a quorum of the Commission or committee, as the case may be, relating to the matter.
(4) Any member of the Commission or committee who fails to disclose his interest as provided under subsection (1) shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding two hundred and fifty thousand ringgit or imprisonment for a term not exceeding five years or to both.
(5) No act or proceedings of the Commission or committee shall be invalidated on the ground that any member of the Commission or committee has contravened the provisions of this section.
(6) (Deleted by Act A926).
Minutes
(1) The Commission or committee shall cause minutes of all their meetings to be maintained and kept in a proper form.
(2) Any minutes made of meetings of the Commission or committee, if duly signed, shall, in any legal proceedings, be admissible as prima facie evidence of the facts stated therein and every meeting of the Commission or committee in respect of the proceedings of which minutes have been so made shall be deemed to have been duly convened and held and all members thereat to have been duly qualified to act.
Functions of the Commission
(1) The Commission shall have the following functions:
(a) to advise the Minister on all matters relating to securities and futures industries;
(b) to regulate all matters relating to securities and futures contracts;
(c) to ensure that the provisions of the securities laws are complied with;
(d) to regulate the take-overs and mergers of companies;
(e) to regulate all matters relating to unit trust schemes;
(f) to be responsible for supervising and monitoring the activities of any exchange holding company, exchange, clearing house and central depository;
(g) to take all reasonable measures to maintain the confidence of investors in the securities and futures markets by ensuring adequate protection for such investors;
(h) to promote and encourage proper conduct amongst participating organizations, participants, affiliates, depository participants and all licensed or registered persons of an exchange, clearing house and central depository, as the case may be;
(i) to suppress illegal, dishonourable and improper practices in dealings in securities and trading in futures contracts, and the provision of investment advice or other services relating to securities or futures contracts;
(j) to consider and make recommendations for the reform of the law relating to securities and futures contracts;
(k) to encourage and promote the development of securities and futures markets in Malaysia including research and training in connection thereto;
(l) to encourage and promote self-regulation by professional associations or market bodies in the securities and futures industries;
(m) to license and supervise all licensed persons as may be provided for under any securities law;
(n) to promote and maintain the integrity of all licensed persons in the securities and futures industries.
(2) (Deleted by Act A987).
(3) The Commission shall have the functions and powers conferred upon it by or under the securities laws.
(4) Nothing in paragraph (1)(l) shall limit or otherwise affect the functions of the Commission.
(5) For the purposes of this section, “depository participants” means persons to whom section 9 of the Securities Industry (Central Depositories) Act 1991 apply.
Powers of the Commission
The Commission shall have all such powers as may be necessary for or in connection with, or reasonably incidental to, the performance of its functions under the securities laws.
Delegation of Commission’s functions or powers
(1) The Commission may delegate any of its functions or powers, other than its power under section 159, to—
(a) any of the members of the Commission;
(b) any committee established by the Commission; or
(c) any employee of the Commission.
(2) A delegation under this section shall not prevent the concurrent performance or exercise by the Commission of the functions or powers delegated.
Commission may establish committee
(1) The Commission may establish such committee as it considers necessary or expedient to assist it in the performance of its functions under this Act.
(2) The Commission may appoint any person to be a member of any committee established under subsection (1).
(3) A committee established under this section may elect any of its members to be chairman and may regulate its own procedure and, in the exercise of its powers under this subsection, such committee shall be subject to and act in accordance with any direction given to the committee by the Commission.
(4) Meetings of a committee established under this section shall be held at such times and places as the chairman of the committee may, subject to subsection (3), determine.
(5) A committee may invite any person for the purpose of advising it on any matter under discussion to attend any meeting of the committee but the person so invited shall not be entitled to vote at any such meeting.
(6) The members of a committee or any person invited to attend any meeting of a committee may be paid such allowances and other expenses as the Commission may determine.
(7) Section 5 shall apply to a member of a committee established under this section in the same manner as it applies to a member of the Commission.
Power of the Minister to give directions and require information
(1) The Minister may, from time to time, give to the Commission directions of a general character not inconsistent with this Act relating to the Commission’s functions and such directions shall be binding on the Commission.
(2) The Commission shall furnish the Minister with such returns, accounts and information with respect to the performance of any of its functions under the securities laws as the Minister may from time to time require.
Appointment of officers and servants of the Commission
(1) The Commission may from time to time employ persons who shall be paid such remuneration and allowances and shall hold their employment on such other terms and conditions as the Commission shall determine.
(2) The Commission may make arrangements for the payment to its officers and servants and their dependants of such retirement benefits, gratuities or other allowances as it may determine.
Regulations with respect to discipline
(1) The Commission may from time to time, make regulations with respect to the discipline of its officers and servants.
(2) The regulations made under this section may include provisions for—
(a) the interdiction with reduction in salary or in other remuneration; and
(b) the suspension without salary or other remuneration,
of an officer or servant of the Commission during the pendency of disciplinary proceedings against him.
(3) The regulations made under this section shall, in prescribing the procedure for disciplinary proceedings, provide for an opportunity for representations to be made by the person against whom the disciplinary proceedings are taken before a decision is arrived at by the Commission on the disciplinary charge laid against such person.
Power to grant loans and make advances to its officers and servants
(1) The Commission may grant loans and make advances, including study loans and scholarships, to its officers and servants or to other persons on such terms and conditions as the Commission may determine.
(2) In this section, the term “officers and servants” includes the Chairman and the Deputy Chief Executive.
Commission may establish and participate in body corporate
22A . The Commission may, with the approval of the Minister, establish and participate in any body corporate for the purpose of promoting research and training in relation to the securities and futures industries.
Source: Laws of Malaysia, Attorney General's Chambers of Malaysia (lom.agc.gov.my). Not a copy of the Gazette printed by the Government Printer (Interpretation Acts 1948 and 1967, s 61).
