Rules of procedure of the Swedish Securities Council
Adopted by a plenary session of the Swedish Securities Council on February 1, 2010 with the support of section 17 of the by-laws of the Association for Good Practices in the Securities Market (the Association).
The Council is led by the Chairman. In the Chairman’s absence, the Vice Chairman will act in his stead. The provisions regarding the Chairman in these rules of procedure also apply to the Vice Chairman when acting in the Chairman’s stead.
The Council's secretariat is headed by an Executive Director, who will:
- Periodically provide financial information to the head of the Association’s secretariat and together prepare and monitor the Council’s budget;
- Monitor developments with regard to rules and practices in the Council’s areas of responsibility;
- Respond to questions regarding the Council’s operations;
- Convene and prepare the Council’s meetings in consultation with the Chairman;
- Take responsibility for contacts with applicants;
- Issue statements as delegated by the Chairman;
- Dispatch statements;
- Evaluate questions regarding the public release of statements in consultation with the Chairman;
- Take responsibility for the Council’s archive;
- Take responsibility for the Council’s contacts with the Financial Supervisory Authority and other authorities as well as with applicable marketplaces;
- Provide information on the Council’s operations; and
- Otherwise prepare the Council’s work.
The Council’s secretariat will keep a record listing incoming cases. Documents received and prepared by the Council are filed for each case. Documentation from cases delegated by the Financial Supervisory Authority must be made available to the authority upon request. If a ruling by the Council is appealed to the Financial Supervisory Authority, all documents from the case will be sent to the authority.
Invoices for statements and consultations as well as bookkeeping and other administrative functions are performed by the Association’s secretariat. If the Executive Director is indisposed, the Association’s secretariat will convene the Council’s meetings.
The Council's meetings are always convened by the Chairman or Vice Chairman. Others called to consider a specific case are determined by the Chairman after consulting the Executive Director and taking into consideration the nature of the case. The aim is to rotate members and to put their experience and expertise to best use.
Cases are ruled on by the Council or its Chairman following a presentation, unless special reasons preclude doing so. After consulting the Chairman, the Executive Director appoints experts on the stock market to remain at the disposal of the Council for presentations.
Cases ruled on by the Executive Director are done so after a presentation or without one.
If a listed company or other party requests information or an opportunity to discuss an issue involving good practices on the stock market and a conversation can reasonably take place without having the issue evaluated by the Council through a statement, the issue may be considered by the Chairman or Executive Director.
If a question regards an exemption from the provisions of the rules on public takeovers of any of the marketplaces, or a decision how the rules in question should be interpreted in a particular respect, whether in principle or are of special importance to the operations of these marketplaces, the marketplace in question will be consulted. Consultations may also take place in other cases. Consultations are arranged verbally by the Chairman, Executive Director or rapporteur before the case is presented to the Council, unless special reasons preclude doing so.
Questions concerning fees for cases brought before the Council are evaluated by the Association in consultation with the Executive Director.
The Council’s statements are sent to all members by the Executive Director. However, confidential statements are sent only to the Chairman and Vice Chairman and, on request, to other members who have participated in consideration of the case and those persons at the disposal of the Council for presentations.
If a referral is submitted to the Council, the Chairman will determine whether or not to address it. If a response is in order, the Council will provide a draft to all members, after which the response will be finalized by the Chairman, taking into consideration the opinions that have been expressed.
Possible amendments to these rules of procedure will be considered by a plenary session of the Council. However, the Chairman may rule on deviations from the rules with regard to issues of lesser importance.