ONLINE VERSION OF UPDATED

Interpretation 2A.

References to “this Act”

Electronic filing of books 2F.

Power of Commission to specify form and manner of keeping or maintaining books 2G.

Power of Commission to access books kept or maintained otherwise than in writing 2H.

Power of Commission to require production, etc. of books kept or maintained otherwise than in writing

Board of Commission

4 Laws of Malaysia ACT 498

Section 4A.

Appointment of members of Board 4B.

Chairman and Deputy Chief Executive 5.

Disqualification of Board members 6.

Tenure of office 7.

Resignation 8.

Revocation of appointment 9.

Remuneration or allowance 10.

Meetings 11.

Board may invite others to meeting 12.

Common seal 13.

Disclosure of interest 14.

Minutes 15.

Functions of the Commission 16.

Powers of the Commission 17.

Delegation of Board’s and Chairman’s functions 18.

Board committee 18A.

Procedures of Board committee 19.

Power of the Minister to give directions and require information 20.

Appointment of officers of the Commission 21.

Commission may issue policies on discipline and ethical behaviour 22.

Power to grant loans and make advances to its officers 22A. Commission may establish and participate in body corporate

Levies 25.

Conservation of the Fund 26.

Expenditure to be charged on the Fund

Securities Commission Malaysia 5

Section 27.

Commission’s financial year 28.

Annual report 29.

Accounts 30.

Power to borrow 31.

Investment

PART IIIA

AUDIT OVERSIGHT BOARD

Preliminary

Establishment and Functions of Audit Oversight Board

Board

Finance

4

Undang-Undang Malaysia

Seksyen 4A. Pelantikan anggota Lembaga 4B. Pengerusi dan Timbalan Ketua Eksekutif

Contribution 31J.

Expenditure to be charged on Audit Oversight Board Fund

6 Laws of Malaysia ACT 498

Section 31K. Investment 31L. Annual Report and accounts 31M. Statutory Bodies (Accounts and Annual Report) Act 1980

Registration or Recognition as Auditor of Public Interest Entity or Schedule Fund

Setting Auditing and Ethical Standards

Securities Commission Malaysia 7

Section 31Z. Sanctions

31ZA. (Deleted)

31ZB. Appeal 31ZC. Duty to report to relevant authorities 31ZD. Cooperation, coordination and sharing of information

PART IIIB

MANAGEMENT OF SYSTEMIC RISK IN THE CAPITAL MARKET

31ZE. Interpretation 31ZF. Information for purpose of systemic risk 31ZG. Power of Commission to issue directive for systemic risk 31ZH. Arrangement with other supervisory authorities

31ZI. Establishment of Shariah Advisory Council for Islamic capital market 31ZJ. Functions of Shariah Advisory Council 31ZK. Appointment of members of Shariah Advisory Council 31ZL. Secretariat to Shariah Advisory Council 31ZM. Advice or ruling Shariah Advisory Council 31ZN. Reference to Shariah Advisory Council for ruling from court or arbitrator 31ZO. Effect of Shariah ruling 31ZP. Shariah Advisory Council ruling prevails

8 Laws of Malaysia ACT 498

DIVISION I

Proposals in Relation to Securities

Section 32 – 32B. (Deleted)

Take-Overs, Mergers and Compulsory Acquisitions

33 – 34C. (Deleted)

Prospectus

35 – 65.

(Deleted)

DEBENTURES

Subdivision 1—Trust deeds, duties of trustees, borrowers, etc.

66 – 91.

(Deleted)

Subdivision 2—General 92 – 95.

(Deleted)

Securities Commission Malaysia 9

UNIT TRUST SCHEMES AND PRESCRIBED INVESTMENT

SCHEMES

Section 96 – 124.

(Deleted)

PART IVA

AGREEMENT OR ARRANGEMENT FOR TRANSFER

OF BUSINESS

124A – 124B. (Deleted)

Suruhanjaya Sekuriti Malaysia 5

Seksyen

BAHAGIAN IIIA

LEMBAGA PEMANTAUAN AUDIT

Permulaan

Penubuhan dan Fungsi Lembaga Pemantauan Audit

31EA. Lembaga Pemantauan Audit boleh menubuhkan jawatankuasa

10 Laws of Malaysia ACT 498

Section

Lembaga Pemantauan Audit

6

Undang-Undang Malaysia

Kewangan

Seksyen 31H. Kumpulan Wang Lembaga Pemantauan Audit

Lembaga Pemantauan Audit

Pendaftaran atau pengiktirafan sebagai Juruaudit Entiti

Berkepentingan Awam atau Kumpulan Wang Jadual

Penolakan pendaftaran atau pemberian pengiktirafan 31Q. Kuasa untuk membatalkan, menarik balik atau menggantung pendaftaran atau pengiktirafan 31R.

Pemberitahuan tentang penolakan, pembatalan atau penggantungan 31S.

(Dipotong)

Mengadakan Piawaian Pengauditan dan Etika

Suruhanjaya Sekuriti Malaysia 7

Permitted disclosure in civil enforcement proceedings 148B.

Confidentiality of supervisory information

Seksyen 31V. Pemeriksaan

31ZA. (Dipotong)

31ZB. Rayuan

31ZC. Kewajipan untuk melaporkan kepada pihak berkuasa yang berkaitan

31ZD. Kerjasama, penyelarasan dan perkongsian maklumat

BAHAGIAN IIIB

PENGURUSAN RISIKO SISTEMATIK DALAM PASARAN MODAL

31ZE. Tafsiran 31ZF. Maksud bagi maksud risiko sistematik 31ZG. Kuasa Suruhanjaya untuk mengeluarkan arahan bagi risiko sistematik 31ZH. Perkiraan dengan pihak berkuasa penyeliaan lain

8

Undang-Undang Malaysia

Seksyen 31ZI.

Penubuhan Majlis Penasihat Syariah bagi pasaran modal Islam 31ZJ.

Fungsi Majlis Penasihat Syariah 31ZK. Pelantikan anggota Majlis Penasihat Syariah 31ZL. Urus setia Majlis Penasihat Syariah 31ZM. Nasihat atau keputusan Majlis Penasihat Syariah 31ZN. Rujukan kepada Majlis Penasihat Syariah bagi keputusan daripada mahkamah atau penimbang tara 31ZO. Kesan keputusan Syariah 31ZP. Keputusan Majlis Penasihat Syariah terpakai

Securities Commission Malaysia 11

Section 159A. Power to amend schedules 160.

Immunity 160A. Power to issue directions to discharge Government’s international obligation under United Nations Security Council Resolutions

DAN PERCANTUMAN

Cadangan Berhubungan Dengan Sekuriti

32 – 32B. (Dipotong)

Pengambilalihan, Pencantuman Dan Pengambilan Wajib

33 – 34C.

(Dipotong)

Prospektus 35 – 65.

(Dipotong)

Suruhanjaya Sekuriti Malaysia 9

DEBENTUR

Subpenggal 1 — Surat ikatan amanah, tugas pemegang amanah, peminjam, dsb.

Seksyen 66 – 91.

(Dipotong)

Subpenggal 2— Am

92 – 95.

(Dipotong)

SKIM AMANAH SAHAM DAN SKIM PELABURAN

YANG DITETAPKAN

96 – 124.

(Dipotong)

BAHAGIAN IVA

PERJANJIAN ATAU PERKIRAAN BAGI PEMINDAHAN PERNIAGAAN

124A – 124B. (Dipotong)

SCHEDULE 1

SCHEDULE 2

10

Undang-Undang Malaysia

Seksyen

SCHEDULE 3 (Deleted)

Penyiasat

SCHEDULE 4 (Deleted)

SCHEDULE 5 (Deleted)

13

Act 498

An Act to establish the Securities Commission Malaysia and to provide for matters connected therewith and incidental thereto.

[1 March 1993, P.U. (B) 571/1999]

BE IT ENACTED by the Seri Paduka Baginda Yang di-Pertuan

Agong with the advice and consent of the Dewan Negara and Dewan

Rakyat in Parliament assembled, and by the authority of the same, as follows:

PART I

PRELIMINARY

Short title and commencement

1. (1)

This Act may be cited as the Securities Commission

Malaysia Act 1993.

(2)

This Act shall come into force on such date as the Minister may, by notification in the Gazette, appoint.

Interpretation

2. (1)

In this Act, unless the context otherwise requires—

“affiliate” has the meaning assigned to it in the Capital Markets and

Services Act 2007 [Act 671];

“appointed day” means the day on which this Act comes into force;

14 Laws of Malaysia ACT 498

“Audit Oversight Board” means the Audit Oversight Board established under section 31C;

“Bank Negara Malaysia” means the Central Bank of Malaysia established under the Central Bank of Malaysia Act 2009 [Act 701];

“Board” means the Board established under section 4;

“Board committee” means any committee established by the Board under section 18;

“books” has the meaning assigned to it in the Capital Markets and

Services Act 2007;

“capital market” has the meaning assigned to it in the Capital

Markets and Services Act 2007;

“capital market products” has the meaning assigned to it in the

Capital Markets and Services Act 2007;

“central depository” has the meaning assigned to it in the Capital

Markets and Serivces Act 2007;

“Chairman” means the Chairman of the Commission appointed under paragraph 4(2)(a);

“clearing house” means a clearing house approved under the

Capital Markets and Services Act 2007;

“Commission” means the Securities Commission Malaysia established under section 3;

“company” has the meaning assigned to it in the Companies Act 1965 [Act 125];

“corporation” has the meaning assigned to it in the Companies Act 1965;

“Court” means—

Securities Commission Malaysia 15

(a)

a High Court established under Article 121 of the

Federal Constitution or a Judge of the High Court; or

(b)

a Sessions Court or a Magistrate’s Court established under section 3 of the Subordinate Courts Act 1948 [Act 92] or a Sessions Court Judge or a Magistrate;

“dealing in derivatives” has the meaning assigned to it in the

Capital Markets and Services Act 2007;

“dealing in securities” has the meaning assigned to it in the Capital

Markets and Serivces Act 2007;

“Deputy Chief Executive” means the Deputy Chief Executive appointed under paragraph 4(2)(b);

“derivatives” has the meaning assigned to it in the Capital Markets and Services Act 2007;

“derivatives exchange” has the meaning assigned to it in the Capital

Markets and Services Act 2007;

“derivatives market” has the meaning assigned to it in the Capital

Markets and Serivces Act 2007;

“director” has the meaning assigned to it in the Capital Markets and

Services Act 2007;

“document” has the meaning assigned to it in the Evidence Act 1950 [Act 56];

“exchange” means a stock exchange established under the Capital

Markets and Services Act 2007;

“exchange holding company” has the meaning assigned to it in the

Capital Markets and Services Act 2007;

“Fund” means the fund established under section 23;

16 Laws of Malaysia ACT 498

“Islamic capital market business or transaction” means—

Part IIIA or Part VI of the Capital Markets and Services

Act 2007;

“Islamic capital market product” has the meaning assigned to it in the Capital Markets and Services Act 2007;

“licensed person” means a person licensed under the Capital

Markets and Services Act 2007;

“Minister” means the Minister for the time being charged with the responsibility for finance;

“officer”, in relation to—

Commission appointed under section 125; and

Companies Act 1965;

“participant” has the meaning assigned to it in the Capital Markets and Services Act 2007;

Securities Commission Malaysia 17

“participating organization” has the meaning assigned to it in the

Capital Markets and Serivces Act 2007;

“prescribed”, where no manner of prescribing is provided, means prescribed from time to time by regulations or order published in the

Gazette;

“prescribed investment” has the meaning assigned to it in the

Capital Markets and Services Act 2007;

“prescribed investment scheme” has the meaning assigned to it in the Capital Markets and Services Act 2007;

“private retirement scheme” has the meaning assigned to it in the

Capital Markets and Services Act 2007;

“public interest entity” means the entity specified in Part 1 of

Schedule 1;

“recognized market” has the meaning assigned to it in the Capital

Markets and Services Act 2007;

“record” includes information stored or recorded by means of a computer, electronic or digital medium or any other means of storage or recording;

“schedule fund” means the funds specified in Part 2 of Schedule 1;

“stock exchange” has the meaning assigned to it in the Capital

Markets and Services Act 2007;

“securities” has the meaning assigned to it in the Capital Markets and Services 2007;

“securities laws” means—

18 Laws of Malaysia ACT 498

[Act 453];

“self-regulatory organization” has the meaning assigned to it in the

Capital Markets and Services Act 2007;

“Shariah Advisory Council” means the Shariah Advisory Council established under the section 31ZI;

“specify”, where no manner of specifying is mentioned, means specify from time to time in writing; and a power to specify includes the power to specify differently for different persons or different classes, categories or descriptions of persons;

“trade repository” has the meaning assigned to it in the Capital

Markets and Services Act 2007;

“unit trust scheme” has the meaning assigned to it in the Capital

Markets and Services Act 2007;

References to “this Act”

2A. Any reference in this Act to “this Act” shall, unless otherwise expressly stated, include a reference to any regulations, rules, orders, notifications or other subsidiary legislation made under this Act.

2B. (Deleted by Act A1305).

Securities Commission Malaysia 19

2C. (Deleted by Act A1305).

Registers

2D. (1) The Commission may keep such registers as it considers necessary in such form as it deems fit.

(2)

Any person may, on payment of the prescribed fee—

(a)

inspect any prospectus or deed relating to a unit trust scheme or prescribed investment scheme that is lodged with the Commission; or

(b)

require a copy of or extract from any document that he is entitled to inspect pursuant to paragraph (a).

(3)

If a reproduction or transparency of a document is produced for inspection, a person is not entitled pursuant to paragraph (2)(a) to require the production of the original of that document.

(4)

The reference in paragraph (2)(b) to a document includes, where a reproduction or transparency of that document has been incorporated with a register kept by the Commission, a reference to that reproduction or transparency and where such a reproduction or transparency has been so incorporated, a person is not entitled pursuant to that paragraph to a copy of or extract from the original of that document.

(5)

A copy of or extract from any document, including a copy produced by way of microfilm, lodged with the Commission and certified to be a true copy or extract by any officer authorized by the

Commission shall in any proceedings be admissible in evidence as of equal validity with the original document.

(6)

A reference in subsection (5) to a document includes, where a reproduction or transparency of that document has been incorporated with a register kept by the Commission, a reference to that reproduction or transparency.

20 Laws of Malaysia ACT 498

Electronic filing of books

2E. (1) The Commission may provide a service for the electronic filing, lodging or submission of books required by any of the provisions of the securites laws to be filed or lodged with or submitted to the Commission.

(2)

A person who intends to use the service provided under subsection (1) shall become a subscriber to the service by paying the prescribed fee, if any, and by complying with such terms and conditions as may be determined by the Commission.

(3)

Only a subscriber to the service provided under subsection (l), or such other person as the Commission may allow, may electronically file or lodge books with or submit books to the

Commission.

(4)

A book electronically filed, lodged or submitted under this section shall be deemed to have satisfied the requirement for filing, lodgement or submission if the book is communicated or transmitted to the Commission in such manner as may be specified by the

Commission.

(6)

A book that is required to be stamped, signed or sealed shall, if it is to be electronically filed, lodged or submitted, be certified or authenticated in such manner as may be specified by the

Commission.

(7)

A copy of or an extract from any book electronically filed or lodge with or submitted to the Commission under subsection (1), supplied or issued by the Commission and certified to be a true copy thereof or extract therefrom by any officer authorized by the

Commission, shall be admissible in evidence in any proceedings as of equal validity as the original book.

Securities Commission Malaysia 21

(8)

Where a book is electronically filed or lodged with or submitted to the Commission, the Commission or its authorized agents shall not be liable for any loss or damage suffered by any person by reason of any error or omission, of whatever nature or however arising, appearing in any book obtained by any person under the service referred to in subsection (1) if such error or omission was made in good faith and in the ordinary course of the discharge of the duties of the Commission or of its authorized agents or occurred or arose as a result of any defect or breakdown in the service or in the equipment used for the provision of the service.

Power of Commission to specify form and manner of keeping or maintaining books

2F. (1) Where under any of the provisions of the securities laws any person is required, or power is given to the Commission to require any person, to keep or maintain any book, the Commission may specify the form and manner in which such book is to be kept or maintained.

(2)

The person referred to in subsection (1) shall take all reasonable precautions, including such precautions as may be specified by the Commission, to prevent damage to, or destruction or falsification of, such book.

Power of Commission to access books kept or maintained otherwise than in writing

2G. (1)

Where under any of the provisions of the securities laws, power is given to the Commission—

22 Laws of Malaysia ACT 498

Power of Commission to require production, etc., of books kept or maintained otherwise than in writing

2H. (1) Where under any of the provisions of the securities laws, power is given to the Commission to allow the Commission to require the production of, search for, seize, take possession of, secure against interference or detain any book, the Commission may require the production of, search for, seize, take possession of, secure against interference or detain any storage or recording device in which the book is stored or recorded.

(2)

For the purposes of this section, the Commission may require any person who is involved in the compilation of the book, or in the storing or recording of the book in a storage or recording device, to

Securities Commission Malaysia 23

make a statement providing an explanation of how to secure access to the book.

PART II

SECURITIES COMMISSION MALAYSIA

Establishment of the Commission

3. There is hereby established a body corporate by the name of

“Securities Commission Malaysia” 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.

Board of Commission

4. (1) There shall be a Board of the Commission.

24 Laws of Malaysia ACT 498

Commission and keep under constant review the performance of the Commission in giving effect to its objects, carrying out its functions and the use of the financial resources of the Commission; and

Appointment of members of Board

4A. (1)

A person to be appointed as the Chairman or the Deputy

Chief Executive under section 4 shall be a person of integrity and impeccable reputation with proven experience and recognized knowledge in the financial or capital markets.

Securities Commission Malaysia 25

Chairman and Deputy Chief Executive

4B. (1) The Chairman shall be entrusted with the day-to-day administration and management of the Commission and may, unless otherwise provided under the securities laws or any other written law, exercise all powers and do all acts which may be exercised or done by the Commission under the securities laws or any other written law.

Chairman to act due to any cause, the Deputy Chief Executive shall carry out the functions of the Chairman.

Deputy Chief Executive is absent or unable to act due to any cause, a senior member of management of the Commission designated by the

Board shall carry out the functions of the Chairman.

Disqualification of Board members

5. (1) No person shall be appointed to be or remain as a member of the Board if he—

26 Laws of Malaysia ACT 498

Representatives or any Legislative Assembly;

(f)

is or becomes involved in any activity which may interfere with his independence in discharging his functions.

Tenure of office

6. (1) The Chairman shall be appointed for a term of three years and shall be eligible for reappointment for the same term.

Board shall be appointed for a term of two years and shall be eligible for reappointment for the same term.

Resignation

7. A member of the Board may, at any time, resign his office by giving notice in writing to the Minister.

Securities Commission Malaysia 27

Revocation of appointment

8. The Minister may, at any time, revoke the appointment of a member of the Board if the member—

Minister and in the case of the Deputy Chief Executive or other members of the Board, without leave of the

Chairman;

Remuneration or allowance

9. Members of the Board or any other person invited to attend any meeting or deliberation of the Board under section 11 may be paid such remuneration or allowance as the Minister may determine.

Meetings

10. (1) The Board shall meet as often as may be necessary for the performance of its functions.

(2)

The quorum of the Board shall be five.

28 Laws of Malaysia ACT 498

(3)

Subject to the provisions of this Act, the Board shall determine its own procedure.

Board may invite others to meeting

11. The Board may invite any person to attend any meeting or deliberation of the Board for the purpose of advising the Board on any matter under discussion, but the person so invited shall not be entitled to vote at the said meeting or deliberation.

Common seal

12. (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 Malaysia” 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.

Securities Commission Malaysia 29

Disclosure of interest

13. (1) A member of the Board or any member of the Board committee who has or acquires a direct or indirect interest in relation to any matter under discussion by the Board or Board committee shall disclose to the Board or Board committee, as the case may be, the existence of his interest and the nature of that interest.

(2)

(Deleted by Act A926).

(3)

A disclosure under subsection (1) shall be recorded in the minutes of the Board or Board 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 Board or Board committee, as the case may be; and

(b)

shall be disregarded for the purpose of constituting a quorum of the Board or Board committee, as the case may be, relating to the matter.

(4)

Any member of the Board or Board 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 Board or Board committee shall be invalidated on the ground that any member of the Board or Board committee has contravened the provisions of this section.

(6)

(Deleted by Act A926).

Minutes

14. (1) The Board or Board committee shall cause minutes of all their meetings to be maintained and kept in a proper form.

30 Laws of Malaysia ACT 498

Functions of the Commission

15. (1) The Commission shall have the following functions:

(a)

to advise the Minister on all matters relating to the capital market;

(b)

to regulate all matters relating to the capital market;

(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 promote and regulate all matters relating to fund management, including unit trust schemes and private retirement schemes;

(f)

to be responsible for supervising and monitoring the activities of any exchange holding company, stock exchange, derivatives exchange, clearing house and central depository;

(g)

to take all reasonable measures to maintain the confidence of investors in the capital market 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;

Securities Commission Malaysia 31

(i)

to suppress illegal, dishonourable and improper practices in the capital market, and the provision of investment advice or other services relating to the capital market;

(j)

to consider and make recommendations for the reform of the securities laws;

(k)

to encourage and promote the development of the capital market in Malaysia including research and training in connection thereto;

(l)

to encourage and promote self-regulation by professional associations or market institutions in the capital market;

(n)

to promote and maintain the integrity of all licensed persons registered persons, approved persons and participants in the capital market;

(p)

to take all reasonable measures to monitor, mitigate and manage systemic risks arising from the capital market;

32 Laws of Malaysia ACT 498

and

(r)

to set and approve standards for professional qualification for the capital market.

(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

16. 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 Board’s and Chairman’s functions

17. (1) The Board may delegate any of its functions to—

Securities Commission Malaysia 33

(2)

A delegation under this section shall not prevent the concurrent performance or exercise by the Board or Chairman of the functions or powers delegated.

Board committee

18. (1) The Board may establish such committee, in any form and by whatever name called, as the Board considers fit or necessary to assist the Board in the performance of its functions under the securities laws.

(3)

(Deleted by Act A1489).

(4)

(Deleted by Act A1489).

(5)

(Deleted by Act A1489).

(6)

(Deleted by Act A1489).

(7)

(Deleted by Act A1489).

34 Laws of Malaysia ACT 498

Procedures of Board committee

18A. (1) The Board committee may elect any of its members to be the 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 Board committee by the Board.

shall be held at such time, place and in such manner as the chairman of the Board committee may, subject to subsection (1), determine.

Board committee on any matter under discussion but the person so invited shall not be entitled to vote at any such meeting.

Power of the Minister to give directions and require information

19. (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 of the Commission

20. (1) The Commission may from time to time employ persons who shall be paid such remuneration and allowances and shall hold

Securities Commission Malaysia 35

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 their dependants of such retirement benefits, gratuities or other allowances as it may determine.

Commission may issue policies on discipline and ethical behaviour

21. The Commission may, from time to time, issue policies with respect to discipline and ethical behaviour, by whatever name called or in any form, for officers of the Commission or any business stakeholders dealing with the Commission.

Power to grant loans and make advances to its officers

22. (1) The Commission may grant loans and make advances, including study loans and scholarships, to its officers or to other persons on such terms and conditions as the Commission may determine.

(2)

In this section, the term “officers” includes the Chairman and the Deputy Chief Executive.

Commission may establish or participate in body corporate

22A. (1) The Commission may, with the approval of the Minister, establish or participate in any body corporate for the purpose of promoting research and training in relation to the capital market, or for the purpose of carrying out its functions under this Act.

36 Laws of Malaysia ACT 498

PART III

FINANCE

The Fund

23. (1) There is hereby established, for the purposes of this Act, a fund to be administered and controlled by the Commission.

(2)

The Fund shall consist of—

Securities Commission Malaysia 37

(a)

such sums as may be provided from time to time for the purposes of this Act by Parliament;

(b)

sums borrowed by the Commission for the purposes of meeting any of its obligations or discharging any of its duties;

(c)

levies payable under section 24;

(d)

fees or other charges imposed by the Commission;

(e)

all other sums or property which may in any manner become payable to or vested in the Commission in respect of any matter incidental to its functions and powers; and

(f)

all other monies lawfully received by the Commission.

Levies

24. (1) In the case of every purchase and sale of securities recorded on the stock exchange or notified to it under its rules, the purchaser and the seller shall each of them be liable to pay to the Commission a levy at such rate as may be specified by order of the Minister to be published in the Gazette as a percentage of the consideration for such purchase and sale; and different rates may be specified in respect of different classes of securities.

Commission a levy of such amount as may be specified by order of the Minister to be published in the Gazette; and different amounts may be specified in respect of different types or classes of derivatives or different classes or categories of persons in respect of derivatives.

38 Laws of Malaysia ACT 498

(2A)

In the case of every purchase and sale of securities or every derivative effected on a recognized market under section 34 of the

Capital Markets and Services Act 2007, the Commission may impose a levy at such rate as may be specified by the Minister, by order published in the Gazette.

(6)

(Deleted by Act A1403).

Conservation of the Fund

25. It shall be the duty of the Commission to conserve the Fund by so performing its functions and exercising its powers under this Act as to secure that the total revenues of the Commission are sufficient to meet all sums properly chargeable to its revenue account including depreciation and interest on capital taking one year with another.

Expenditure to be charged on the Fund

26. The Fund shall be expended for the purpose of—

Commission including legal fees and costs and other

Securities Commission Malaysia 39

fees and costs, and the remuneration of officers and agents appointed and employed by the Commission, including the granting of loans, superannuation allowances or gratuities;

Commission’s financial year

27. The financial year of the Commission shall begin on the first day of January and end on the thirty-first day of December of each year.

Annual report

28. The Commission shall, as soon as practicable after the end of each financial year, prepare a report on its activities during that financial year and send a copy of the report to the Minister who shall cause a copy thereof to be laid before both Houses of

Parliament.

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Accounts

29. (1) The Commission shall cause proper accounts of the funds to be kept and shall, as soon as practicable after the end of each financial year, cause to be prepared for that financial year a statement of accounts of the Commission which shall include a balance sheet and an account of income and expenditure.

(2)

The Commission shall cause the statement of accounts to be audited by auditors appointed by the Commission.

(3)

The Commission shall as soon as practicable send a copy of the statement of accounts certified by the auditors and a copy of the auditor’s report to the Minister who shall cause them to be laid before both Houses of Parliament.

Power to borrow

30. The Minister may, on the recommendation of the Board, approve for the Commission to borrow, at such rate of interest and for such period and upon such terms as to the time and method of repayment and otherwise as the Minister may approve, any sums required by the

Commission for meeting any of its obligations or performing any of its functions.

Investment

31. The moneys of the Commission shall, in so far as they are not required to be expended by the Commission under this Act, be invested in such manner as the Commission deems fit.

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PART IIIA

AUDIT OVERSIGHT BOARD

Preliminary

Interpretation for the purpose of Part IIIA

31A. In this Part—

“auditor” means an individual auditor or audit firm registered or recognised under section 31O as a registered auditor or a recognised auditor of a public interest entity or schedule fund;

“executive chairman” refers to the executive chairman of the Audit

Oversight Board appointed under section 31c;

“Inspection Officer” means a person authorised by the Audit

Oversight Board to carry out inspection under section 31V;

“Inquiry Officer” means a person autohrised by the Audit Oversight

Board to carry out inquiry under section 31W;

“Malaysian Institute of Accountants” means the Malaysian

Institute of Accountants established under the Accountants Act 1967 [Act 94];

“recognised auditor” means a foreign individual auditor or foreign audit firm recognised under section 31O as an auditor of a public interest entity or schedule fund;

“registered auditor” means an individual auditor or audit firm registered under section 31O as an auditor of a public interest entity or schedule fund;

42 Laws of Malaysia ACT 498

“relevant authorities” includes Bank Negara Malaysia, Companies

Comission of Malaysia, Malaysia Institute of Accountants and any other authority as may be determined by the Minister;

“relevant foreign authority” means a foreign authority which exercises the functions corresponding to the Audit Oversight Board as specified in section 31B.

Establishment and Functions of Audit Oversight Board

Functions of Commission relating to audit oversight

31B. The functions of the Commission for the purposes of Part IIIA shall be as follows:

(a)

to promote and develop an effective and robust audit oversight framework in Malaysia;

(b)

to promote confidence in the quality and reliability of audited financial statements in Malaysia;

(c)

to regulate auditors of public interest entities or schedule funds; and

Commission.

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Establishment of Audit Oversight Board

31C. (1) For the purposes of discharging its functions under section 31B relating to audit oversight, the Commission shall establish an

Audit Oversight Board.

(2)

The Audit Oversight Board shall consist of the following members who shall be appointed by the Board:

(3)

For the purposes of subsection (2), members who are appointed by the Board—

and

(4)

The executive chairman shall not—

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Commission, other than fixed continuing payments under standard arrangments for retirement from an accounting or auditing firm subject to such conditions as the Commission may impose.

(5)

In this section, “controlling shareholder” means a person who—

(6)

At all times, not more than two non-executive members of the

Audit Oversight Bord shall be members of the Malaysian Institute of

Accountants who are registered under the Accountant Act 1967 as a chartered accountant, a licensed accountant or an associate member.

(7)

The executive chairman shall be entrusted with the day-to-day administration of the Audit Oversight Board.

Application of Schedule 2

31D. (1) Schedule 2 applies to members of the Audit Oversight

Board.

(2)

(Deleted by Act A1489).

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Responsibilites of Audit Oversight Board

31E. (1) Without prejudice to the generality of section 31F, the responsibilities of the Audit Oversight Board in assisting the

Commission in discharging its functions, shall be as follows:

Malaysia to enhance the standing of the auditing profession in Malaysia and internationally;

Oversight Board determines necessary or appropriate to promote high professional standards of auditors and to

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improve the quality of audit services provided by auditors.

(2)

The Audit Oversight Board shall perform the responsibilities under subsection (1) on behalf and in the name of the Commission.

Audit Oversight Board may establish committees

31EA. (1) The Audit Oversight Board may establish such committees as it considers necessary or expedient to assist in the performance of its responsibities as specified under subsection 31E(1).

(2)

The Audit Oversight Board may appoint any person to be a member of a committee, subject to any terms or conditions as may be specified by the Audit Oversight Board.

(3)

A committee established under this section may elect any of its members to be a chairman and may regulate its own procedures and, in the performace of its responsibilities, shall be subject to and act in accordance with any direction given to the committee by the

Audit Oversight Board.

(4)

Meetings of a committee shall be held at such times and places as the chairman of the committee may determine.

(5)

A committee may invite any person who is not a member to attend any meeting of the committee for the purpose of advising it on any matter under discussion but that person is not entitled to vote at the meeting.

(6)

Members of a committee or any person invited under subsection (5) to attend any meeting of a committee may be paid such allowances and other expenses as the Audit Oversight Board may determine.

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(7)

A member of a committee shall hold office for such term as may be specified in his instrument of appointment and is eligible for reappointment.

(8)

The Audit Oversight Board may at any time revoke the appointment of any member of a committee.

(9)

A member of a committee may at any time resign his office by a written notice addressed to the executive chairman of the Audit

Oversight Board.

shall be deemed to have been duly convened and held and all members of the committee have been duly qualified to act.

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Commission may give general or specific directions to Audit

Oversight Board

31F. The Commission may, from time to time, give the Audit

Oversight Board such general or specific directions consistent with the provisons of this Part.

Disclosure of interest

31G. (1) A member of the Audit Oversight Board having directly or indirectly, by himself or a member of his family, any interest in any matter under discussion by the Audit Oversight Board shall disclose to such Board the fact and nature of his interest.

(2)

A disclosure under subsection (1) shall be recorded in the minutes of the Audit Oversight Board and, after the disclosure, the member having an interest in the matter—

(3)

Any member of the Audit Oversight Board who fails to disclose his interest as provided under subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding two hundred and fifty thousand ringgit or to imprisonment for a term not exceeding five years or to both.

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(4)

No act or proceedings of the Audit Oversight Board shall be invalidated on the ground that any member of the Audit Oversight

Board has contravened the provisions of this section.

Finance

The Audit Oversight Board Fund

31H. (1) For the purposes of this Part, the Commission shall establish and administer a fund to be known as the “Audit Oversight

Board Fund”.

(2)

The assets of the Audit Oversight Board Fund shall be the property of the Commission and shall be kept separate and apart from those of the Fund.

(3)

The Audit Oversight Board shall consist of the following;

(a)

such sums as may be determined by the Commission from time to time for the purposes of this Part;

(b)

contributions as may be prescribed by the Mnister under section 31I;

(c)

registration fees prescribed under section 31O;

(d)

penalty imposed under section 31Z;

(e)

fees or other charges imposed under this Part;

(f)

monies earned or arising from any investment of the

Audit Oversight Board Fund; and

(g)

all other sums or property which may, in any manner, be payable to or be vested in the Audit Oversight Board

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Fund relating to any matter incidental to its functions and powers under this Part.

Contribution

31I.

(2)

The contribution made under subsection (1) shall be utilised only for the purposes of carrying out the functions of the Commission under section 31B.

Expenditure to be charged on Audit Oversight Board Fund

31J. The Commission shall utilise the monies in the Audit Oversight

Board Fund for the following purposes:

Oversight Board including legal fees and costs and other fees and costs, and the remuneration of persons employed or engaged by the Commission for the purposes of carrying out the functions of the

Commission and the responsibility of the Audit

Oversight Board in this Part, including the granting of loans, superannuation allowances and gratituities to such persons;

Board for carrying into effect the provisions of this Part.

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Investment

31K.

The monies of the Audit Oversight Board Fund shall, in so far as they are not required to be expended under this Part, be invested by the Commission in such manner as the Commission deems fit.

Annual report and accounts

31L. (1) The Audit Oversight Board shall, within three months after the end of each financial year, prepare a report on its activities during that financial year and send a copy of the report to the

Commission.

(2)

For the purposes of subsection (1), the report shall provide—

(a)

the assessment of the Audit Oversight Board of its performance and effectiveness in discharging its responsibilities under section 31E;

(b)

an assessment of significant risks relating to the quality and reliability of financial statements of public interest entities and schedule funds as identified by the Audit

Oversight Board in the course of its inspection and inquiries, and key measures recommended by the Audit

Oversight Board to address such risks;

(c)

the systems, procedures and practices used by the Audit

Oversight Board for evaluating the effectiveness of its operations; and

(d)

any other matter affecting the carrying out of the functions of the Audit Oversight Board.

(3)

The Commission shall cause a copy of the annual report to be submitted to the Minister.

52 Laws of Malaysia ACT 498

(4)

The Commission shall keep proper accounts of the Audit

Oversight Board Fund and shall prepare the statement of accounts in respect of such accounts.

(5)

The accounts of the Audit Oversight Board Fund shall be kept separate from the accounts of the Commission as provided under section 29.

(6)

The Commission shall cause the statement of accounts of the

Audit Oversight Boad Fund to be audited by auditors appointed by the Commission.

Minister who shall cuase them to be laid before both Houses of

Parliament.

Statutory Bodies (Accounts and Annual Reports) Act 1980

31M. The Statutiry Bodies (Accounts and Annual Reports) Act 1980 [Act 240] shall not apply to the Audit Oversight Board.

Registration or Recognition as Auditor of Public Interest

Entity or Schedule Fund

Requirement for registration or recognition as auditor of public interest entity or schedule fund

31N. (1) No person shall, unless he is registred as a registered auditor or recognised as a recognised auditor under this

Division—

(a)

hold himself out or act as an auditor of a public interest entity or schedule fund;

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(c)

prepare for or on behalf of a public interest entity or schedule fund any report required by the Companies Act 1965 to be prepared by an auditor.

(2)

Any person who contravenes subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding one million ringgit or to imprisonment for a term not exceeding five years or to both.

Application for registration or recognition as an auditor of a public interest entity or schedule fund

31O. (1) For the purposes of this Act, an application for—

(2)

The application under subsection (1)—

(a)

shall be made in the form as may be determined by the

Audit Oversight Board; and

(b)

shall be accompanied with—

(i)

the fees as may be prescribed by the

Commission; and

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Refusal to register or grant recognition

31P. (1) The Auditor Oversight Board may refuse the registration of an applicant if the Audit Oversight Board is satisfied that the applicant—

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(i)

within or outside Malaysia, of an offence involving fraud or other dishonesty;

Part or any written notices or guidelines made under this

Act.

(a)

falls within paragraph 1(b),(c),(d) or (f);

(b)

has been subject to any sanction imposed by any relevant foreign authority;

(c)

has not been approved by a relevant foreign authority to prepare audited financial statements; or

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(d)

is not supervised by a relevant foreign authority.

(3)

(Deleted by Act A1403).

Power to revoke, withdraw or suspend registration or recognition

31Q. (1) The Audit Oversight Board may, at any time—

(a)

revoke or suspend the registration; or

(b)

withdraw or suspend the recognition, of an auditor if—

Board may refuse an application under subsection 31P(1) or (1A);

Oversight Board.

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(2)

The suspension under subsection (1) may be extended or revoked at any time by the Audit Oversight Board as it considers appropriate.

(3)

Where the Audit Oversight Board intends to—

(4)

(Deleted by Act A1403).

(5)

For the purposes of this Part, an auditor whose registration has been revoked or suspended or whose recognition has been withdrawn or suspended, as the case may be, shall be deemed not to be registered or recognized as an auditor from the date the revocation, withdrawal or suspension takes effect or any other date as may be specified by the Audit Oversight Board.

Notification of refusal, revocation or suspension

31R. Where an auditor falls within the scope of subsection 31P(1) or (1A), or subparagraph 31Q(1)(b)(B), he shall, immediately upon becoming aware of the happening of such event, notify the Audit Oversight Board in writing by setting out the relevant particulars.

31S. (Deleted by Act A1489).

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Register of auditors

31T. (1) The Audit Oversight Board shall keep and maintain a

Register of Auditors in such form and manner as it thinks fit.

(2)

There shall be removed from the Register the name and other particulars of any auditor who ceases to be registered or recognised under this Part.

(3)

Any person may, upon payment of the prescribed fees, inspect and take extracts from the Register kept and maintained under subsection (1).

Setting Auditing and Ethical Standards

Auditing and ethical standards

31U. (1) Subject to subsections (2) and (3), the Audit Oversight

Board shall adopt the auditing and ethical standards to be complied by an auditor to the extent and in such manner it considers appropriate.

(2)

For the proposes of setting auditing and ethical standards, the

Audit Oversight Board may convene or authorise its staff to convene such advisory committees as may be appropreiate, which may include accountants and other experts, as well as other stakeholders, to assist the Audit Oversight Board concerning the content of the auditing and ethical standards.

(3)

The Audit Oversight Board may direct the Malaysian

Institutte of Accountants to establish or amend the auditing and ethical standards to be complied by an auditor.

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DIVISION 6

Inspection and Inquiry

Inspection

31V. (1) The Audit Oversight Board shall, from time to time, conduct inspections to asses—

(2)

The inspections uder subsection (1) shall be carried out by any officers of the Audit Oversight Board or any person authorised by the Audit Oversight Board who is referred to as an “Inspection

Officer” in this Division.

(3)

The auditor, its partners and employees shall cooperate with an Inspection Officer, conducting an inspection under this section, in the following matters:

and

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report and a copy of that draft report shall be extended to the auditor concerned.

(5)

The Audit Oversight Board shall forthwith discuss the findings of the inspection report with the auditor concerned and after taking into account the representations made by the auditor, the

Inspection Officer shall finalise the draft inspection report.

(6)

The auditor concerned shall, immediately, report to the Audit

Oversight Board all remedial measures which have been or are being taken relating to any findings raised in the inspection report.

(7)

The Audit Oversight Board may publish the inspection report referred to in subsection (5) if the auditor fails to take the relevant remedial measures under subsection (6).

Inquiry

31W. The Audit Oversight Board may appoint such number of

Inquiry Officers as the Board considers necessary for the purposes of carrying out an inquiry where there has been a—

(i)

any condition imposed under subsection 31O(3);

or

Commission.

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Power to require information

31X. (1) For the purposes of an inquiry, an Inquiry Officer may, by notice in writing served on a person, require such person—

(2)

Any statement made by any person under this section shall be reduced into writing by the Inquiry Officer, and signed by the person making it or affixed with his thumb print after such statement has been read to him and after he had been given an opportunity to make any correction he may wish.

(3)

If the person referred to in subsection (2) refuses to sign or affix his thumb print on the statement, the Inquiry Officer shall endorse on the statement under his hand of such refusal and the reason thereof, if any.

(4)

A person referred to in subsection (1) shall be legally bound—

(a)

to give information relevant to the inquiry which is in his power to give;

(b)

to answer all questions put to him by the Inquiry

Officer; and

(5)

For the purposes of subsection (1), the Inquiry Officer examining the person may give directions on who may be present during the examination or during any part of it.

(6)

Any statement made and recorded under this section shall be admissible as evidence in any proceeding in any court.

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(7)

Any person to whom notice is issued under subsection (1)

shall not—

(a)

refuse to answer any question put to him by an Inquiry

Officer as required under subsection (4) or neglects to give any information which may reasonably be required of him and which he has in his power to give; or

(b)

knowingly furnish to an Inquiry Officer information or statement which is false or misleading in any material particular.

(8)

For the purposes of this Division, any notice which is given shall, if praticable, be served personally on any person specified in such notice.

(9)

Where any person specified in a notice given under this section or any other provisions of this Division cannot by the exercise of due diligence be found, the notice may be served by leaving a copy of it for him with some adult member of his family or with his servant residing with him.

Inspection and inquiry of consolidated financial statements

31Y. For the purposes of this Division and, in the case of consolidated financial statements of public interest entities or schedule funds, the powers conferred on the Audit Oversight Board and its officers, or persons authorised by the Audit Oversight Board to inspect or to inquire into such financial statements shall apply relating to the accounts, working papers and documents prepared by

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the auditors of the subsidiaries, associates or any other entities whose financial statements are consolidated into such public interest entitites or schedule funds.

DIVISION 7

Sanctions

Sanctions

31Z. (1) Where any person contravenes or fails to comply with, observe, enforce or give effect to any of the following, that person has committed a breach—

(a)

any provisions of this Part;

(b)

any conditions imposed under this Part; or

(c)

any written notice or guidelines imposed or issued by the Commission.

(2)

Where a person has committed a breach under subsection (1), the Audit Oversight Board may take one or more of the following actions:

(b)

reprimand the person concerned;

(c)

require the person concerned to take such steps, as the

Audit Oversight Board may direct, to remedy the breach;

(d)

require relevant professional education to be undertaken by the person concerned;

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(e)

assign a reviewer to oversee an audit that is undertaken by the person concerned;

(f)

prohibit the person concerned from accepting any public interest entity or schedule fund as its client or preparing reports in relation to financial information of any public interest entity or schedule fund, as may be required under the securities laws or guidelines issued by the

Commission, for a period not exceeding twelve months;

(f)

impose a penalty not exceeding five hundred thousand ringgit on the person concerned.

(a)

the provision of this Part;

(b)

any conditions imposed under this Part; or

(c)

any written notice or gudelines imposed or issued by the

Commission.

(4)

Subsection (3) shall not apply to any person who has committed a breach under subsection (1) and has been prohibited from auditing financial statements of a public interest entity or schedule fund permanently pursuant to paragraph 2(g).

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(5)

The Audit Oversight Board shall not take any action under subsection (2) without giving the person concerned an opportunity to be heard.

(6)

Where the person concerned fails to pay the penalty imposed under paragraph 2(h), such penalty may be sued for and recovered as a debt due to the Commission.

(7)

Any monies obtained from the penalty imposed under paragraph 2(h), shall be utilised to plan and implement capacity building programmes relating to the accounting and auditing profession.

(8)

Where on an application by the Commission, it appears to the court that the person who has committed a breach under subsection

Board under subsection (2) or (3), the court may make an order directing such person to comply with such direction, requirement or terms of undertaking issued by the Audit Oversight Board.

(9)

Nothing in this section shall preclude the Commssion or any other relevant authorites from taking any other action which they may take under their respective written laws or by-laws.

DIVISION 8

General

31ZA. (Deleted by Act A1403).

Appeal

31ZB. (1) Any person who is aggrieved by the decision of the

Audit Oversight Board under subsection 31P(1) or (1A), section 31Q or subsection 31Z(2) may appeal in writing to the Commission within thirty days from the date on which such person is notified of the decision of the Audit Oversight Board.

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(2)

The Commission shall determine its own procedures in hearing an appeal under this Part.

(3)

For the purposes of an appeal under this Part, the Commission may—

(a)

affirm the determination of the Audit Oversight Board;

(b)

set aside the determination of the Audit Oversight

Board; or

(c)

substitute for the determination of the Audit Oversight

Board its own determination.

(4)

The Commission shall decide on an appeal within a period of three months from the date the appeal is made.

(5)

Where there is an appeal against the decision of the Audit

Oversight Board under this section, the decision of the Audit

Oversight Board under subsection 31P(1) or (1A), section 31Q or subsection 31Z(2) shall not take effect until the appeal is disposed of.

Duty to report to relevant authorities

31ZC. Notwithstanding section 148, the Audit Oversight Board shall report to the relevant authorities if it becomes aware of any breach of any law or code of conduct which is administered by the relevant authorities.

Cooperation, coordination and sharing of information

31ZD. (1)

For the purposes of promoting confidence in the quality and realibilty of audited financial statements, the Commission may—

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(2)

Notwithstanding sections 31V and 31W, the Audit Oversight

Board may, with regard to a recognised auditor, request for assistance from a relevant foreign authority to conduct inspection or inquire into the conduct of a recognised auditor to assess—

(a)

the degree of compliance with auditing and ethical standards adopted by the relevant foreign authority by the recognised auditor; and

(3)

The Audit Oversight Board may disclose and share any findings under Division 6 of this Part with any public interest entity or schedule fund if the Audit Oversight Board considers that the sharing of such findings is pursuant to the functions of the Audit

Oversight Board under section 31B.

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PART IIIB

MANAGEMENT OF SYSTEMIC RISK IN theCAPITAL MARKET

Interpretation

31ZE. For the purposes of this Part—

“market participant” includes an investor, issuer, intermediary, capital market service provider, exchange holding company, stock exchange, derivatives exchange, central depository and clearing facility;

“systemic risk in the capital market” means a situation when one or more of the following events occur or is likely to occur:

Information for purpose of systemic risk

31ZF. (1) The Commission may, notwithstanding any provision under the securities laws, by notice in writing request any person to submit to the Commission any information or document—

Negara Malaysia under section 30 of the Central Bank of Malaysia Act 2009.

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(2)

For the purposes of subsection (1), where the person concerned is solely under the supervision or oversight of Bank

Negara Malaysia, the notice shall be issued through Bank Negara

Malaysia.

Power of Commission to issue directive for systemic risk

31ZG. (1) Where the Commission considers it necessary in the interest of monitoring, mitigating or managing systemic risk in the capital market, the Commission may issue a directive in writing requiring any person to take such measures as the Commission may consider necessary.

(3)

For the purposes of subsection (1), where the person concerned is solely under the supervision or oversight of Bank

Negara Malaysia, the Commission shall make a recommendation to

Bank Negara Malaysia to issue such directive.

Commission shall give the person an opportunity to be heard.

(5)

Notwithstanding subsection (4), the Commission may issue a directive under subsection (1) without first giving the person an opportunity to be heard if any delay in issuing such directive would aggravate systemic risk in the capital market.

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(6)

Where a directive is issued pursuant to subsection (5) the person shall be given an opportunity to be heard after the directive has been issued.

(7)

When a person is given an opportunity to be heard under subsection (6), a directive issued under subsection (1) may be amended or modified.

Arrangements with other supervisory authorities

31ZH. (1) Notwithstanding any provision in the securities laws, the

Commission may for the purposes of monitoring, mitigating and managing systemic risk in the capital market or contributing towards financial stability—

Government agency responsible for promoting financial stability;

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Malaysia, such information or document shall not be disclosed to any person except with the written consent of the Commission; or

means any authority, body, agency or entity—

PART IIIC

SHARIAH ADVISORY COUNCIL

Establishment of Shariah Advisory Council for Islamic capital market

31ZI. (1) The Commission may establish a Shariah Advisory Council for Islamic capital market which shall be the authority for the ascertainment of the application of Shariah principles for the purposes of Islamic capital market business or transaction.

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Functions of Shariah Advisory Council

31ZJ. The Shariah Advisory Council shall have the following functions:

Islamic capital market business or transaction; and

Minister.

Appointment of members of Shariah Advisory Council

31ZK. (1) The Yang di-Pertuan Agong may, on the advice of the

Minister after consultation with the Commission, appoint persons as members of the Shariah Advisory Council who are qualified in—

(b)

Islamic jurisprudence;

Federal Court, or a judge of the Shariah Appeal Court of a State or

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Federal Territory, is to be appointed under subsection (1), such appointment shall not be made except—

Appeal or the Federal Court, after consultation by the

Commission with the Chief Justice; and

State or Federal Territory, after consultation by the

Commission with the Chief Shariah Judge of that State or Federal Territory, as the case may be.

Commission.

Secretariat to Shariah Advisory Council

31ZL. The Commission may—

Shariah Advisory Council in carrying out of its functions; and

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Advice or ruling of Shariah Advisory Council

31ZM. Any licensed person, stock exchange, derivatives exchange, clearing house, central depository, listed corporation or any other person may—

Reference to Shariah Advisory Council for ruling from court or arbitrator

31ZN. (1) Where in any proceedings before any court or arbitrator concerning a Shariah matter in relation to Islamic capital market business or transaction, the court or the arbitrator, as the case may be, shall—

Advisory Council; or

Council under this Act or any other law shall be submitted to the secretariat.

Effect of Shariah ruling

31ZO. Any ruling made by the Shariah Advisory Council under section 31ZM or 31ZN shall be binding on—

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Shariah Advisory Council ruling prevails

31ZP. (1) Where a ruling given by a registered Shariah adviser to a person engaging in any Islamic capital market business or transaction is different from the ruling given by the Shariah Advisory Council, the ruling of the Shariah Advisory Council shall prevail.

means a person who is registered under any guidelines issued by the

Commission under section 377 of the Capital Markets and Services

Act 2007.

PART IV

ISSUES OR SECURITES AND TAKE-OVERS AND MERGERS

Proposals in Relation to Securities

32 – 32B. (Deleted by Act A1305).

Take-Overs, Mergers and Compulsory Acquisitions

33 – 34C. (Deleted by Act A1305).

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Prospectus

35 – 65.

(Deleted by Act A1305).

DEBENTURES

Subdivision 1—Trust deeds, duties of trustees, borrowers, etc.

66– 91.

(Deleted by Act A1305).

Subdivision 2—General

92 – 95.

(Deleted by Act A1305).

UNIT TRUST SCHEMES AND PRESCRIBED

INVESTMENT SCHEMES

96 – 124. (Deleted by Act A1305).

PART IVA

AGREEMENT OR ARRANGEMENT FOR TRANSFER OF

BUSINESS

124A – 124B.

(Deleted by Act A1305).

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PART V

ENFORCEMENT AND INVESTIGATION

Appointment of Investigating Officers of the Commission

125. (1) The

Commission may appoint such number of investigating officers to be known as Investigating Officers of the

Commission as it considers necessary for the purposes of carrying out investigation of any offence under the securities laws.

(2)

An Investigating Officer of the Commission appointed under subsection (1) shall have all the powers given to any person for the purposes of carrying out investigation of any offence under the securities laws.

Examination by Commission

126. (1) The Commission may, from time to time, examine, without giving any prior notice, the books or other documents, accounts and transactions of—

Schedule 4 to the Capital Markets and Services Act 2007.

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Production of books, etc.

127. (1) For the purpose of an examination under section 126, a person under examination, its directors and officers shall accord any person carrying out the examination access to all its books or other documents and accounts, including documents of title to its assets, all securities held by it in respect of securities transactions, all its cash, and all such documents, information and facilities as may be required by that person who carries out the examination, and shall produce to that person who carries out the examination all such books or other documents, accounts, titles, securities or cash, and give all such information, as he may require, but so far as is consistent with the conduct of the examination, such books or documents, accounts, titles, securities and cash shall not be required to be produced at such times or at such places as may interfere with the proper conduct of the normal daily business of that person.

(2)

Notwithstanding subsection (1), any person authorized by the

Commission in writing for this purpose may take possession of any books or other documents, accounts, titles, securities or cash to which he has access under subsection (1) if in his opinion—

(a)

the inspection of them, the copying of them, or the making of extracts from them cannot reasonably be undertaken without taking possession of them;

(b)

they may be interfered with or destroyed unless he takes possession of them; or

(c)

they may be needed as evidence in any legal proceedings, whether civil or criminal, which may be instituted under or in connection with any securities law or any other written law.

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Powers of Investigating Officers of the Commission

128. (1) An Investigating Officer of the Commission carrying out an investigation may enter any place or building and may—

(a)

inspect and make copies of or take extracts from any book, minute book, account, register or document;

(b)

where he has reason to believe that an offence has been committed against a securities law, search for, seize, take possession of and detain any object, article, material, thing, property, book, minute book, account, register or other document including any travel or other personal document, which may be used as evidence;

(2)

An Investigating Officer of the Commission may search any person whom he has reason to believe has on his person any object, article, material, thing, property, book, minute book, account, register or other document including any travel or other personal document necessary, in his opinion, for the purpose of investigation into any offence under any securities law, and for the purpose of such search may detain the person for such period as may be necessary to have

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the search carried out, which shall not in any case exceed twenty-four hours without the authorization of the Magistrate, and may remove him into custody at such place as may be necessary to facilitate the search.

(3)

An Investigating Officer of the Commission making a search of a person under subsection (1) or (2) may seize, take possession of and detain any object, article, material, thing, property, book, minute book, account, register or other document including any travel or other personal document found upon such person for the purpose of the investigation being carried out by him.

(4)

No female person shall be searched under this section except by another female person.

(5)

An Investigating Officer of the Commission may by notice in writing require any person to produce to him such object, article, material, thing, property, book, minute book, account, register or other document as are in the custody or under the control of that person.

(6)

An Investigating Officer of the Commission may seize, take possession of and detain for such duration as he deems necessary any object, article, material, thing, property, book, minute book, account, register or other document produced before him as required under subsection (5).

(7)

A person who—

(a)

refuses an Investigating Officer of the Commission, while exercising his powers under this Part, access to any premises or part thereof, or fails to submit to the search of his person;

(b)

assaults, obstructs, hinders or delays an Investigating

Officer of the Commission in effecting any entrance which he is entitled to effect;

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(c)

fails to comply with any lawful demands of an

Investigating Officer of the Commission in the execution of his duties under this Part; or

(d)

rescues or endeavours to rescue any thing which has been duly seized, shall be guilty of an offence and shall on conviction be punished with a fine not exceeding one million ringgit or imprisonment for a term not exceeding five years or both.

(8)

An Investigating Officer of the Commission may grant permission to any person to inspect any book, minute book, account, register or other document seized and taken possession of by the

Investigating Officer of the Commission under this section if such person is entitled to inspect such book, minute book, account, register or other document under the securities laws.

(9)

Subsection (1) shall not be construed as limiting or affecting any similar powers conferred on any person under any other law.

Procedure by Investigating Officer on seizure of property

129. (1)

A list of all things seized in the course of an inspection or investigation made under this Part and of the place or building in which they are respectively found shall be prepared by the

Investigating Officer of the Commission conducting the inspection and signed by him.

(2)

The occupant of the place or building entered under subsection 128(1), or some person in his behalf, shall in every instance be permitted to attend during the inspection, and a copy of the list prepared and signed under subsection (1) shall be delivered to such occupant or person at his request.

(3)

An Investigating Officer of the Commission shall, unless otherwise ordered by any court, on the close of investigations or any proceedings arising therefrom, release any property seized, detained

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or removed by him or any other Investigating Officer of the

Commission, to such person as he determines to be lawfully entitled to the property, if he is satisfied that it is not required for the purpose of any prosecution or proceedings under any securities law, or for the purpose of any prosecution under any other written law.

(4)

A record in writing shall be made by the Investigating Officer of the Commission who releases any property under subsection (3) in respect of such release specifying therein the circumstances of, and the reason for, such release.

(5)

Where the Investigating Officer of the Commission is unable to determine the person who is lawfully entitled to the property or where there is more than one claimant to such property, the

Investigating Officer of the Commission shall report the matter to a

Magistrate who shall then order that the property be dealt with as provided for in section 130.

(6)

For the purpose of this section and of sections 130 and 131,

“property” includes books and other documents.

Procedure by Magistrate in respect of property seized

130. (1) Where a report is forwarded to the Magistrate by an

Investigating Officer of the Commission under subsection 129(5), the

Magistrate shall make such order as he thinks fit respecting the delivery of such property to the person entitled to the possession of the property or, if such person cannot be ascertained, respecting the custody and production of such property.

(2)

If the person entitled to the property is known, the Magistrate may order the property to be delivered to him on such conditions, if any, as the Magistrate thinks fit, and shall, if he makes suchorder, cause a notice to be served on such person informing the person of the terms of the order and requiring him to take delivery of the property within such period from the date of the service of the notice

(not being less than forty-eight hours) as the Magistrate may in such notice prescribe.

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(3)

If the person to whom property has been ordered to be delivered under subsection (2) neglects or omits to take delivery of such property within the period prescribed, the Magistrate may, where such property is subject to speedy and natural decay or where in his opinion its value is less than fifty ringgit, direct that such property be sold and the net proceeds of such sale shall, on demand, be paid over to the person entitled thereto.

(4)

If the person entitled to the possession of such property is absent from Malaysia and the property is subject to speedy and natural decay or the Magistrate to whom its seizure is reported is of the opinion that its sale would be for the benefit of the owner or that the value of such property is less than fifty ringgit, the Magistrate may, at any time, direct it to be sold and subsection 131(4) shall apply to the net proceeds of such sale.

(5)

If the person entitled to the property is unknown, the

Magistrate may direct that the property be detained in the custody of the Investigating Officer of the Commission.

(6)

Notwithstanding subsection (5), if the person entitled to the property is unknown and it is shown to the satisfaction of the

Magistrate that such property is of no appreciable value, or that its value is so small as, in the opinion of the Magistrate, to render impracticable the sale, as provided in section 131, of such property or as to make its detention in the custody of the Investigating Officer of the Commission unreasonable in view of the expense or inconvenience that would thereby be involved, the Magistrate may order such property to be destroyed or otherwise disposed of, either on the expiration of such period after the publication of the notification referred to in subsection 131(1) as he may determine or forthwith as he thinks fit.

Procedure in respect of property detained in Investigating

Officer’s custody

131. (1) Where a Magistrate has directed under subsection 130(5)

that any property seized be detained in the custody of an Investigating

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Officer of the Commission, the Chairman acting on behalf of the

Commission, shall issue a public notification specifying the articles of which the property consists and requiring any person who has any claim to make a claim within six months from the date of such public notification.

(2)

Every notification under subsection (1) shall, if the property has a value of fifty ringgit or more, be published in the Gazette.

(3)

If within three months from the publication of a notification under subsection (1) no person establishes a claim to such property, and if the person in whose possession such property was found is unable to show that it was legally acquired by him, such property may, after the expiration of such period of three months, be sold on the order of the Chairman acting on behalf of the Commission.

(4)

If within six months from the publication of a notification under subsection (1) no person has established a claim to such property, the ownership of such property, or, if sold, of the net proceeds of such sale, shall upon the expiration of such period of six months pass to and become vested in the Federal Government.

(5)

Where the property referred to in subsection (1) is subject to speedy and natural decay or the Chairman acting on behalf of the

Commission is of the opinion that its value is less than fifty ringgit or where its custody involves unreasonable expense and inconvenience, such property may be sold at any time, and subsections (1), (2), (3)

and (4) shall, as nearly as may be practicable, apply to the net proceeds of such sale as they apply to the property.

Surrender of travel documents

132. (1) Notwithstanding any written law to the contrary, if an

Investigating Officer of the Commission has grounds to believe that any person, who is the subject of an investigation in respect of an offence under a securities law suspected to have been committed by such person, is likely to leave Malaysia, the Investigating Officer of the Commission, with the approval of the Commission, may by

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written notice require such person to surrender his certificate of identity, passport or exit permit, or any other travel document in his possession.

(2)

A notice under subsection (1) shall be served in the manner specified in section 134.

(3)

A person on whom a notice under subsection (1) is served shall comply with such notice forthwith, failing which he may be arrested and taken before a Magistrate.

(4)

Where a person is taken before a Magistrate under subsection

(a)

until the expiry of a period of fourteen days from the date of his committal; or

(b)

until he complies with the notice under subsection (1), whichever occurs earlier.

(5)

For the purpose of subsection (4), a certificate signed by the

Public Prosecutor to the effect that the person has complied with the notice under subsection (1) shall be sufficient warrant for the

Superintendent of Prison to discharge such person.

(6)

An Investigating Officer of the Commission may, with the approval of the Commission, by notice issued to any Immigration

Officer, request that any person who is the subject of an investigation in respect of an offence under a securities law be prevented from leaving Malaysia.

(7)

The Immigration Officer, upon being notified of a request made under subsection (6), may require the person who is the subject of an investigation in respect of an offence under a securities law to surrender his certificate of identity, passport or exit permit, or any other travel document in his possession to the Immigration Officer.

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means any person appointed under section 3 of the Immigration

Act 1959/1963 [Act 155].

(9)

No legal proceedings shall be instituted or maintained against the Government, an immigration officer, an officer of the

Commission, a public officer or any other person, in respect of anything done under this section.

Forcible entry

133. (1) For the purpose of exercising his powers under paragraph 128(1)(b) an Investigating Officer of the Commission may enter any place or building by force, if necessary.

(2)

Notwithstanding subsection (1), no Investigating Officer of the Commission shall enter any premises by the use of force without a search warrant by a Magistrate unless he has reasonable grounds for believing that, by reason of the delay in obtaining a search warrant, any object, article, material, thing, accounts, book, or other document referred to in paragraph 128(1)(b) may be interfered with or destroyed or the object of any entry is likely to be frustrated.

Power to call for examination

134. (1) If an Investigating Officer of the Commission carrying out an investigation under any securities law suspects or believes on reasonable grounds that any person can give information relevant to a matter that he is investigating, the Investigating Officer of the

Commission may by notice in writing to such person require such person—

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Commission or specified Investigating Officers of the

Commission to be examined orally.

(2)

A person referred to in subsection (1) shall be legally bound to answer all questions relating to such case put to him by the

Investigating Officer of the Commission and to state the truth, whether or not the statement is made wholly or partly in answer to questions, and shall not refuse to answer any question on the ground that it tends to incriminate him.

(3)

A statement made by any person under this section shall be taken down in writing or recorded and subsequently taken down in writing and signed by the person making it or affixed with his thumb print, as the case may be, after it has been read to him and after he had been given an opportunity to make any correction he may wish:

Provided that, where the person examined refuses to sign or affix his thumb print on the statement, the Investigating Officer of the

Commission shall endorse thereon under his hand the fact of such refusal and the reason therefor, if any, stated by the person examined.

Investigating Officer of the Commission or Investigating Officers of the Commission examining the person may do any one or both of the following:

(4)

Any statement made and recorded under this section shall be admissible as evidence in any proceeding in any Court.

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(5)

Any person who—

(a)

fails to appear before an Investigating Officer of the

Commission as required under subsection (1);

(b)

refuses to answer any question put to him by an

Investigating Officer of the Commission as required under subsection (2) or neglects to give any information which may reasonably be required of him and which he has in his power to give;

(c)

knowingly furnishes to an Investigating Officer of the

Commission information or statement that is false or misleading in any material particular;

(d)

obstructs an Investigating Officer of the Commission in carrying out an investigation under this section, shall be guilty of an offence and shall on conviction be punished with to a fine not exceeding one million ringgit or imprisonment for a term not exceeding five years or both.

(6)

For the purposes of this section and any other provision of

Part V, any notice that is given shall, if practicable, be served personally on the person specified in such notice.

(7)

In the case of a corporation, the notice may be served on the secretary or other like officer of the corporation or on any person who is responsible for the management of the affairs of the corporation.

(8)

Where the person specified in a notice given under this section or any other provision of Part V cannot by the exercise of due diligence be found, the notice may be served by leaving a copy thereof for him with some adult member of his family or with his servant residing with him.

(9)

When the person specified in any notice given under this section or any other provision of Part V cannot by the exercise of due diligence be found, and service cannot be effected as directed by

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subsection (6) or (8), a copy of the notice shall be affixed to some conspicuous part of the house or such other place in which the person specified in the notice ordinarily resides, and in such case the notice shall be deemed to have been duly served.

Investigating Officer of the Commission to be acquainted with the circumstances of the case as he thinks necessary, to execute a bond to appear before any Court therein named and to give evidence in such proceedings.

refuses to execute a bond under that subsection, the Investigating

Officer of the Commission shall report such refusal to the Court which may thereupon in its discretion issue a warrant or summons to secure the attendance of such complainant or person before itself to give evidence in the proceedings concerned.

Destruction, concealment, mutilation and alteration of records

135. Any person who—

Malaysia, any document, record or account with intent to defraud any person, or

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to prevent, delay or obstruct the carrying out of an examination, audit or investigation, or the exercise of any function or power under the securities laws shall be guilty of an offence and shall, on conviction, be punished with imprisonment for a term not exceeding ten years and shall also be liable to a fine not exceeding ten million ringgit.

PART VI

GENERAL

Conduct of prosecution

136. (1) No prosecution for any offence under this Act shall be instituted except with the consent in writing of the Public Prosecutor.

(2)

(Deleted by Act A1041).

General penalty

137. (1)

Any person who contravenes a requirement or any provision of this Act shall be guilty of an offence.

(2)

Where no penalty is expressly provided for an offence under this Act, a person who is guilty of the offence shall on conviction be punished with a fine not exceeding one million ringgit or imprisonment for a term not exceeding five years, or both; and in the case of a continuing offence the offender, in addition to the penalty provided in this subsection, shall be punished with a daily fine not exceeding five thousand ringgit for every day during which the offence continues after conviction.

Offences by bodies corporate

138. (1)

Where a person convicted in respect of any offence under this Act is a body corporate, it shall only be punished with the fine provided for such offence.

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(2)

Where an offence against this Act or any regulations made thereunder has been committed by a body corporate, any person who at the time of the commission of the offence was a director, a chief executive officer, an officer, an employee, a representative or the secretary of the body corporate or was purporting to act in such capacity, shall be deemed to have committed that offence unless he proves that the offence was committed without his consent or connivance and that he exercised all such diligence to prevent the commission of the offence as he ought to have exercised, having regard to the nature of his functions in that capacity and to all the circumstances.

(3)

Where a person who is an employee of a body corporate contravenes any provision of this Act, that body corporate shall be deemed to have contravened such provision.

(4)

For the purposes of this section, “officer”, in relation to a director of a corporation, includes—

(a)

a person occupying or acting in the position of a director of the corporation, by whatever name called, and whether or not validly appointed to occupy or duly authorized to act in the position;

(b)

a person in accordance with whose directions or instructions the directors of the corporation are accustomed to act; and

(c)

if the corporation is incorporated outside Malaysia—

(i)

a member of the corporation’s board;

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Compounding of offences

139. (1)

The Chairman of the Commission may, with the consent in writing of the Public Prosecutor, compound any offence under this

Act or regulations made under this Act which is prescribed to be a compoundable offence by accepting from the person reasonably suspected of having committed such offence a sum of money not exceeding such amount as may be prescribed.

(3)

All sums of money received under this section shall be paid into the Federal Consolidated Fund.

Protection of informers and information

140. (1)

Where any complaint made by an officer of the

Commission states that the complaint is made in consequence of information received by the officer making the complaint, the information referred to in the complaint and the identity of the person from whom such information is received shall be secret between the officer who made the complaint and the person who gave the information, and everything contained in such information, the identity of the person who gave the information and all other circumstances relating to the information, including the place where it was given, shall not be disclosed or be ordered or required to be disclosed in any civil, criminal or other proceedings before any court, tribunal or other authority.

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(2)

If any book, paper or other document, or any visual or sound recording, or other matter or material which is given in evidence or liable to inspection in any civil, criminal or other proceedings before any court, tribunal or other authority contains any entry or other matter in which any person who gave the information is named or described or shown, or which might lead to his discovery, the court, tribunal or authority before which the proceedings are held shall cause all parts thereof or passages therein to be concealed from view or to be obliterated or otherwise removed so far as is necessary to protect such person from discovery.

(3)

Any person who gives the information referred to in subsection (1) knowing that the information is false shall be guilty of an offence and shall be liable on conviction to a fine not exceeding one hundred thousand ringgit or to imprisonment for a term not exceeding ten years or to both.

(4)

Subsections (1) and (2) shall not apply to any investigation into, or prosecution of, any offence under subsection (3).

Offences under securities law are seizable offences

141. Every offence punishable under a securities law shall be a seizable offence, and a police officer not below the rank of Inspector, or an Investigating Officer of the Commission appointed under subsection 125(1), may arrest without warrant any person whom he reasonably suspects to have committed or to be committing any such offence.

Duty of Investigating Officer to make over arrested person to the police

142. If an Investigating Officer of the Commission appointed under subsection 125(1) makes an arrest under section 141 he shall without unnecessary delay make over the person so arrested to the nearest police officer or, in the absence of a police officer, take such person to the nearest police station, and thereafter the person arrested shall

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be dealt with in accordance with the law relating to criminal procedure for detention under section 117 of the Criminal Procedure

Code [Act 593] as if he had been arrested by a police officer.

Detention of arrested person

143. Notwithstanding any other provision in any other written law relating to criminal procedure, a Magistrate authorizing the detention of a person arrested under section 141 shall authorize the detention of the person arrested in the custody of the police.

Public servants and public officers

144. (1) All members of the Commission or any of its committees or any officer, servant or agent of the Commission while discharging their duties as such members, officers, servants or agents shall be deemed to be public servants within the meaning of the Penal Code [Act 574] and public officers for the purposes of the Evidence Act 1950 or any other written law which the Minister may, on the recommendation of the Public Prosecutor, prescribe.

(2)

Without affecting the generality of subsection (1), an

Investigating Officer of the Commission shall be deemed to be a public servant for the purposes of the Penal Code, and a public officer for the purposes of the Criminal Procedure Code and the Evidence

Act 1950 or any other written law which the Minister may, on the recommendation of the Public Prosecutor, prescribe.

Power to engage persons to render assistance

145. The Commission may, either generally or in a particular matter, engage under such terms and conditions of engagement as the

Commission may determine from time to time, any person who is not an officer of the Commission to render such assistance as the

Commission may require or specify in connection with the performance of its functions, or the discharge of its duties under a

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securities law, or to perform or discharge the same on behalf of and in the name of the Commission.

Power to review

146. (1) Except as otherwise provided in the securities laws, any person who is aggrieved by the decision of the Commission may appeal to the Commission to review its own decision.

(2)

An appeal to the Commission to review its own decision shall be made in writing within thirty days after the aggrieved person is notified of such decision.

Decision of Minister or Commission to be final

147. Except as otherwise provided in the securities laws—

(a)

any decision made by the Minister under the securities laws, whether an original decision by him or a decision on appeal to him from a decision of the Commission; or

(b)

any decision by the Commission under the securities laws made pursuant to an appeal to review its original decision, shall be final.

Obligation of secrecy

148. (1) Subject to section 124 of the Evidence Act 1950, persons specified in subsection (2) shall not disclose any information which has been obtained by him in the course of his functions and which is not published in accordance with the securities laws, except—

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Commission in the discharge of its functions under the securities laws or any other written law;

Commission; or

(i)

the Commission;

Shariah Advisory Council, the Audit Oversight Board, or the Capital Market Development Fund Board;

(i)

the Commission;

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Permitted disclosure in civil enforcement proceedings

148A. (1) In any civil enforcement proceedings by the

Commission, the Commission may be ordered to give discovery of or produce for inspection under Order 24 of the Rules of

Court 2012 [P.U. (A) 205/2012] the following documents which are or have been in the Commission’s possession, custody or power as a result of the performance or exercise by the

Commission of any of its functions under the securities laws:

Commission under sections 31x and 134;

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Commission to investigate or provide assistance on any possible or alleged contravention of the securities laws;

Commission and—

(i)

any public officer;

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(f)

all statements recorded by the Commission under sections 31x and 134 other than statements recorded from the defendant.

Confidentiality of supervisory information

148B. (1) Without affecting the generality of section 148, where the

Commission produces any document or information in relation to—

Commission.

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Assistance to police or other public officer

149.

Notwithstanding section 148, the Commission may, at its own initiative, or at the request of a public officer—

(a)

supply to a police officer or any other public officer a copy of any book or other document seized, detained or taken possession of under section 128 or of any record of examination made under section 134, or of any statement made under section 134(3), or of any book or other document produced under subsection 128(2), or otherwise in the course of any examination under section 134, and such police officer or other public officer may make use of such copy of such book statement, record or other document as may be necessary or expedient in relation to the exercise of his powers, the performance of his functions, or the discharge of his duties, in respect of any person; or

(b)

allow a police officer or any other public officer to have access to and inspect any property, book, other document, article or thing which had been produced before, or seized, detained or taken possession of by an

Investigating Officer under the securities laws, and such police officer or other public officer may make such use of any knowledge gained by such access or inspection as may be necessary or expedient in relation to the exercise of his powers, the performance of his functions, or the discharge of his duties, in respect of any person.

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Assistance to and co-operation with foreign supervisory authorities

150. (1)

Notwithstanding any provision to the contrary under the securities laws, the Commission may, upon receiving a written request from a foreign supervisory authority for assistance to investigate into an alleged breach of a legal or regulatory requirement which the foreign supervisory authority enforces or administers, provide assistance to the foreign supervisory authority by carrying out investigation of the alleged breach of the legal or regulatory requirement or provide such other assistance to the foreign supervisory authority as the Commission thinks fit.

(2)

For the purposes of this section and section 150A, “foreign supervisory authority” means a foreign authority which exercises functions corresponding to the functions of the Commission under a securities law or any person outside Malaysia exercising regulatory functions and in respect of which the Commission considers desirable and necessary to render assistance in the interest of the public.

(3)

For the purposes of subsection (1), the provisions of Part V shall, with such adaptations as are necessary, apply and have effect accordingly as if the breach of the legal or regulatory requirement were an offence under the securities laws.

(4)

In determining whether it is in the interest of the public to render assistance under subsection (1), the Commission shall have regard to—

Commission any costs and expenses incurred for providing the foreign supervisory authority with the assistance; and

(b)

whether the foreign supervisory authority will be able and willing to provide reciprocal assistance within its jurisdiction in response to a comparable request for assistance from the Commission.

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Admissiblity of evidence obtained through assistance from a foreign supervisory authority

150A. (1) If an Investigating Officer of the Commision in the course of his investigation obtains evidence, oral or documentary, through assistance obtained from a foreign supervisory authority, such evidence shall be admissible as prima facie evidence.

(2)

In this section, a copy of a documentary evidence shall not be admissible in evidence unless the person who has custody or control of the document affirms that he has examined and verified the copy of that document with the original.

(3)

Notwithstanding subsection (2), where the original document is not found or is lost, it shall be sufficient for the person who has custody or control of the document to state orally or in an affidavit given under this section that he had made reasonable efforts to locate the original documents and thereafter the copy of such documents shall be admissible as prima facie evidence of such documents in any legal proceedings.

(4)

The oral evidence referred to in subsection (1) shall be admissible as prima facie evidence if a person authorised by the foreign supervisory authority—

(5)

An affidavit under this section shall not be admissible as prima facie evidence unless it is sworn or affirmed—

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(a)

in the Republic of Singapore, before any Judge, District

Judge, Assistant District Judge, Registrar, Deputy

Registrar, police, Magistrate or before any person authorized to take affidavits by any written law in force in the Republic of Singapore;

(b)

in England, Scotland, Ireland or the Channel Islands or in any colony, island or palce under the dominion or jurisdiction or protection or Her Britannic Majesty, before any Judge, Court, Notary Public or other person lawfully authorized to administer oaths; or

(c)

in any other place, before any officer exercising consular functions on behalf of Malaysia.

(6)

The court shall take judicial notice of the seal or signature, as the case may be, of any Judge, Court, Notary Public, Consul, Vice

Consul, or other person whose seal or signature is appended or subscribed to any affidavit.

Admissiblity of statements and documents of persons who are dead or cannot be traced, etc.

150B. Notwithstanding any written law to the contrary, in any proceedings against any person for an offence under the securities law—

(a)

any statement made by any person to an Investigating

Officer of the Commission in the course of an investigation under the securities laws; and

(b)

any document, or copy of any document, seized from any person by an Investigating Officer of the

Commission in the exercise of his powers under or by virtue of the securities laws, shall be admissible in evidence in any proceedings before any court, where the person who made the statement or document or the copy of

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the document, or the person from whom the document was seized, is dead, or cannot be traced or found, or has become incapable of giving evidence, or whose attendance cannot be procured without an amount of delay or expense which appears to the court unreasonable.

151. (Deleted by Act A1489).

Evidential provision

151A. In any criminal or civil proceedings, any—

Oversight Board, or any committee of the Board or

Audit Oversight Board, if duly signed, shall be admissible as prima facie evidence of the facts stated therein.

Disclosure of information to Commission

152. (1)

The Commission may, by notice in writing, require any person to disclose to the Commission such information as the

Commission may specify in the notice as it deems expedient for the due administration of the securities laws.

(2)

Where any information is required to be disclosed to the

Commission under subsection (1), the person to whom the notice is directed shall not—

(a)

disclose or cause to be disclosed any information that is false or misleading;

Securities Commission Malaysia 105

(b)

disclose or cause to be disclosed any information from which there is a material omission; or

(c)

engage in, or aid, or abet, conduct that is misleading or deceptive or is likely to mislead or deceive the

Commission.

(3)

Without prejudice to subsection (2), where a person referred to in subsection (1) becomes aware that—

(a)

any information disclosed to the Commission under subsection (1) is false or misleading;

(b)

any information disclosed to the Commission under subsection (1) is information from which there is a material omission; or

(c)

the person’s conduct is misleading or deceptive or is likely to mislead or deceive the Commission, the person shall advise the Commission of the facts and shall take such action as the Commission may require.

(4)

A person who contravenes subsection (2) or (3) shall be guilty of an offence and shall on conviction be punished with a fine not exceeding one million ringgit or imprisonment for a term not exceeding ten years or both.

Power of Commission to publish information

152A. The Commission may, where it thinks necessary or expedient in the interest of the public or for the protection of investors and in such form or manner as it thinks fit, publish any information in relation to—

(a)

the grant of, lapsing, revocation or suspension of an approval, licence or exemption granted under the securities laws to any person;

106 Laws of Malaysia ACT 498

(b)

any rulings issued under the securities laws;

(c)

any action taken under section 354, 355 or 356 of the

Capital Markets and Services Act 2007;

(d)

an order by the court under section 360 of the Capital

Markets and Services Act 20007;

(e)

the compounding of any offence—

(i)

under the securities laws; or

Malaysia or any other territory or country outside Malaysia;

(i)

under the securities laws against any person and the outcome of such proceedings, including any settlement, whether in or out of court; or

Malaysia or any territory or country outside

Malaysia, against any person and the outcome of such proceedings, including any settlement, whether in or out of court;

Markets and Services Act 2007;

Markets and Services Act 2007; or

(g)

any other action or measure as may be taken by the

Minister, the Commission, a stock exchange, a derivatives exchange or an approved clearing house against any person.

Securities Commission Malaysia 107

153. (Deleted by Act A1305).

Officers of Commission may represent Commission in civil proceedings

154.

Notwithstanding the provisions of any written law—

(a)

in any civil proceedings by or against the Commission;

or

(b)

in any other civil proceedings in which the Commission is required or permitted by the court to be represented or to be heard, or is otherwise entitled to be represented or to be heard, any officer of the Commission authorized by the Chairman for the purpose may, on behalf of the Commission, institute such proceedings or appear as an advocate therein, and may make all appearances and applications and to do all acts in respect of such proceedings on behalf of the Commission.

155. (Deleted by Act A1305).

156. (Deleted by Act A1305).

Attempts, abetments and conspiracies

157. A person who—

(a)

attempts to commit any offence under this Act;

(b)

does any act in furtherance of the commission of any offence under this Act; or

108 Laws of Malaysia ACT 498

(as those terms are defined in the Penal Code) any offence under this Act, whether or not the offence is committed in consequence thereof, shall be guilty of such offence and shall be punished with or be liable to the penalty provided for such offence.

Written notices, circulars, conditions or guidelines

158. (1)

The Commission may, generally in respect of any securities law or in respect of any particular provision of any securities law, issue such written notices, circulars or guidelines as the Commission considers desirable.

(2)

Subject to this Act or unless the contrary intention is expressly stated, the Commission may require a person to whom any written notices, circulars, conditions or guidelines apply to give effect to all written notices, circulars, conditions or guidelines issued by the

Commission within such period as may be specified by the

Commission.

(3)

(Deleted by Act A1305).

(4)

Where a person referred to in subsection (2) fails to give effect to any written notice, circular, condition or guideline issued by the Commission, the Commission may, after giving such person a reasonable opportunity to be heard, take such action as the

Commission deems fit.

(8)

Nothing in this section shall preclude the Commission from taking any of the actions that it is empowered to take under any of the

Securities Commission Malaysia 109

provisions of the securities laws against the person failing to give effect to any written notice, circular, condition or guideline.

Power to make regulations

159.

(1)

The Commission may, with the approval of the

Minister, make regulations as may be necessary or expedient for—

(b)

carrying out or achieving the objects and purposes of the securities laws; or

(c)

the further, better or convenient implementation of the provisions of the securities laws.

(2)

Without prejudice to the generality of subsection (1), regulations may be made for the non-application of any of the provisions of the securities laws to any specified person or to any person who is a member of a specified class of persons, subject to any terms and conditions prescribed.

Power to amend schedules

159A. (1) The Minister may, on the recommendation of the

Commission, by order published in the Gazette, vary, delete, add to, substitute for, or otherwise amend any of the schedules in this Act.

(2)

The Minister in varying, deleting, adding or substituting any of the schedules referred to in subsection (1) may impose such terms and conditions as he thinks necessary.

(3)

In making the order under subsection (1), the Minister shall have regard to the interests of the public.

110 Laws of Malaysia ACT 498

Immunity

160. No action, suit, prosecution or other proceeding shall lie or be brought, instituted, or maintained in any court or before any other authority against—

(i)

a member of the Board, Shariah Advisory

Council, Audit Oversight Board, Capital Market

Development

Fund or

Capital

Market

Compensation

Fund

Corporation, or any committee established by the Commission,

Shariah Advisory Council, Audit Oversight

Board, Capital Market Development Fund or

Capital Market Compensation Fund Corporation;

or

Provided that such act, statement, performance of functions or exercise of power was done or made, in good faith.

Securities Commission Malaysia 111

Power to issue directions to discharge

Government’s international obligation under United Nations Security Council

Resolutions

160A. (1) Where the Security Council of the United Nations decides, in pursuant to the Charter of the United Nations, on measures to be employed to give effect to any of its decisions and calls upon the

Government of Malaysia to apply such measures, the Commission may, in relation to the measures that are within the functions of the

Commission, issue directions in writing to any persons licensed, registered, approved, recognized or authorized under any securities laws, to enable those measures to be effectively applied.

shall comply with the direction notwithstanding any other duty imposed on the said person by any contract or law or international agreement.

112 Laws of Malaysia ACT 498

PART VII

REPEAL AND TRANSITIONAL PROVISIONS

Repeal

161. Sections 5 and 6 of the Securities Industry Act 1983 and section 179 of the Companies Act 1965 (in this Part referred to as the

“repealed sections”) are hereby repealed.

Saving

162. All regulations, instructions, orders and decisions made under or in accordance with the repealed sections shall remain valid and binding and shall be deemed to have been made under the provisions of this Act until they are amended or repealed or until they expire.

Continuance of other rights, liabilities, etc., under the repealed sections

163. (1)

Subject to the provisions of this Act, any right, privilege, obligation or liability acquired or accrued under the repealed sections or any legal proceedings or remedy in respect of such right, privilege, obligation or liability shall not be affected and any such legal proceedings or remedy may be instituted, continued or enforced as if this Act had not been made.

(2)

All applications pending under the repealed sections shall be dealt with under this Act by the Commission as if they had been made under the provisions of this Act.

Continuance of criminal and civil proceedings

164. (1)

Subject to the provisions of this Act, neither the repealed sections nor anything contained in this Act shall affect any person liable to be prosecuted or punished for offences committed under the

Securities Commission Malaysia 113

repealed sections before the appointed day, or any proceedings brought or sentence imposed before that day in respect of such offence.

(2)

Subject to the provisions of this Act, any proceedings, whether civil or criminal, or cause of action pending or existing immediately before the appointed day, by or against the Capital

Issues Committee or the Panel On Take-Overs And Mergers or any person acting on behalf of the Capital Issues Committee or the Panel

On Take-Overs And Mergers may be continued or instituted by or against the Capital Issues Committee or the Panel On Take-Overs

And Mergers as it might have been continued or instituted by or against the Capital Issues Committee or the Panel On Take-Overs

And Mergers or such person if this Act had not been passed.

(3)

Any appeal brought or any leave to appeal applied for on or after the appointed day against a decision given in any legal proceedings before that day may be brought by or against the

Commission as it might have been brought by or against the Capital

Issues Committee or the Panel On Take-Overs And Mergers if this

Act had not been passed.

Transitional and savings

165. (1)

All actions, regulations, orders, directions, notifications, approvals, decisions and other executive acts, howsoever called, made, given or done under, or in accordance with, or by virtue of, the provisions of the Companies Act 1965 or the Securities Commission

(Unit Trust Scheme) Regulations 1996 [P.U. (A) 439/1996] before the commencement of this Act shall, in so far as it is not inconsistent with the provisions of this Act, be deemed to have been made, given, or done under, or in accordance with, or by virtue of, the corresponding provisions of the Companies Act 1965 or the

Securities Commission (Unit Trust Scheme) Regulations 1996 as amended by this Act, and shall continue to remain in force and have effect in relation to the persons to whom they apply until amended, revoked or rescinded under, in accordance with, or by virtue of, the

114 Laws of Malaysia ACT 498

corresponding provisions of the principal Act as amended by this

Act.

Act 1965 or the Securities Commission (Unit Trust Scheme)

Regulations 1996 before the commencement of this Act or any proceedings brought or sentence imposed before the date of commencement of this Act in respect of such offence.

(3)

Nothing in this Act shall affect any right, privilege, obligation or liability acquired, accrued or incurred under the

Companies Act 1965 or the Securities Commission (Unit Trust

Scheme) Regulations 1996 before the commencement of this Act and any legal proceedings, remedy or investigation in respect of such right, privilege, obligation or liability shall not be affected and any such legal proceedings, remedy or investigation may be instituted, continued or enforced as if this Act had not been enacted.

(4)

Nothing in this Act shall—

(b)

apply in relation to an issuer, borrower, guarantor or trustee or any other person in respect of any securities that have been issued or offered for subscription or purchase or in respect of which an invitation to subscribe for or purchase securities has been made before the commencement of this Act; or

(c)

require the appointment of any trustee or the execution of any trust deed in respect of any debenture issued before the commencement of this Act, where there was no such requirement before the commencement of this Act.

Central Bank of Malaysia or terms of a debenture approved by the

Securities Commission Malaysia 115

Central Bank of Malaysia pursuant to paragraph (e) of Part I of the

First Schedule to the Banking and Financial Institutions Act 1989

[Act 372] before 1 July 2000 may, after 1 July 2000, be varied or modified by the Commission under section 32 of the Act.

(5)

Where, upon the commencement of this Act, securities may be issued, offered for subscription or purchase or where an invitation to subscribe for or purchase securities has been made on the basis of any prospectus issued before the commencement of this Act, the issuer shall, unless the written approval of the Commission granting an exemption is obtained, issue such supplementary prospectus and take such other action to ensure that the issue, offer or invitation complies with the requirements of this Act.

(6)

The Commission may, by a direction in writing given to any issuer referred to in subsection (5) determine what action is to be taken by that issuer and how any difficulty arising in respect of the provisions introduced or amended by this Act may be overcome.

(7)

Nothing in this Act shall—

(a)

affect the validity or operation of any interest or deed, to which Division 5 of Part IV of the Companies Act 1965

applies, issued or executed before the commencement of this Act; or

(b)

apply in relation to the management company by or on whose behalf any interest to which Division 5 of Part IV of the Companies Act 1965 applies and which have been issued before the commencement of this Act or in relation to the trustee for the holders of any such interest.

Prevention of anomalies

166. If any difficulty arises with respect to the foregoing saving and transitional provisions, the Minister may by order make such

116 Laws of Malaysia ACT 498

modifications in those provisions as may appear to him necessary for preventing anomalies:

Provided that the Minister shall not exercise the power so conferred by this section after the expiration of two years from the date of commencement of this Act.

Securities Commission Malaysia 117

SCHEDULE 1

Part 1

[Section 2]

[Act 759];

[Act 759];

Services Act 2013;

Financial Institutions Act 2002 [Act 618];

Gazette.

118 Laws of Malaysia ACT 498

Part 2

Markets and Services Act 2007;

SCHEDULE 2

[Section 31D]

Resignation of office

1. A member of the Audit Oversight Board may at any time resign his office by giving a written notice addressed to the Commission.

Tenure of office

2. (1) An executive chairman of the Audit Oversight Board shall hold office for a term not exceeding three years as may be specified in his instrument of appointment and is eligible for reappointment.

Remuneration

3. The executive chairman and non-executive members of the Audit Oversight

Board may be paid such remuneration or allowance as the Commission may determine.

Securities Commission Malaysia 119

Vacation of office

4. (1) The office of a member of the Audit Oversight Board shall be vacated if—

Board without leave of the Chairman; or

Commission may appoint another person to fill the vacancy for the remainder of the term for which his predecessor was appointed.

Meetings

5. (1) The Audit Oversight Board shall meet at such time and place as may be appointed bythe executive chairman from time to time.

120 Laws of Malaysia ACT 498

SCHEDULE 3

(Deleted by Act A1305)

SCHEDULE 4

(Deleted by Act A1305)

SCHEDULE 5

(Deleted by Act A1305)

121

Act 498

LIST OF AMENDMENTS

Amending law

Short title

In force from

Securities Commission

25-11-1995;

except section 11: 01-01-1999

Act A987

Futures Industry

(Amendment and

Consolidation) Act 1997

16-04-1997

Securities Commission

01-11-1998

Securities Commission

01-07-2000

P.U. (A) 354/2000

Securities Commission

01-07-2000

Securities Commission

(Amendment of Schedule 2

and Schedule 3) Order 2001

03-08-2001

P.U. (A) 239/2001

Securities Commission

(Amendment of Schedule 4)

Order 2001

03-08-2001;

except subparagraph 2(c): 01-03-2001

Securities Commission

12-06-2002

Securities Commission

05-01-2004

P.U. (A) 373/2004

Securities Commission

(Amendment of Schedule 4)

Order 2004 04-11-2004

122 Laws of Malaysia ACT 498

Amending law

Short title

In force from

P.U. (A) 343/2005

Securities Commission

(Amendment of Schedule 1)

Order 2005

16-09-2005

Securities Commission

(Amendment of Schedule 2)

and Schedule 3) Order 2005

16-09-2005

P.U. (A) 69/2006

Securities Commission

(Amendment of Schedule 4)

Order 2006

24-02-2006

Securities Commission (Amendment) Act 2007

28-09-2007

All the provisions of the Act come into operation except for section 7

of the Act [Act

A1305] in respect of the deletion of

Division 2 of Part

IV (ie. Section 33 to 34C) of the

Securities

Commission Act 1993

[P.U.(B)1343/2007]

01-04-2010

Deletion of

Division 2 of Part

IV of the Securities

Commission Act 1993 [Act 498]

[P.U.(B)140/2010]

Securities Commission (Amendment) Act 2010 01-04-2010

[P.U.(B)141/2010]

Securities Commission (Amendment) Act 2011 03-10-2011

[P.U.(B)517/2011]

Securities Commission (Amendment) Act 2015 15-09-2015

[P.U.(B)368/2015]

_____________

123

Act 498

LIST OF SECTIONS AMENDED

Section

Amending authority

In force from

2

Act A1489 25-11-1995 01-11-1998 01-07-2000 05-01-2004 28-09-2007 01-04-2010 03-10-2011 15-09-2015

2A

25-11-1995 15-09-2015

2B

01-07-2000 28-09-2007

2C

01-07-2000 28-09-2007

2D

01-07-2000

2E

01-07-2000 05-01-2004

2F

05-01-2004 2G

05-01-2004 15-09-2015

2H

05-01-2004

4

05-01-2004 15-09-2015

4A

124 Laws of Malaysia ACT 498

Section

Amending authority

In force from

4B

15-09-2015

5

15-09-2015 6

15-09-2015 7

15-09-2015 8

15-09-2015 9

15-09-2015 10

15-09-2015 11

15-09-2015 13

25-11-1995 15-09-2015

14

15-09-2015

15

Act 987

25-11-1995 16-04-1997 05-01-2004 01-04-2010 03-10-2011 15-09-2015

16

25-11-1995

17

Act A1149

12-06-2002 15-09-2015

18

28-09-2007 15-09-2015

18A

15-09-2015 19

25-11-1995

20

15-09-2015 21

15-09-2015 22

Act A926 25-11-1995

Securities Commission Malaysia 125

Section

Amending authority

In force from

05-01-2004 15-09-2015

22A

25-11-1995 03-10-2011 15-09-2015

23

15-09-2015

24

25-11-1995 28-09-2007 03-10-2011 15-09-2015

26

15-09-2015 29

15-09-2015 30

15-09-2015 31A

01-04-2010 03-10-2011 15-09-2015

31B

01-04-2010 15-09-2015

31C

01-04-2010 03-10-2011 15-09-2015

31D

01-04-2010 15-09-2015

31E

01-04-2010 03-10-2011 15-09-2015

31EA

03-10-2011 15-09-2015

31F

01-04-2010

31G

01-04-2010

126 Laws of Malaysia ACT 498

Section

Amending authority

In force from

31H

01-04-2010

31I

01-04-2010

31J

01-04-2010

31K

01-04-2010

31L

01-04-2010 03-10-2011 15-09-2015

31M

01-04-2010

31N

01-04-2010 03-10-2011 15-09-2015

31O

01-04-2010 03-10-2011 15-09-2015

31P

01-04-2010 03-10-2011 15-09-2015

31Q

01-04-2010 03-10-2011 15-09-2015

31R

01-04-2010 03-10-2011 15-09-2015

31S

01-04-2010 03-10-2011 15-09-2015

31T

01-04-2010 03-10-2011

31U

Act A1369 01-04-2010

31V

Act A1489 01-04-2010 15-09-2015

Securities Commission Malaysia 127

Section

Amending authority

In force from

31W

01-04-2010 03-10-2011 15-09-2015

31X

01-04-2010 03-10-2011

31Y

01-04-2010 03-10-2011 15-09-2015

31Z

01-04-2010 15-09-2015

31ZA

01-04-2010 03-10-2011

31ZB

01-04-2010 03-10-2011

31ZC

01-04-2010

31ZD

01-04-2010 03-10-2011 15-09-2015

31ZE

15-09-2015 31ZF

15-09-2015 31ZG

15-09-2015 31ZH

15-09-2015 31ZI

15-09-2015 31ZJ

15-09-2015 31ZK

15-09-2015 31ZL

31ZM

15-09-2015 31ZN

128 Laws of Malaysia ACT 498

Section

Amending authority

In force from

31ZO

15-09-2015 31ZP

15-09-2015 32

01-01-1999 01-07-2000 12-06-2002 28-09-2007

32A

01-01-1999 01-07-2000 28-09-2007

32B

01-01-1999 01-07-2000 28-09-2007

33

01-01-1999 01-04-2010

33A

01-01-1999 01-04-2010

33B

01-01-1999 01-07-2000 01-04-2010

33C

01-01-1999 01-04-2010

33D

01-01-1999 05-01-2004 01-04-2010

33E

01-01-1999 01-07-2000 01-04-2010

34

01-01-1999 01-04-2010

34A

01-01-1999 01-04-2010

34B

Act A926 01-01-1999

Securities Commission Malaysia 129

Section

Amending authority

In force from

01-04-2010

34C

01-01-1999 01-04-2010

35

01-11-1998 01-07-2000 12-06-2002 28-09-2007

35A

01-11-1998 01-07-2000 28-09-2007

35B

01-11-1998 01-07-2000 28-09-2007

36

25-11-1995 01-11-1998 01-07-2000 28-09-2007

36A

01-11-1998 01-07-2000 28-09-2007

36B

01-11-1998 01-07-2000 28-09-2007

36C

01-11-1998 01-07-2000 28-09-2007

36D

01-11-1998 01-07-2000

37

38

01-11-1998 01-07-2000 28-09-2007

130 Laws of Malaysia ACT 498

Section

Amending authority

In force from

38A

01-11-1998 01-07-2000 28-09-2007

39

01-11-1998 01-07-2000 28-09-2007

39A

25-11-1995 01-07-2000 28-09-2007

39B

25-11-1995 01-07-2000 28-09-2007

39C

01-11-1998 01-07-2000 28-09-2007

39D

01-11-1998 01-07-2000 28-09-2007

39E

01-11-1998 01-07-2000 28-09-2007

39F

01-11-1998 01-07-2000 28-09-2007

39G

01-11-1998 01-07-2000 28-09-2007

40

01-07-2000 28-09-2007

41

Act A1305 25-11-1995 01-07-2000 12-06-2002 28-09-2007

42

Act A1074 01-07-2000

Securities Commission Malaysia 131

Section

Amending authority

In force from

28-09-2007

42A

25-11-1995 01-07-2000

43

01-11-1998 01-07-2000 28-09-2007

43A

25-11-1995 01-07-2000 28-09-2007

43B

25-11-1995 01-11-1998 01-07-2000 28-09-2007

43C

25-11-1995 01-07-2000 28-09-2007

44

25-11-1995 01-07-2000 28-09-2007

44A

25-11-1995 01-07-2000

45

01-07-2000 05-01-2004 28-09-2007

46

01-07-2000 28-09-2007

47

01-07-2000 28-09-2007

48

49

01-07-2000 28-09-2007

132 Laws of Malaysia ACT 498

Section

Amending authority

In force from

50

01-07-2000 28-09-2007

51

01-07-2000 28-09-2007

52

01-07-2000 28-09-2007

53

01-07-2000 28-09-2007

54

01-07-2000 28-09-2007

55

01-07-2000 28-09-2007

56

01-07-2000 28-09-2007

57

01-07-2000 28-09-2007

58

01-07-2000 28-09-2007

59

01-07-2000 28-09-2007

60

01-07-2000 28-09-2007

61

01-07-2000 28-09-2007

62

01-07-2000 28-09-2007

63

64

01-07-2000 28-09-2007

Securities Commission Malaysia 133

Section

Amending authority

In force from

65

01-07-2000 28-09-2007

66

01-07-2000 28-09-2007

67

01-07-2000 28-09-2007

68

01-07-2000 28-09-2007

69

01-07-2000 28-09-2007

70

01-07-2000 28-09-2007

71

01-07-2000 28-09-2007

72

01-07-2000 28-09-2007

73

01-07-2000 28-09-2007

74

01-07-2000 28-09-2007

75

01-07-2000 28-09-2007

76

01-07-2000 28-09-2007

77

01-07-2000 28-09-2007

78

79

01-07-2000 28-09-2007

134 Laws of Malaysia ACT 498

Section

Amending authority

In force from

80

01-07-2000 28-09-2007

81

82

01-07-2000 28-09-2007

83

01-07-2000 28-09-2007

84

01-07-2000 28-09-2007

85

01-07-2000 28-09-2007

86

01-07-2000 28-09-2007

87

01-07-2000 28-09-2007

88

01-07-2000 28-09-2007

89

01-07-2000 28-09-2007

90

01-07-2000 28-09-2007

91

01-07-2000 28-09-2007

92

01-07-2000 28-09-2007

93

94

01-07-2000 28-09-2007

Securities Commission Malaysia 135

Section

Amending authority

In force from

95

01-07-2000 28-09-2007

96

01-07-2000 28-09-2007

97

01-07-2000 28-09-2007

98

01-07-2000 28-09-2007

99

01-07-2000 28-09-2007

100

01-07-2000 28-09-2007

101

01-07-2000 28-09-2007

102

01-07-2000 28-09-2007

103

01-07-2000 28-09-2007

104

01-07-2000 28-09-2007

105

01-07-2000 28-09-2007

106

01-07-2000 28-09-2007

107

01-07-2000 28-09-2007

108

109

01-07-2000 28-09-2007

136 Laws of Malaysia ACT 498

Section

Amending authority

In force from

110

01-07-2000 28-09-2007

111

01-07-2000 28-09-2007

112

01-07-2000 28-09-2007

113

01-07-2000 28-09-2007

114

01-07-2000 28-09-2007

115

01-07-2000 28-09-2007

116

01-07-2000 28-09-2007

117

01-07-2000 28-09-2007

118

01-07-2000 28-09-2007

119

01-07-2000 28-09-2007

120

01-07-2000 28-09-2007

121

01-07-2000 28-09-2007 122

01-07-2000 28-09-2007

123

124

01-07-2000 28-09-2007

Securities Commission Malaysia 137

Section

Amending authority

In force from

124A

12-06-2002 28-09-2007

124B

12-06-2002 28-09-2007

125

01-07-2000 28-09-2007

126

01-07-2000 28-09-2007 03-10-2011 15-09-2015

127

01-07-2000 28-09-2007

128

01-07-2000 28-09-2007

129

01-07-2000

130

01-07-2000

131

01-07-2000

132

01-07-2000 133

01-07-2000

134

01-07-2000 28-09-2007 03-10-2011

135

01-07-2000 15-09-2015

136

01-07-2000

137

01-07-2000

138

01-07-2000

139

138 Laws of Malaysia ACT 498

Section

Amending authority

In force from

140

01-07-2000

141

01-07-2000

142

01-07-2000

143

01-07-2000

144

01-07-2000

145

01-07-2000

146

01-07-2000 28-09-2007 03-10-2011

147

Act A1403 01-07-2000 28-09-2007 03-10-2011

148

01-07-2000 28-09-2007 01-04-2010 15-09-2015

148A

15-09-2015 148B

15-09-2015 149

28-09-2007 01-07-2000

150

01-07-2000 28-09-2007 15-09-2015

150A

Act A1489 28-09-2007 03-10-2011 15-09-2015

150B

03-10-2011

151

Act A1489 01-07-2000 28-09-2007 15-09-2015

Securities Commission Malaysia 139

Section

Amending authority

In force from

151A

05-01-2004 15-09-2015

152

01-07-2000 05-01-2004

152A

28-09-2007 03-10-2011 15-09-2015

153

01-07-2000 28-09-2007

154

01-07-2000

155

01-07-2000 28-09-2007

156

01-07-2000 28-09-2007

157

01-07-2000

158

01-07-2000 05-01-2004 28-09-2007

159

01-07-2000 28-09-2007 03-10-2011

159A

03-10-2011 160

01-07-2000 01-04-2010 15-09-2015

160A

161

01-07-2000

162

01-07-2000

163

01-07-2000

140 Laws of Malaysia ACT 498

Section

Amending authority

In force from

164

01-07-2000

165

P.U. (A) 354/2000

01-07-2000 12-06-2002 01-07-2000

166

01-07-2000

25-11-1995 01-07-2000

Schedule 1

P.U. (A) 343/2005

01-07-2000 05-01-2004 16-09-2005 28-09-2007 01-04-2010 03-10-2011 15-09-2015

Schedule 2

01-07-2000 03-08-2001 05-01-2004 16-09-2005 28-09-2007 01-04-2010

Schedule 3

01-07-2000 03-08-2001 05-01-2004 16-09-2005 28-09-2007

Schedule 4

P.U. (A) 239/2001

P.U. (A) 373/2004

P.U. (A) 69/2006

01-07-2000

paragraph 11,

01-03-2001;

paragraphs 5 and 6,

03-08-2001 04-11-2004 24-02-2006 28-09-2007

Schedule 5

Suruhanjaya Sekuriti Malaysia 11

Seksyen

Kerajaan di bawah Ketetapan Majlis Keselamatan Pertubuhan Bangsa-Bangsa Bersatu

DAN PERALIHAN

JADUAL 1

JADUAL 2

JADUAL 3 (Dipotong)

JADUAL 4 (Dipotong)

JADUAL 5 (Dipotong)

13

Akta 498

Suatu Akta untuk menubuhkan Suruhanjaya Sekuriti Malaysia dan untuk mengadakan peruntukan mengenai perkara yang berkaitan dan yang bersampingan dengannya.

[1 Mac 1993, P.U. (B) 57/93]

MAKA INILAH DIPERBUAT UNDANG-UNDANG oleh Seri

Paduka Baginda Yang di-Pertuan Agong dengan nasihat dan persetujuan Dewan Negara dan Dewan Rakyat yang bersidang dalam

Parlimen, dan dengan kuasa daripadanya, seperti yang berikut:

BAHAGIAN I

PERMULAAN

Tajuk ringkas dan permulaan kuat kuasa

1. (1)

Akta ini bolehlah dinamakan Akta Suruhanjaya Sekuriti

Malaysia 1993.

(2)

Akta ini hendaklah mula berkuat kuasa pada tarikh yang ditetapkan oleh Menteri melalui pemberitahuan dalam Warta.

Tafsiran

2. (1)

Dalam Akta ini, melainkan jika konteksnya menghendaki makna yang lain—

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Undang-Undang Malaysia

“Bank Negara Malaysia” ertinya Bank Negara Malaysia yang ditubuhkan di bawah Akta Bank Negara Malaysia 2009 [Akta 701];

“berniaga dalam derivatif” mempunyai erti yang diberikan kepadanya dalam Akta Pasaran Modal dan Perkhidmatan 2007;

“berniaga dalam sekuriti” mempunyai erti yang diberikan kepadanya dalam Akta Pasaran Modal dan Perkhidmatan 2007 [Akta 671];

“buku” mempunyai erti yang diberikan kepadanya dalam Akta

Pasaran Modal dan Perkhidmatan 2007;

“bursa” ertinya bursa saham yang ditubuhkan di bawah Akta Pasaran

Modal dan Perkhidmatan 2007;

“bursa derivatif” mempunyai erti yang diberikan kepadanya dalam

Akta Pasaran Modal dan Perkhidmatan 2007;

“bursa saham” mempunyai erti yang diberikan kepadanya dalam

Akta Pasaran Modal dan Perkhidmatan 2007;

“depositori pusat” mempunyai erti yang diberikan kepadanya dalam

Akta Pasaran Modal dan Perkhidmatan 2007;

“derivatif” mempunyai erti yang diberikan kepadanya dalam Akta

Pasaran Modal dan Perkhidmatan 2007;

“ditetapkan”, jika cara menetapkan tidak diperuntukkan, ertinya ditetapkan dari semasa ke semasa melalui peraturan atau perintah yang disiarkan dalam Warta;

“dokumen” mempunyai erti yang diberikan kepadanya dalam Akta

Keterangan 1950 [Akta 56];

“entiti berkepentingan awam” ertinya entiti yang ditentukan dalam

Bahagian 1 Jadual 1;

Suruhanjaya Sekuriti Malaysia 15

“gabungan” mempunyai erti yang diberikan kepadanya dalam Akta

Pasaran Modal dan Perkhidmatan 2007;

“hari ditetapkan” ertinya hari Akta ini mula berkuat kuasa;

“jawatankuasa Lembaga” ertinya mana-mana jawatankuasa yang ditubuhkan oleh Lembaga di bawah seksyen 18;

“Kumpulan Wang” ertinya kumpulan wang yang ditubuhkan di bawah seksyen 23;

“kumpulan wang jadual” ertinya kumpulan wang yang ditentukan dalam Bahagian 2 Jadual 1;

“Lembaga” ertinya Lembaga yang ditubuhkan di bawah seksyen 4;

“Lembaga Pemantauan Audit” ertinya Lembaga Pemantauan Audit yang ditubuhkan di bawah seksyen 31C;

“Mahkamah” ertinya—

Perkara 121 Perlembagaan Persekutuan atau Hakim

Mahkamah Tinggi; atau

Rendah 1948 [Akta 92] atau Hakim Mahkamah

Sesyen atau Majistret;

“Majlis Penasihat Syariah” ertinya Majlis Penasihat Syariah yang ditubuhkan di bawah seksyen 31ZI;

“menentukan”, jika cara menentukan tidak disebut, ertinya menentukan dari semasa ke semasa secara bertulis; dan kuasa menentukan termasuk kuasa untuk menentukan secara berlainan bagi orang yang berlainan atau golongan, kategori atau perihalan orang yang berlainan;

16

Undang-Undang Malaysia

“Menteri” ertinya Menteri yang pada masa ini dipertanggungkan dengan tanggungjawab bagi kewangan;

“orang berlesen” ertinya seseorang yang dilesenkan di bawah Akta

Pasaran Modal dan Perkhidmatan 2007;

“organisasi pengawalseliaan sendiri” mempunyai erti yang diberikan kepadanya dalam Akta Pasaran Modal dan Perkhidmatan 2007;

“organisasi peserta” mempunyai erti yang diberikan kepadanya dalam Akta Pasaran Modal dan Perkhidmatan 2007;

“pasaran diiktiraf” mempunyai erti yang diberikan kepadanya dalam

Akta Pasaran Modal dan Perkhidmatan 2007;

“pasaran modal” mempunyai erti yang diberikan kepadanya dalam

Akta Pasaran Modal dan Perkhidmatan 2007;

“pegawai”, berhubungan dengan—

Pegawai Penyiasat Suruhanjaya yang dilantik di bawah seksyen 125; dan

“pelaburan ditetapkan” mempunyai erti yang diberikan kepadanya dalam Akta Pasaran Modal dan Perkhidmatan 2007;

“pengarah” mempunyai erti yang diberikan kepadanya dalam Akta

Pasaran Modal dan Perkhidmatan 2007;

“Pengerusi” ertinya Pengerusi Suruhanjaya yang dilantik di bawah perenggan 4(2)(a);

“perbadanan” mempunyai erti yang diberikan kepadanya dalam Akta

Syarikat 1965;

Suruhanjaya Sekuriti Malaysia 17

“peserta” mempunyai erti yang diberikan kepadanya dalam Akta

Pasaran Modal dan Perkhidmatan 2007;

“produk pasaran modal” mempunyai erti yang diberikan kepadanya dalam Akta Pasaran Modal dan Perkhidmatan 2007;

“produk pasaran modal Islam” mempunyai erti yang diberikan kepadanya dalam Akta Pasaran Modal dan Perkhidmatan 2007;

“pusat penjelasan” ertinya pusat penjelasan yang diluluskan di bawah Akta Pasaran Modal dan Perkhidmatan 2007;

“rekod” termasuklah maklumat yang disimpan atau dirakamkan dengan cara menggunakan komputer, elektronik atau perantara digital atau apa-apa cara lain untuk menyimpan atau merakam;

“repositori dagangan” mempunyai erti yang diberikan kepadanya dalam Akta Pasaran Modal dan Perkhidmatan 2007;

“sekuriti” mempunyai erti yang diberikan kepadanya dalam Akta

Pasaran Modal dan Perkhidmatan 2007;

“skim pelaburan ditetapkan” mempunyai erti yang diberikan kepadanya dalam Akta Pasaran Modal dan Perkhidmatan 2007;

“skim persaraan swasta” mempunyai erti yang diberikan kepadanya dalam Akta Pasaran Modal dan Perkhidmatan 2007;

“skim unit amanah” mempunyai erti yang diberikan kepadanya dalam Akta Pasaran Modal dan Perkhidmatan 2007;

“Suruhanjaya” ertinya Suruhanjaya Sekuriti Malaysia yang ditubuhkan di bawah seksyen 3;

“syarikat” mempunyai erti yang diberikan kepadanya dalam Akta

Syarikat 1965;

“syarikat pemegangan bursa” mempunyai erti yang diberikan kepadanya dalam Akta Pasaran Modal dan Perkhidmatan 2007;

18

Undang-Undang Malaysia

“Timbalan Ketua Eksekutif” ertinya Timbalan Ketua Eksekutif yang dilantik di bawah perenggan 4(2)(b);

“undang-undang sekuriti” ertinya —

(a)

Akta ini;

(b)

Akta Pasaran Modal dan Perkhidmatan 2007;

(c)

Akta Perindustrian Sekuriti (Depositori Pusat) 1991

[Akta 453];

(d)

mana-mana perundangan lain yang Suruhanjaya diberi kuasa untuk mentadbir atau menguatkuasakan; dan

(e)

apa-apa peraturan, kaedah, perintah, pemberitahuan atau perundangan subsidiari lain yang dibuat di bawah perenggan (a), (b), (c), dan (d);

“urusan atau transaksi pasaran modal Islam” ertinya—

Bahagian VI

Akta Pasaran

Modal dan

Perkhidmatan 2007;

Majlis Penasihat Syariah.

Suruhanjaya Sekuriti Malaysia 19

Sebutan mengenai “Akta ini”

2A.

Apa-apa sebutan dalam Akta ini mengenai “Akta ini”, melainkan jika disebut dengan nyata selainnya, termasuklah sebutan mengenai mana-mana peraturan, kaedah, perintah, pemberitahuan atau perundangan subsidiari lain yang dibuat di bawah Akta ini.

2B. (Dipotong oleh Akta A1305).

2C. (Dipotong oleh Akta A1305).

Daftar

2D. (1)

Suruhanjaya boleh menyimpan apa-apa daftar yang difikirkan perlu olehnya dalam apa-apa bentuk yang difikirkan patut olehnya.

(2)

Mana-mana orang boleh, apabila membayar fi yang ditetapkan—

(a)

memeriksa apa-apa prospektus atau surat ikatan yang berhubungan dengan suatu skim amanah saham atau skim pelaburan yang ditetapkan yang diserah simpan dengan

Suruhanjaya; atau

(b)

menghendaki suatu salinan atau cabutan daripada mana-mana dokumen yang berhak diperiksa olehnya menurut perenggan (a).

(3)

Jika suatu pembuatan semula atau transparensi suatu dokumen dikemukakan untuk pemeriksaan, seseorang tidak berhak menurut perenggan (2)(a) untuk menghendaki supaya dikemukakan dokumen asal.

(4)

Sebutan dalam perenggan (2)(b) mengenai suatu dokumen termasuklah, jika pembuatan semula atau transparensi dokumen itu

20

Undang-Undang Malaysia dimasukkan dalam daftar yang disimpan oleh Suruhanjaya, sebutan mengenai pembuatan semula atau transparensi itu dan jika pembuatan semula atau transparensi itu dimasukkan sedemikian, seseorang tidak berhak menurut perenggan itu untuk mendapatkan suatu salinan atau cabutan daripada dokumen asal itu.

(5)

Suatu salinan atau cabutan daripada mana-mana dokumen, termasuk suatu salinan yang dihasilkan dalam bentuk mikrofilem, yang diserah simpan dengan Suruhanjaya dan diperakui sebagai suatu salinan atau cabutan benar oleh mana-mana pegawai yang diberi kuasa oleh Suruhanjaya hendaklah diterima sebagai keterangan yang sama kesahannya dengan dokumen asal dalam mana-mana prosiding.

(6)

Sebutan dalam subseksyen (5) mengenai suatu dokumen termasuklah, jika suatu pembuatan semula atau transparensi dokumen itu dimasukkan dalam daftar yang disimpan oleh Suruhanjaya, sebutan mengenai pembuatan semula atau transparensi itu.

Pemfailan buku secara elektronik

2E. (1)

Suruhanjaya boleh mengadakan suatu perkhidmatan bagi pemfailan, penyerahsimpanan atau penyerahan secara elektronik buku yang dikehendaki oleh mana-mana peruntukan undang-undang sekuriti supaya difailkan atau diserah simpan dengan atau diserahkan kepada Suruhanjaya.

(2)

Seseorang yang berniat untuk menggunakan perkhidmatan yang diadakan di bawah subseksyen (1) hendaklah menjadi pelanggan perkhidmatan itu dengan membayar fi yang ditetapkan, jika ada, dan dengan mematuhi apa-apa terma dan syarat sebagaimana yang ditentukan oleh Suruhanjaya.

(3)

Hanya seorang pelanggan kepada perkhidmatan yang diadakan di bawah subseksyen (1) atau mana-mana orang lain yang dibenarkan oleh Suruhanjaya boleh memfailkan atau menyerah simpan buku dengan Suruhanjaya atau menyerahkan buku kepada Suruhanjaya, secara elektronik.

Suruhanjaya Sekuriti Malaysia 21

(4)

Sesuatu buku yang difailkan, diserah simpan atau diserahkan secara elektronik di bawah seksyen ini hendaklah disifatkan telah mematuhi kehendak pemfailan, penyerahsimpanan atau penyerahan jika buku itu disampaikan atau dihantar kepada Suruhanjaya mengikut cara yang ditentukan oleh Suruhanjaya.

(5)

Suruhanjaya boleh menentukan buku yang boleh difailkan, diserah simpan atau diserahkan secara elektronik.

(6)

Sesuatu buku yang dikehendaki supaya disetemkan, ditandatangani atau dimeterai hendaklah, sekiranya buku itu hendak difailkan, diserah simpan atau diserahkan secara elektronik, diperakui atau disahkan mengikut cara yang ditentukan oleh Suruhanjaya.

Suruhanjaya dan diperakui sebagai suatu salinan atau cabutan benar oleh mana-mana pegawai yang diberi kuasa oleh

Suruhanjaya, hendaklah diterima sebagai keterangan yang sama kesahannya dengan buku asal dalam mana-mana prosiding.

Suruhanjaya atau diserahkan kepada Suruhanjaya, secara elektronik, Suruhanjaya atau ejennya yang diberi kuasa tidak boleh dipertanggungjawab bagi apa-apa kehilangan atau kerugian yang dialami mana-mana orang yang disebabkan oleh apa-apa kesilapan atau ketinggalan, walau apa jenis sekalipun atau walau bagaimana terjadi sekalipun, yang terdapat dalam apa buku yang diperoleh oleh mana-mana orang daripada perkhidmatan yang disebut dalam subseksyen (1) sekiranya kesilapan atau ketinggalan itu dibuat dengan suci hati dan dalam perjalanan biasa pelaksanaan tugas Suruhanjaya atau ejennya yang diberi kuasa atau tetap atau timbul disebabkan oleh perkhidmatan yang tergendala atau terganggu atau peralatan yang digunakan dan perkhidmatan itu yang cacat atau rosak.

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Undang-Undang Malaysia

Kuasa Suruhanjaya untuk menentukan bentuk dan cara menyimpan atau menyenggara buku-buku

2F.

(1)

Jika di bawah mana-mana peruntukan undang-undang sekuriti mana-mana orang dikehendaki, atau kuasa diberikan kepada

Suruhanjaya untuk menghendaki mana-mana orang, untuk menyimpan atau menyenggara apa-apa buku, Suruhanjaya boleh menentukan bentuk dan cara buku itu disimpan atau disenggara.

(2)

Orang yang disebut dalam subseksyen (1) hendaklah mengambil segala langkah pencegahan yang munasabah, termasuk apa-apa langkah pencegahan yang ditentukan oleh Suruhanjaya, untuk mencegah kerosakan kepada, atau pemusnahan atau pemalsuan, buku itu.

Kuasa Suruhanjaya untuk mengakses buku yang disimpan atau disenggara selain secara bertulis

2G. (1) Jika di bawah mana-mana peruntukan undang-undang sekuriti, kuasa diberikan kepada Suruhanjaya—

Suruhanjaya hendaklah mempunyai akses bagi apa-apa maklumat, dokumen atau buku itu dan boleh—

Suruhanjaya Sekuriti Malaysia 23

ada imej pegun atau bergerak, atau rakaman bunyi, atau apa-apa rakaman elektronik, magnetik, mekanikal atau rakaman lain sekalipun, atas apa-apa bahan, material, benda atau artikel, sebagaimana yang dinyatakan oleh

Suruhanjaya dalam spesifikasinya;

(2)

Bagi maksud seksyen ini, Suruhanjaya boleh menghendaki mana-mana orang yang terlibat dalam penyusunan buku itu, atau dalam penyimpanan atau rakaman buku itu dalam suatu alat penyimpanan atau rakaman, untuk membuat suatu kenyataan yang memberikan penerangan tentang bagaimana untuk mendapatkan akses kepada buku itu.

Kuasa Suruhanjaya untuk menghendaki supaya dikemukakan, dsb. buku yang disimpan atau disenggara selain secara bertulis

2H. (1)

Jika di bawah mana-mana peruntukan undang-undang sekuriti, kuasa diberikan kepada Suruhanjaya untuk membenarkan

Suruhanjaya menghendaki supaya dikemukakan, untuk menggeledah, menyita, mengambil milik, menjaga supaya tidak diganggu atau menahan mana-mana buku, Suruhanjaya boleh menghendaki supaya dikemukakan, menggeledah, menyita, mengambil milik, menjaga supaya tidak diganggu atau menahan mana-mana alat penyimpanan atau rakaman yang dalamnya buku itu disimpan atau dirakamkan.

(2)

Bagi maksud seksyen ini, Suruhanjaya boleh menghendaki mana-mana orang yang terlibat dalam penyusunan buku itu, atau dalam penyimpanan atau rakaman buku itu dalam suatu alat penyimpanan atau rakaman, untuk membuat suatu kenyataan yang memberikan penerangan tentang bagaimana untuk mendapatkan akses kepada buku itu.

24

Undang-Undang Malaysia

BAHAGIAN II

SURUHANJAYA SEKURITI MALAYSIA

Penubuhan Suruhanjaya

3. Maka adalah dengan ini ditubuhkan suatu pertubuhan perbadanan bernama “Suruhanjaya Sekuriti Malaysia” yang kekal turun temurun dan mempunyai suatu meterai perbadanan, dan yang boleh mendakwa dan didakwa atas nama perbadanannya dan, tertakluk kepada dan bagi maksud Akta ini, boleh membuat kontrak dan boleh memperoleh, membeli, mengambil, memegang dan menikmati apa-apa jenis harta alih dan harta tak alih dan boleh memindahhakkan, menyerahhakkan, menyerahkan balik, memulangkan, menggadaikan, menggadaijanjikan, mendemis, menyerahhakkan semula, memindahmilikkan atau dengan apa-apa cara lain melupuskan, atau membuat apa-apa urusan mengenai, apa-apa harta alih atau harta tak alih atau apa-apa kepentingan yang terletak hak pada Suruhanjaya, mengikut apa-apa terma yang difikirkannya patut.

Lembaga Suruhanjaya

4. (1) Hendaklah ada suatu Lembaga Suruhanjaya.

Suruhanjaya Sekuriti Malaysia 25

Suruhanjaya dan sentiasa mengkaji semula prestasi

Suruhanjaya dalam melaksanakan matlamatnya, menjalankan fungsinya dan menggunakan sumber kewangan Suruhanjaya; dan

Pelantikan anggota Lembaga

4A. (1) Seseorang yang akan dilantik sebagai Pengerusi atau

Timbalan Ketua Eksekutif di bawah seksyen 4 hendaklah seorang yang mempunyai integriti dan reputasi yang amat baik dengan pengalaman yang terbukti dan pengetahuan yang diiktiraf dalam kewangan atau pasaran modal.

26

Undang-Undang Malaysia

Pengerusi dan Timbalan Ketua Eksekutif

4B. (1) Pengerusi akan diamanahkan dengan pentadbiran dan pengurusan harian

Suruhanjaya dan boleh, melainkan jika diperuntukkan selainnya di bawah undang-undang sekuriti atau mana-mana undang-undang bertulis lain, menjalankan segala kuasa dan melakukan segala perbuatan yang boleh dijalankan atau dilakukan oleh

Suruhanjaya di bawah undang-undang sekuriti atau mana-mana undang-undang bertulis lain.

Ketua Eksekutif itu tiada atau tidak berupaya untuk bertindak atas apa-apa sebab, seorang anggota kanan pengurusan Suruhanjaya yang ditentukan oleh Lembaga hendaklah menjalankan fungsi Pengerusi.

Kehilangan kelayakan anggota Lembaga

5. (1) Tiada seorang pun boleh dilantik atau terus kekal menjadi anggota Lembaga jika dia—

Suruhanjaya Sekuriti Malaysia 27

Dewan Rakyat atau mana-mana Dewan Undangan;

(f)

terlibat atau menjadi terlibat dalam apa-apa aktiviti yang boleh mengganggu kebebasannya dalam melaksanakan fungsinya.

Lembaga daripada Kementerian yang dipertanggungkan dengan tanggungjawab bagi kewangan.

Tempoh jawatan

6. (1) Pengerusi hendaklah dilantik bagi tempoh tiga tahun dan adalah layak untuk dilantik semula bagi tempoh yang sama.

Lembaga hendaklah dilantik bagi tempoh dua tahun dan adalah layak untuk dilantik semula bagi tempoh yang sama.

Peletakan jawatan

7. Seseorang ahli Lembaga boleh, pada bila-bila masa, meletakkan jawatannya dengan memberi notis secara bertulis kepada Menteri.

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Undang-Undang Malaysia

Pembatalan pelantikan

8. Menteri boleh, pada bila-bila masa, membatalkan pelantikan anggota Lembaga sekiranya anggota itu—

Menteri dan dalam hal Timbalan Ketua Eksekutif atau anggota-anggota lain

Lembaga, tanpa kebenaran

Pengerusi;

Suruhanjaya;

Saraan atau elaun

9. Anggota Lembaga atau mana-mana orang lain yang diundang untuk menghadiri mana-mana mesyuarat atau pertimbangtelitian

Lembaga di bawah seksyen 11 boleh dibayar apa-apa saraan atau elaun yang ditentukan oleh Menteri.

Mesyuarat

10. (1) Lembaga hendaklah bermesyuarat seberapa kerap yang perlu bagi pelaksanaan fungsinya.

Lembaga.

(2)

Kuorum Lembaga ialah lima.

Suruhanjaya Sekuriti Malaysia 29

(3)

Tertakluk kepada peruntukan-peruntukan Akta ini, Lembaga hendaklah menentukan prosedurnya sendiri.

Lembaga boleh mengundang orang lain menghadiri mesyuarat

11. Lembaga boleh mengundang mana-mana orang untuk menghadiri mana-mana mesyuarat atau pertimbangtelitian Lembaga bagi maksud menasihati Lembaga tentang apa-apa perkara yang dibincangkan, tetapi orang yang hadir sedemikian tidak berhak mengundi dalam mesyuarat atau pertimbangtelitian tersebut.

Meterai perbadanan

12. (1) Suruhanjaya hendaklah mempunyai suatu meterai perbadanan dan meterai itu boleh dari semasa ke semasa dipecahkan, ditukar, diubah, dan dibuat baharu sebagaimana yang difikirkan patut oleh

Suruhanjaya.

(2)

Sehingga suatu meterai diadakan oleh Suruhanjaya, suatu cap yang mengandungi perkataan “Suruhanjaya Sekuriti Malaysia” boleh digunakan dan hendaklah disifatkan sebagai meterai perbadanan

Suruhanjaya.

(3)

Meterai perbadanan itu hendaklah disimpan dalam jagaan

Pengerusi atau mana-mana orang lain yang diberi kuasa oleh

Suruhanjaya, dan hendaklah disahkan sama ada oleh Pengerusi atau oleh orang yang diberi kuasa itu atau oleh mana-mana pegawai yang diberi kuasa oleh Pengerusi secara bertulis; dan semua surat ikatan, dokumen dan surat cara lain yang berupa sebagai dimeteraikan dengan meterai itu, dan disahkan sebagaimana yang disebut terdahulu, hendaklah disifatkan telah disempurnakan dengan sah sehingga dibuktikan sebaliknya:

Dengan syarat bahawa apa-apa dokumen atau surat cara yang, jika disempurnakan oleh seseorang yang bukan suatu pertubuhan perbadanan, tidak akan dikehendaki dimeteraikan boleh disempurnakan oleh Suruhanjaya mengikut cara yang serupa, dan

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Undang-Undang Malaysia mana-mana dokumen atau surat cara itu boleh disempurnakan bagi pihak Suruhanjaya oleh mana-mana pegawai atau pekhidmat

Suruhanjaya yang diberi kuasa secara am atau khusus oleh

Suruhanjaya bagi maksud itu.

(4)

Meterai perbadanan

Suruhanjaya hendaklah diberi pengiktirafan kehakiman bagi semua maksud rasmi.

Pendedahan kepentingan

13. (1) Seseorang anggota Lembaga atau mana-mana anggota jawatankuasa

Lembaga yang mempunyai atau memperoleh kepentingan langsung atau tidak langsung berhubung dengan apa-apa perkara yang dibincangkan oleh Lembaga atau jawatankuasa Lembaga hendaklah mendedahkan kepada Lembaga atau jawatankuasa

Lembaga, mengikut mana-mana yang berkenaan, kewujudan kepentingannya dan jenis kepentingannya itu.

(2)

(Dipotong oleh Akta A926).

(3)

Sesuatu pendedahan di bawah subseksyen (1) hendaklah direkodkan dalam minit Lembaga atau jawatankuasa Lembaga, mengikut mana-mana yang berkenaan, dan, selepas pendedahan itu, anggota itu—

(a)

tidak boleh mengambil bahagian atau hadir dalam apa-apa pertimbangtelitian atau keputusan Lembaga atau jawatankuasa Lembaga, mengikut mana-mana yang berkenaan; dan

(b)

hendaklah tidak diambil kira bagi maksud membentuk kuorum Lembaga atau jawatankuasa Lembaga, mengikut mana-mana yang berkenaan., berhubungan dengan perkara itu.

(4)

Mana-mana anggota Lembaga atau jawatankuasa Lembaga yang tidak mendedahkan kepentingannya sebagaimana yang diperuntukkan di bawah subseksyen (1) melakukan suatu kesalahan

Suruhanjaya Sekuriti Malaysia 31

dan, apabila disabitkan, boleh didenda tidak melebihi dua ratus lima puluh ribu ringgit atau dipenjarakan selama tempoh tidak melebihi lima tahun atau kedua-duanya.

(5)

Tiada tindakan atau prosiding Lembaga atau jawatankuasa

Lembaga boleh menjadi tidak sah atas alasan bahawa mana-mana anggota Lembaga atau jawatankuasa telah melanggar peruntukan-peruntukan seksyen ini.

(6)

(Dipotong oleh Akta A926).

Minit

14. (1) Lembaga atau jawatankuasa

Lembaga hendaklah menyebabkan minit segala mesyuarat mereka disenggara dan disimpan dalam bentuk yang sepatutnya.