CAPITAL MARKETS AUTHORITY ACT.

ARRANGEMENT OF SECTIONS.

   Section

PART I
PRELIMINARY.

   1.   Interpretation.

   2.   Meaning of "associated person".

   3.   Definition of "interest in securities".

PART II
CAPITAL MARKETS AUTHORITY.

   4.   Establishment of the Authority.

   4A.   Official seal of the Authority.

   4B.   Objects of the Authority.

   5.   Functions of the Authority.

   5A.   Independence of the Authority.

   6.   [Repealed].

   7.   Appointment of Chief Executive Officer and other staff.

   8.   General Fund, financial year and accounts.

   9.   Provision of records and information by approved persons and key persons.

   10.   [Repealed].

   11.   Power to search premises.

   12.   Incriminating statements.

   13.   Offences in relation to provision of false information.

   14.   Copies or extracts of books to be admissable in evidence.

   15.   Savings for lawyers.

   16.   Secrecy of information.

   17.   Disclosure to Authority.

   18.   Powers of Authority where there is suspected noncompliance.

   19.   Investigations.

   20.   Inspection by the Authority.

   20A.   Assistance to foreign regulatory authority.

   21.   Power of the court to make certain orders.

   21A.   Duty to report.

   21B.   False or misleading financial statements of a listed company.

   21C.   Protection of persons reporting to authorities in specific circumstances.

   22.   Statement of principles and codes of practice.

   22A.   Modification or waiver of statement of principle.

   22B.   Guidelines and regulatory notices.

   22C.   Publication of information.

   22D.   Public Statements.

PART IIA
BOARD OF DIRECTORS.

   22E.   Board of Directors of the Authority.

   22F.   Tenure of office of members of the Board.

   22G.   Remuneration of Board members.

   22H.   Functions of the Board.

   22I.   Secretary to the Board.

   22J.   Committees of the Board.

   22K.   Meetings of the Board.

PART III
STOCK EXCHANGES AND COMMODITIES EXCHANGES.

   23.   Establishment, etc. of stock market.

   24.   Power of the Authority to approve a stock exchange or commodities exchange.

   25.   Authority to approve amendments to rules.

   26.   Stock exchange or commodities exchange to assist the Authority; exercise of disciplinary powers of the Authority.

   27.   Power of the Tribunal to order observance or enforcement of rules of a stock exchange or commodities exchange.

   28.   Power of the Authority to issue directions to a stock exchange or commodities exchange.

   29.   Power of the Authority to prohibit trading in particular securities.

   29A.   Power to close or suspend trading.

   29B.   Approved securities exchange to keep records and information.

   29C.   Promotion and floatation of securities.

   29D.   Other prescribed activities.

PART IV
REQUIREMENTS FOR APPROVALS AND LICENCES.

   30.   Requirements for approvals and licences.

   31.–33.   [Repealed].

   34.   Application for a licence or renewal of a licence.

   35.   Additional licensing requirements.

   36.   Grant of a representative's licence.

   37.   False statements.

   38.   Power of the Authority to inquire into securities transactions in relation to the holder of a licence.

   39.   Power of the Authority to impose conditions or restrictions.

   40.   Deposit to be lodged in respect of a broker or dealer's licence.

   41.   Period of a licence.

   42.   Notification of change of particulars.

   43.   Register of licence holders.

   43A.   Grounds for approval of licence.

   44.   Revocation or suspension of a licence or approval.

   44A.   Cessation of representative licence.

   44B.   Appointment of statutory manager.

   45.   Operation pending renewal, etc. of a licence.

   46.   Appeals.

   47.   [Repealed].

PART IVA
RECOGNITION OF SELF REGULATORY ORGANISATION.

   47A.   Self regulatory organisation.

   47B.   Rules of a self regulatory organisation.

   47C.   Restriction on decision by self regulatory organisations.

   47D.   Disciplinary action by a self regulatory organisation.

   47E.   Protection from personal liability.

   47F.   Appointment of key personnel by self regulatory organisations.

   47G.   Directions to a self regulatory organisation.

   47H.   Removal of an officer of a self regulatory organisation.

   47I.   Annual report.

PART V
REGISTER OF INTERESTS IN SECURITIES.

   48.   Application of Part V.

   49.–52.   [Repealed].

   53.   Particulars of financial journalists.

   54.   [Repealed].

PART VI
[Repealed].

   55.–63.   [Repealed].

PART VII
ACCOUNTS AND AUDIT.

   64.   Application of Part VII.

   65.   Records to be kept by approved persons.

   66.   Securities documents in the custody of a broker or dealer.

   67.   Brokers' client trust account.

   68.   Purpose for which money may be withdrawn from a trust account.

   69.   Appointment of auditor by approved persons.

   70.–75.   [Repealed].

   76.   Right of a stock exchange to impose obligations, etc. on members not affected by Part VII.

   76A.   Certain matters to be reported by securities exchange to the Authority.

   77.   Power of the court to restrain dealings with broker or dealer's bank accounts.

   78.   Duty of a banker to make full disclosure.

   79.   Power of the court to make further orders and give directions.

   80.   Power of the court to make orders relating to payment of monies.

PART VIII
INVESTOR COMPENSATION FUND.

   81.   Establishment of Investor Compensation Fund.

PART IX
MARKET ABUSES.

   82.   False trading and market rigging transactions.

   83.   Stock market manipulation.

   84.   False or misleading statements, etc.

   85.   Fraudulently inducing persons to deal in securities.

   86.   Dissemination of illegal statements.

   87.   Employment of manipulative and deceptive devices.

   88.   Prohibition of dealings in securities by insiders.

   89.   Penalties and compensation.

PART X
INTERIM STOCK TRADING FACILITY.

   90.   Interim stock trading facility.

PART XA
OFFERING OF SECURITIES TO THE PUBLIC

   90A.   Interpretation.

   90B.   Territorial Scope.

   90C.   Exemptions from this Part.

   90D.   Authority may grant exemption from this Part.

   90E.   Meaning of "offer to the public".

   90F.   Prior placements to be notified.

   90G.   Prohibition on offering securities without a prospectus.

   90H.   Actions to which section 90G does not apply.

   901.   Material change.

   90J.   Invitations to deposit or lend money.

   90K.   Securities advertisements taken to be prospectus.

   90L.   Document offering for sale deemed to be prospectus.

   90M.   Form and content of prospectus.

   90N.   Short form prospectus.

   900.   Over-subscription in issue of debt securities.

   90P.   Supplementary prospectus.

   90Q.   Power to suspend or cancel a prospectus.

   90R.   Allotment by reference to stock exchange.

   90S.   Interpretation of provisions relating to advertisements and prospectuses.

   90T.   Civil liability for misstatement in prospectus.

   90U.   Offences in respect of untrue statements in prospectus.

   90V.   No diminution of liability under any other law.

   90W.   Time limit as to allotment or acceptance.

   90X.   No allotment unless minimum subscription received

   90Y.   No allotment or acceptance if application form not attached to prospectus.

   90Z.   Voidable allotment where section 90W, 90X or 90Y contravened.

   90AA.   Waiting period.

   90AB.   Restriction or alteration of terms mentioned in the prospectus.

   90AC.   Prohibition of issue of prospectus in respect of private companies.

   90AD.   Continuous disclosure.

   90AE.   Regulations in relation to Part XA.

PART XB
CAPITAL MARKETS TRIBUNAL.

   90AF.   Establishment and constitution of the Tribunal.

   90AG.   Seal.

   90AH.   Functions of the Tribunal.

   90AI.   Proceedings before the Tribunal.

   90AJ.   Appeals before the Tribunal.

   90AK.   Remuneration of the Tribunal.

   90AL.   Appeals from the Tribunal.

PART XI
MISCELLANEOUS.

   91.   Restriction on use of title "stock broker" or "stock exchange".

   92.   Offences by directors or managers, etc.

   93.   Falsification of records by directors, employees and agents.

   94.   False reports to the Authority or stock exchange.

   95.   Immunity of the Authority and its employees, etc.

   96.   Offences by a body corporate.

   97.   Power of the court to prohibit payment or transfer of monies, securities or other property.

   98.   Injunctions and orders of mandamus.

   99.   Offences and penalties.

   99A.   Civil penalties.

   100.   Proceedings for offences against this Act.

   101.   Regulations.

   102.   [Repealed].

   103.   Minister's power to amend the Schedule.

      Schedule 1   Currency point.

      Schedule 2   The relevant bodies.

      Schedule 3   Criteria for determining fitness and properness.

      Schedule 4   Meetings of the Board and other matters.

CHAPTER 84
CAPITAL MARKETS AUTHORITY ACT.

Commencement: 24 May, 1996; 26 July, 1996.

   An Act to establish a Capital Markets Authority for the purpose of promoting and facilitating the development of an orderly, fair and efficient capital markets industry in Uganda; to make provision with respect to stock exchanges, stockbrokers and other persons dealing in securities; for certain offences relating to trading in securities; and for purposes connected with the foregoing.

PART I
PRELIMINARY.

1.   Interpretation.

   In this Act, unless the context otherwise requires—

   (a)   "accountant" means a person enrolled as a member of the Institute of Certified Public Accountants of Uganda in accordance with the Accountants Act;

   (b)   "agent", in relation to a broker or dealer, includes a person who is, or has at any time been, a banker of the broker or the dealer;

   (c)   "application duly made" means an application for a licence or approval under this Act in relation to which all documents and information required by this Act to be provided in support of the application and any further information required by the Authority have been provided by the applicant to the Authority;

   (d)   "approved person" means a regulated person and includes a person authorised by the Authority to carry out any activity under this Act or any other Act for whose administration the Authority is wholly or partly responsible;

   (e)   "approved stock exchange" means a securities exchange approved by the Authority under section 24;

   (f)   "arbitrage" means profiting from differences in price of the same security traded on two or more markets;

   (g)   "auditor" means a company auditor qualified as such under the Companies Act;

   (h)   "authorised person" means a person authorised by the Authority to carry on any activity under this Act;

   (i)   "authorised registrar" means a company registrar engaged in the business of keeping of registers of members, and shareholders, debenture holders or unit holders for public companies or collective investment schemes which are its clients and performing other related functions for them;

   (j)   "Authority" means the Capital Markets Authority established by section 4;

   (k)   "beneficial owner" includes a natural person who is, alone or with an associate, the ultimate owner or controller of a legal person or arrangement or, if there is no legal person or arrangement, the person on whose behalf a transaction is being conducted;

   (l)   "body corporate" includes a company incorporated or registered under the Companies Act or any body corporate formed and registered under any other law in Uganda or any other jurisdiction;

   (m)   "book" includes any register, document or other record of information and any account or accounting record; however compiled, recorded or stored, whether in written or printed form or microfilm by electronic process or otherwise;

   (n)   "broker" means a person who is—

      (i)   a director of a member company; or

      (ii)   a partner of a member firm;

   (o)      "broker or dealer's representative" means a person, in the direct employment of, or acting for, or by arrangement with, a broker or dealer, who performs for that broker or dealer any of the functions of a broker or dealer other than work ordinarily performed by accountants, clerks or cashiers, whether his or her remuneration is by way of salary, wages, commission or otherwise, and where the broker or dealer is a body corporate, includes any director or officer of the body corporate who performs for the body corporate any of those functions;

   (p)   "capital markets" means a market where funds are raised from individual and institutional investors by companies and governments through sale of shares or issue of debt to fund the activities of the companies or governments;

   (q)   "Chief Executive" means the chief executive officer of the Authority appointed under section 7;

   (r)   "collective investment scheme" has the same meaning as in the Collective Investment Schemes Act, 2003;

   (s)   "commodities exchange" means a market exchange or a place where commodities and derivatives products are offered for sale, purchase or exchange; and includes any clearing or settlement or transfer services connected with the transaction;

   (t)   "company" means a company registered under the Companies Act, 2012 or an existing company;

   (u)   "compensation fund" means the Investor Compensation Fund established by section 81;

   (v)   "controller" means an accountant who has responsibility for all accounting-related activities within a firm or organisation;

   (w)   "council", in relation to the stock exchange, means the persons in whom the management of the stock exchange is vested;

   (x)   "court" means the court having jurisdiction under this Act;

   (y)   "credit rating agency" means an organisation which provides the service of evaluating the relative credit worthiness of issuers of securities and assigning ratings to those securities;

   (z)   "currency point" has the value assigned to it in Schedule 1 to this Act;

   (aa)   "custodian", means a financial institution or body corporate licensed or approved under this Act or the Collective Investment Schemes Act, 2003 whose business includes taking responsibility for the safe custody of the cash, funds, securities, financial instruments, documents of title or assets of scheme funds or investors and performing related services;

   (bb)   "dealer" means a person who carries on a business of dealing in securities on his or her own account;

   (cc)   "dealing in securities" means, whether as principal or agent, making or offering to make with any person, or inducing or attempting to induce any person, to enter into or to offer to enter into—

      (i)   any agreement for or with a view to acquiring, disposing of, subscribing for or underwriting securities; or

      (ii)   any agreement the purpose or intended purpose of which is to secure a profit to any of the parties from the yield of securities or by reference to fluctuations in the price of securities;

   (dd)   "depository" in relation to an investment company with variable capital, means the person with whom the property of the collective investment scheme is entrusted for safe keeping;

   (ee)   "derivative" means a standardised type of securities or financial instrument which derives its value from the value of the underlying assets, indices or interest rates;

   (ff)   "director" has the same meaning as assigned to it in the Companies Act;

   (gg)   "executive officer", in relation to a body corporate, means any person by whatever name called who is concerned or takes part in the management of the body corporate whether or not he or she is a director of the body corporate;

   (hh)   "exempt dealer" means a person specified under section 47;

   (ii)   "financial instrument" includes securities, mortgage contracts, property contracts, pension contracts, insurance contracts, leasehold contracts, certificates of interest and any variations or derivatives;

   (jj)   "foreign regulatory authority" means a foreign authority which exercises regulatory functions corresponding to the functions of the Authority under a securities or other law or any person outside Uganda exercising such regulatory functions;

   (kk)   "fund manager" means a body corporate approved by the Authority which, under a contract or arrangement with a client, undertakes on behalf of a client whether on a discretionary authority granted by the client or otherwise, the management of a portfolio of securities for the purpose of investment or management of the assets of a collective investment scheme, or management of the portfolio of a registered venture capital fund;

   (ll)   "General Fund" means the General Fund established under section 8;

   (mm)   "governing council" in relation to a stock exchange, means the persons for the time being in whom the governance of the securities exchange is vested;

   (nn)   "investment adviser" means a body corporate that—

      (i)   carries on a business of advising other persons on securities; or

      (ii)   as part of a regular business, issues or publishes, analyses or reports on securities;

but does not include—

         (A)   a person who is the proprietor of a newspaper where—

            (aa)   in so far as the newspaper is distributed generally to the public, it is distributed only to subscribers to, and purchasers of, the newspaper for value;

            (ab)   the advice is given or the analysis or reports are issued or published only through that newspaper;

            (ac)   that person receives no commission or other consideration for giving advice or for issuing or publishing the analyses or reports; and

            (ad)   the advice is given and the analyses and reports are issued or published solely as incidental to the conduct of that person's business as a newspaper proprietor; and

         (B)   such other persons as the Authority may, prescribe;

   (oo)   "investment house" means a non-deposit taking institution licensed by the Authority to advise on offers of securities to the public or a section of the public, takeovers, mergers, acquisitions, corporate restructuring involving companies listed or quoted on a securities exchange, privatisation of companies listed or to be listed on a securities exchange or underwriting of securities issued or to be issued to the public, and to engage in the business of a stockbroker or dealer;

   (pp)   "investment representative" means a person in the direct employment of, or acting for or by arrangement with, an investment adviser, who performs for the investment adviser any of the functions of an investment adviser, other than work ordinarily performed by accountants, clerks or cashiers, whether his or her remuneration is by way of salary, wages, commission or otherwise and includes any director or officer of a body corporate who performs for that body corporate any of those functions;

   (qq)   "key person" means any current or former controller, beneficial owner, director, manager, employee or associate of an approved person and includes an agent;

   (rr)   "licence" means a licence granted under this Act;

   (ss)   "licensed person" means an individual or body corporate licensed by the Authority under this Act;

   (tt)   "listing rules" in relation to an approved stock exchange, means the rules governing or relating to—

      (i)   the admission to the official list of the securities exchange of securities issued by companies or other bodies corporate governments or other persons for the purpose of their quotation on the stock exchange, or for their removal from the official list and for other related purposes; or

      (ii)   the activities or conduct of companies or other bodies corporate, governments, and other persons, who are admitted to that list;

whether those rules—

         (A)   are made by the securities exchange or are contained in any of the constituent documents of the stock exchange; or

         (B)   are made by another person and adopted by the stock exchange;

   (uu)   "market advisor" means a person licensed by the Authority under this Act to conduct the functions of a market advisor under the Rules of a securities exchange;

   (vv)   "material" in relation to the definition of material information and the effect of information on the price or value of securities, is information that would, or would be likely, to influence persons who commonly invest in securities in deciding whether or not to buy or sell those securities;

   (ww)   "material information" in relation to an offer of securities to the public or an issuer of such securities is information that—

      (a)   a reasonable person would expect, if it were generally available to the market, to have a material effect on the price or value of listed securities of the issuer; and

      (b)   relates to particular securities, a particular issuer or issuers of securities to the public, rather than securities generally or issuers generally;

   (xx)   "member company" means a company which carries on a business of dealing in securities and is recognised as a dealing member by a stock exchange;

   (yy)   "member firm" means a partnership which carries on a business of dealing in securities and is recognised as a dealing member by a stock exchange;

   (zz)   "Minister" means the Minister responsible for finance;

   (aaa)   "money-laundering" means the process of turning illegitimately obtained property into seemingly legitimate property and it includes concealing or disguising the nature, source, location, disposition or movement of the proceeds of crime and any activity which constitutes a crime under section 116 of the Anti-Money Laundering Act;

   (bbb)   "nominee" means a person who, in exercising a right in relation to a security, is entitled to exercise that right only in accordance with instructions given to that person either directly or indirectly or through an agency of one or more persons, and a person is the nominee of another person where he is entitled to exercise such a right only in accordance with instructions given by that person;

   (ccc)   "offer" includes an invitation and any proposal to make an invitation to make an offer;

   (ddd)   "officer" means an officer of the Authority and includes a member of the Authority's staff or an agent of the Authority;

   (eee)   "prescribed" means prescribed by regulations under section 101;

   (fff)   "prescribed interest" means any right to participate, or any interest whether enforceable or not and whether actual, prospective or contingent—

      (i)   in any profits, assets or realisation of any financial or business undertaking or scheme whether in Uganda or elsewhere;

      (ii)   in any enterprise, whether in Uganda or elsewhere, in relation to which the holder of the right or interest is led to expect profits, rent or interest from the efforts of the promoter of the enterprise or a third party; or

      (iii)   in any investment contract, whether or not the right or interest is evidenced by a formal document and whether or not the right or interest relates to a physical asset; but it does not include—

         (A)   any share in or debenture of a body corporate;

         (B)   any interest in or arising out of a policy of life insurance;

         (C)   an interest in a partnership agreement, unless the agreement or proposed agreement—

            (I)   relates to an undertaking, scheme, enterprise or investment contract promoted by or on behalf of a person whose ordinary business is or includes the promotion of similar undertakings, schemes, enterprises or investment contracts, whether or not that person is, or is to become, a party to the agreement or proposed agreement;

            (II)   is or includes the promotion of similar undertakings, schemes, enterprises or investment contracts, whether or not that person is, or is to become, a party to the agreement or proposed agreement; or

            (III)   is or would be an agreement, within a class of agreements, prescribed by the regulations for the purposes of this paragraph;

            (IV)   a right of interest, or a right of interest included in a class or kind of rights or interests, declared by regulations to be an exempt right or interest or a class or kind of exempt rights or interests;

   (ggg)   "registered venture capital fund" means a company approved by the Authority and incorporated for purposes of providing risk capital to businesses in Uganda with high growth potential, whereby not less than 80 percent of the funds so invested consist of equity or quasi-equity investment in eligible enterprises;

   (hhh)   "Registrar of Companies" means the Registrar of Companies under the Companies Act;

   (iii)   "regulated person" means any person who has been granted a licence under this Act, or under the Collective Investment Schemes Act, the Securities Central Depositories Act or any other Act for whose administration the Authority is wholly or partly responsible or an approved or formerly approved Securities Exchange or any persons associated with such licensees or approved stock exchanges;

   (jjj)   "regulations" means regulations made under section 101;

   (kkk)   "relevant authority"—

      (i)   in relation to a member company or member firm, means the stock exchange by which the company is recognised; and

      (ii)   in relation to any other person, means the authority;

   (lll)   "relevant bodies" means the bodies specified in Schedule 2 to this Act;

   (mmm)   "relevant securities" has the meaning assigned to it by section 18(11);

   (nnn)   "representative" means a person approved by the Authority who is in the employment of the approved person and plays a critical role in that company, and includes a trader, director, general manager, analyst or any other person employed by the licensee;

   (ooo)   "rules", in relation to an approved stock exchange, means the rules governing the exchange or the conduct of its members, by whatever name called;

   (ppp)   "securities" means—

      (i)   debentures or bonds issued or proposed to be issued by a government;

      (ii)   debentures, shares, bonds or notes issued or proposed to be issued by a body corporate;

      (iii)   any right, warrant, option or future in respect of any debenture, shares, bonds, notes, depository receipts or in respect of commodities or derivatives; or

      (iv)   units, interest or share offered under a collective investment scheme; or

      (v)      investment contracts; or

      (vi)   any financial instruments, commonly known as securities, but does not include—

         (A)   bills of exchange;

         (B)   promissory notes; or

         (C)   certificates of deposit issued by a bank or financial institution licensed under the Financial Institutions Act;

      (vii)   any other instrument prescribed by the Authority to be a security;

   (qqq)   "securities central depository" means a Securities Central Depository approved by the Authority under section 5 of the Securities Central Depositories Act;

   (rrr)   "securities exchange" means a market, exchange, securities organisation or other place at which securities are offered for sale, purchase or exchange, including any clearing, settlement or transfer services connected with the transaction;

   (sss)   "self regulatory organisation" means a person that is organised for the purpose of regulating the operations and the standards of practice and business conduct, in capital markets, of its members and their representatives with a view to promoting the protection of investors and the public interest;

   (ttt)   "shares" means the interest of members of a body corporate who are entitled to share in the capital or income of that body corporate and includes stock;

   (uuu)   "stockbroker" means a person who carries on the business of buying or selling of securities as an agent for an investor in return for a commission;

   (vvv)   "stock exchange" means a market, exchange or other place at which securities are offered for sale, purchase or exchange, including any clearing, settlement or transfer services connected with it;

   (www)   "stock market" means a market, or other place at which, or a facility by means of which—

      (a)   offers to sell, purchase or exchange securities are regularly made or accepted;

      (b)   offers or invitations are regularly made, being offers or invitations that are intended or may reasonably be expected to result, whether directly or indirectly, in the making or acceptance of offers to sell, purchase or exchange securities; or

      (c)   information is regularly provided concerning the prices at which, or the consideration for which, particular persons, or particular classes of persons, propose, or may be reasonably be expected, to sell, purchase or exchange securities;

   (xxx)   "substantial shareholder" means a shareholder entitled to exercise or control the exercise of 15 percent or more of the voting power at general meetings of the company or one who is in a position to control the composition of a majority of the board of directors of a company;

   (yyy)   "suspicious transaction" for the purposes of money-laundering means a transaction which is inconsistent with a client's known legitimate business or personal activities or with the normal business for that client's type of account or business relationship or a complex and unusual transaction or complex or unusual pattern of transactions that has no apparent or visible economic purpose;

   (zzz)   "this Act" includes any regulations made under this Act;

   (aaaa) "Tribunal" or "the Capital Markets Tribunal" means the Capital Markets Tribunal established under Part XB;

   (bbbb) "trust account" means a trust account opened and maintained under section 67;

   (cccc) "underwriter" means a body corporate approved by the Authority to carry on or conduct the function of underwriting;

   (dddd) "underwriting" means the purchase or commitment to purchase or distribute any issue or offer of securities with a view to immediate or prompt public distribution by or through them;

   (eeee) "unit", has the same meaning as it has in the Collective Investment Schemes Act, 2003;

   (ffff) "unit trust scheme" has the same meaning as it has in the Collective Investment Schemes Act, 2003.

2.   Meaning of "associated person".

   (1) A reference in this Act to a person associated with another person shall be construed as follows—

   (a)   where the other person is a body corporate—

      (i)   a director or secretary of the body corporate;

      (ii)   a body corporate that is related to the other person; or

      (iii)   a director or secretary of the related body corporate;

   (b)   where the matter to which the reference relates is the extent of power to exercise, or to control the exercise of, the voting power attached to voting shares in a body corporate, a person with whom the other person has, or proposes to enter into, an agreement, understanding or undertaking, whether formal or informal and whether express or implied—

      (i)   by reason of which either of those persons may exercise, directly or indirectly control the exercise of, or substantially influence the exercise of, any voting power attached to a share in the body corporate;

      (ii)   with a view to controlling or influencing the composition of the board of directors or the conduct of affairs of the body corporate; or

      (iii)   under which either of those persons may acquire from each other shares in the body corporate or may be required to dispose of those shares in accordance with the directions of the other person;

   (c)   a person in concert with whom the other person is acting, or proposes to act, in relation to the matter to which the reference relates;

   (d)   where the matter to which the reference relates is a matter other than the extent of power to exercise, or to control the exercise of, the voting power attached to voting shares in a body corporate—

      (i)   subject to subsection (2), a person who is a director of a body corporate that carries on a business of dealing in securities and of which the other person is also a director;

      (ii)   subject to subsection (2), a person who is a director of a body corporate of which the other person is a director, not being a body corporate that carries on a business of dealing in securities; or

      (iii)   a trustee of a trust in relation to which the other person benefits or is capable of benefiting otherwise than by reason of transactions entered into in the ordinary course of business in connection with the lending of money;

   (e)   a person with whom the other person is by virtue of any law regarded as associated in respect of the matter to which the reference relates;

   (f)   a person with whom the other person is, or proposes to become, associated, whether formally or informally, in any other way in respect of the matter to which the reference relates; or

   (g)   where the other person has entered into, or proposes to enter into, a transaction, or has done, or proposes to do, any other act or thing, with a view to becoming associated with a person referred to in paragraph (a), (b), (c), (d), (e) or (f).

   (2) Where, in proceedings under this Act, it is alleged that a person referred to in subsection (1)(d) (i) or (ii) was associated with another person at a particular time, that person shall be taken not to have been associated in relation to a matter to which the proceedings relate unless the person alleging the association proves that the first-mentioned person at that time knew or ought reasonably to have known the material particulars of that matter.

   (2) A person shall be taken to be associated with another person by virtue of subsection (1)(b), (c), (e) or (f) by reason only that one of those persons furnishes advice to, or acts on behalf of, the other person in the proper performance of functions that relate to his or her professional capacity or to his or her business relationship with the other person.

3.   Definition of "interest in securities".

   (1) Where any property held in trust consists of or includes securities in which a person knows, or has reasonable grounds for believing that he or she has an interest, he or she shall be taken to have an interest in those activities.

   (2) A person shall be taken to have an interest in a security where a body corporate has an interest in that security and—

   (a)   the body corporate is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of that person in relation to that security;

   (b)   that person has a controlling interest in the body corporate; or

   (c)   that person is, or the associates of that person or that person and his or her associates are, entitled to exercise or control the exercise of not less than 15 percent of the votes attached to the voting shares in the body corporate.

   (3) A person shall be taken to have an interest in a security in any one or more of the following circumstances—

   (a)   where he or she has entered into a contract to purchase a security;

   (b)   where he or she has a right, otherwise than by reason of having an interest under a trust, to have a security transferred to himself or herself to his or her order, whether the right is exercisable immediately or in the future and whether on the fulfilment of a condition or not;

   (c)   where he or she has the right to acquire a security or an interest in a security, under an option, whether the right is exercisable immediately or in the future and whether on the fulfilment of a condition or not; or

   (d)   where he or she is entitled, otherwise than by reason of his or her having been appointed a proxy or representative, to vote at a meeting of members of a body corporate or of a class of its members, to exercise or control the exercise of a right attached to a security, not being a security of which he or she is the registered holder.

   (4) A person shall be taken to have an interest in a security if that security is held jointly with another person.

   (5) For the purpose of determining whether a person has an interest in a security, it is immaterial that the interest cannot be related to a particular security.

   (6) There shall be disregarded for the purpose of determining whether a person has an interest in a security—

   (a)   an interest in a security if the interest is that of a person who holds the security as a bare trustee;

   (b)   an interest in a security of a person whose ordinary business includes the lending of money if he or she holds the interest only by way of security for the purpose of a transaction entered into in the ordinary course of business in connection with the lending of money;

   (c)   an interest of a person in a security being an interest held by him or her by reason of his or her holding a prescribed office; and

   (d)   a prescribed interest in a security being an interest of such person, or of the person included in such class of persons, as may be prescribed.

   (7) An interest in a security shall not be disregarded under this section by reason only of—

   (a)   its remoteness;

   (b)   the manner in which it arose; or

   (c)   the fact that the exercise of a right conferred by the interest is or is capable of being made subject to restraint or restriction.

PART II
CAPITAL MARKETS AUTHORITY.

4.   Establishment of the Authority.

   (1) There is established an Authority to be known as the Capital Markets Authority.

   (2) The Authority shall be a body corporate with perpetual succession and a common seal and shall be capable in its corporate name of—

   (a)   suing and being sued;

   (b)   taking, purchasing or otherwise acquiring, holding, charging and disposing of both movable and immovable property;

   (c)   borrowing and lending money;

   (d)   entering into contracts; and

   (e)   doing or performing all other things or acts necessary for the proper performance of its functions under this Act which may lawfully be done by a body corporate.

   (3)–(13) ...

4A.   Official seal of the Authority.

   (1) The official seal of the Authority shall be in a form determined by the Board.

   (2) The official seal shall, when affixed to any document, be authenticated by the signatures of the Chief Executive Officer and the Secretary to the Board.

   (3) In the absence of the Chief Executive Officer, the person performing the functions of the Chief Executive Officer, shall sign in his or her place.

   (4) In the absence of the Secretary, the person performing the functions of the Secretary shall sign in the place of the Secretary.

   (5) An instrument or contract which if executed or entered into by a person other than a body corporate would not require to be under seal, may be executed or entered into on behalf of the Authority by the Chief Executive Officer or the Secretary to the Board or a person duly authorised by resolution of the Board.

   (6) Every document purporting to be an instrument or contract executed or issued by or on behalf of the Authority in accordance with this section shall be taken to be executed or issued until the contrary is proved.

4B.   Objects of the Authority.

   The objects of the Authority are—

   (a)   to promote confidence in the capital markets;

   (b)   to ensure honesty and transparency in capital markets transactions;

   (c)   to carry out investor education;

   (d)   to protect investors; and

   (e)   to reduce systemic risk.

5.   Functions of the Authority.

   (1) The functions of the Authority are—

   (a)   to approve prospectuses and other offering documents under which securities are offered to the public and to approve information memorandum;

   (b)   to develop all aspects of the capital markets with particular emphasis on the removal of impediments to, and the creation of incentives for, long term investments in productive enterprise;

   (c)   to create, maintain and regulate, through implementation of a system in which the market participants are self regulatory to the maximum practicable extent, of a market in which securities can be issued and traded in an orderly, fair and efficient manner;

   (d)   to cooperate with, provide information to, conduct any investigation or inquiry for, or otherwise assist any foreign regulatory authority in the performance of its duties;

   (e)   to implement regional and international standards and best practice in securities markets, securities regulation and supervision;

   (f)   to protect investor interests; and

   (g)   to operate the Investor Compensation Fund established by section 81.

   (2) For the purpose of carrying out its objects, the Authority may exercise, perform and discharge all or any of the following powers, duties and functions—

   (a)   advise the Minister on all matters relating to the development and operation of capital markets;

   (b)   maintain surveillance over securities to ensure orderly, fair and equitable dealings in securities;

   (c)   grant a licence to any person to operate as a stockbroker, dealer or investment adviser, fund manager, investment house, collective investment scheme, market adviser, representative, trustee, custodian or depository; and ensure the proper conduct of that business;

   (d)   grant approval to any person to operate as a commodities exchange, securities exchange, securities central depository, credit rating agency, registrar, underwriter, clearing house, clearance and settlement facility or to operate in any other capacity which directly contributes to the attainment of the objectives of this Act; and to ensure the proper conduct of that business;

   (e)   approve venture capital funds;

   (f)   approve any other persons dealing in securities or exercising any functions related to securities, and their agents and to control and supervise their activities with a view to maintaining proper standards of conduct and professionalism in the securities business;

   (g)   inquire into the affairs or conduct of any approved person and to hear and determine any complaints concerning any act or omission, which, if proven, would be a breach of this Act and to refer, in its discretion, that inquiry or complaint to the Capital Markets Tribunal;

   (h)   publish, when the Authority considers it appropriate, any report or comment made by the Authority in the course of the exercise of its functions;

   (i)   conduct any investigation or inquiry relevant to the securities markets in Uganda or elsewhere and publish any report arising from that investigation or inquiry;

   (j)   make and maintain effective arrangements for consulting practitioners and consumers on its general policies and proposed legislative measures for the capital markets industry;

   (k)   formulate principles for the guidance of the securities industry;

   (l)   monitor the solvency of licence holders and take measures to protect the interests of customers where the solvency of any licence holder is in doubt;

   (m)   protect the integrity of the securities market against any abuses;

   (n)   monitor takeovers and mergers in respect of listed companies in Uganda and adopt measures for the supervision and regulation of takeovers and mergers in order to protect the interests of investors and to provide for an orderly and well-informed capital markets;

   (o)   formulate measures to minimise and supervise any conflict of interest that may arise for licensed persons and the Authority;

   (p)   create the necessary environment for the orderly growth and development of the capital markets;

   (q)   cooperate with and enter into agreements for mutual co-operation and assistance with other regulatory authorities, whether within or outside Uganda, for the development and regulation of cross border activities in capital markets and provide assistance and information to those authorities;

   (r)   perform the functions conferred on the Authority by the Companies Act;

   (s)   implement East African Community Council regulation directives, decisions or recommendations relating to the securities markets in the East African Region;

   (t)   trace and freeze any assets, including the bank accounts of any person who, upon investigation by the Authority, is found to have engaged in any fraudulent dealings in securities or insider trading;

   (u)   act as the supervisory Authority for anti-money laundering and combating of financing of terrorism in the capital markets and perform the functions conferred on the Authority, as an accountable person, under the Anti-Money Laundering Act, 2013; and

   (v)   undertake such other activities as are necessary or expedient for giving full effect to the provisions of this Act.

5A.   Independence of the Authority.

   (1) The Authority shall be independent in the performance of its functions and duties and shall not be subject to the direction or control of any person.

   (2) Subject to subsection (1), the Minister may give the Authority policy guidance.

6.   ...

7.   Appointment of Chief Executive Officer and other staff.

   (1) The Minister shall appoint a Chief Executive Officer of the Authority on the recommendation of the Board and the Board shall determine the conditions and terms of employment of the Chief Executive Officer.

   (2) The Chief Executive Officer shall have expertise in financial regulation, law, finance, business, accounting, economics, investment or a related field with experience and competence to manage the affairs of the Authority.

   (3) The Chief Executive Officer shall hold office for five years and is eligible for re-appointment for one more term.

   (4) The Chief Executive Officer shall be an ex officio member of the Board and shall attend all meetings of the Board but with no right to vote at any meeting of the Board.

   (5) The Chief Executive Officer shall, subject to the general direction and control of the Board, and except to the extent that the Board may otherwise prescribe, be responsible to the Board for—

   (a)   the direction and management of the affairs, operations and funds of the Authority;

   (b)   the exercise, discharge and performance of the objects, powers, functions and duties of the Authority;

   (c)   carrying out and giving effect to the decisions of the Board; and

   (d)   the administration and control of the employees of the Authority.

   (6) The Chief Executive Officer may be removed from office on grounds of—

   (a)   incompetence;

   (b)   misbehaviour or misconduct;

   (c)   incapacity arising from mental or physical illness rendering the chief executive unable or unfit to discharge his or her duties as Chief Executive Officer;

   (d)   being adjudged bankrupt or entering into a composition or scheme of arrangement with his or her creditors;

   (e)   being sentenced by a court to imprisonment, without the option of a fine, other than in a case of a sentence of less than six months for a traffic offence or the case of a suspended sentence;

   (f)   being convicted of an offence involving dishonesty, fraud or moral turpitude; and

   (g)   in the case of a person holding a professional qualification being disqualified or suspended, from practising his or her profession in Uganda or in any other country by order of a competent Authority made in respect of that person.

   (7) The Board may appoint such other officers and employees, as it considers necessary for the efficient discharge of the responsibilities and functions of the Authority.

   (8) The Board may delegate to the Chief Executive Officer any of its powers, functions and duties as it considers appropriate.

   (9) The officers and other employees appointed under subsection (6) shall be remunerated in such manner and at such rates, and shall be subject to such conditions of service, as may be determined by the Board.

   (10) Every officer or employee appointed under subsection (6) shall, subject to this Act, exercise powers and functions and perform such duties as are assigned to him or her from time to time by the Chief Executive Officer.

8.   General Fund, financial year and accounts.

   (1) The Authority shall have a General Fund.

   (2) There shall be paid into the General Fund—

   (a)   money from the Consolidated Fund;

   (b)   all sums of money paid as fees under this Act;

   (c)   all sums of money received by the Authority for its operations from any other source.

   (3) There shall be paid out of the General Fund all sums of money required to defray the expenditure incurred by the Authority in the discharge of its objects and functions.

   (4) The financial year of the Authority shall be the period of 12 months ending on the 30th"> day of June in each year.

   (5) The Authority shall keep proper books of account of all its income and expenditure and proper records in relation to them.

   (6) The Authority shall cause to be prepared in respect of each financial year, an annual performance report which shall include—

   (a)   financial statements and financial reporting standards in accordance with the Public Finance Management Act;

   (b)   any other information in respect of the financial affairs of the Authority as the Minister may require.

   (7) The Authority shall submit to the Minister at the end of each quarter a statement of its accounts in respect of that quarter.

   (8) The accounts of the Authority shall, in respect of each financial year, be audited by the Auditor General or by an auditor appointed by him or her.

   (9) The Authority shall ensure that within four months after the expiry of each financial year a financial statement described in subsection (6) is submitted to the Auditor General for auditing.

   (10) The Auditor General and any auditor appointed by him or her shall have access to all books of account, vouchers and other financial records of the Authority and be entitled to have any information and explanation required by him or her in relation to them as he or she may think fit.

   (11) The Auditor General shall, within two months after receipt of the financial statement under subsection (9), audit the accounts and deliver to the Authority a copy of the audited accounts, together with his or her report on them, stating any matter which in his or her opinion should be brought to the attention of the Minister.

   (12) The Auditor General shall also deliver to the Minister a copy of the audited accounts of the Authority, together with his or her report on them.

   (13) The Minister shall cause an annual financial statement



CAPITAL MARKETS AUTHORITY ACT.

ARRANGEMENT OF SECTIONS.

   Section

PART I
PRELIMINARY.

   1.   Interpretation.

   2.   Meaning of "associated person".

   3.   Definition of "interest in securities".

PART II
CAPITAL MARKETS AUTHORITY.

   4.   Establishment of the Authority.

   4A.   Official seal of the Authority.

   4B.   Objects of the Authority.

   5.   Functions of the Authority.

   5A.   Independence of the Authority.

   6.   [Repealed].

   7.   Appointment of Chief Executive Officer and other staff.

   8.   General Fund, financial year and accounts.

   9.   Provision of records and information by approved persons and key persons.

   10.   [Repealed].

   11.   Power to search premises.

   12.   Incriminating statements.

   13.   Offences in relation to provision of false information.

   14.   Copies or extracts of books to be admissable in evidence.

   15.   Savings for lawyers.

   16.   Secrecy of information.

   17.   Disclosure to Authority.

   18.   Powers of Authority where there is suspected noncompliance.

   19.   Investigations.

   20.   Inspection by the Authority.

   20A.   Assistance to foreign regulatory authority.

   21.   Power of the court to make certain orders.

   21A.   Duty to report.

   21B.   False or misleading financial statements of a listed company.

   21C.   Protection of persons reporting to authorities in specific circumstances.

   22.   Statement of principles and codes of practice.

   22A.   Modification or waiver of statement of principle.

   22B.   Guidelines and regulatory notices.

   22C.   Publication of information.

   22D.   Public Statements.

PART IIA
BOARD OF DIRECTORS.

   22E.   Board of Directors of the Authority.

   22F.   Tenure of office of members of the Board.

   22G.   Remuneration of Board members.

   22H.   Functions of the Board.

   22I.   Secretary to the Board.

   22J.   Committees of the Board.

   22K.   Meetings of the Board.

PART III
STOCK EXCHANGES AND COMMODITIES EXCHANGES.

   23.   Establishment, etc. of stock market.

   24.   Power of the Authority to approve a stock exchange or commodities exchange.

   25.   Authority to approve amendments to rules.

   26.   Stock exchange or commodities exchange to assist the Authority; exercise of disciplinary powers of the Authority.

   27.   Power of the Tribunal to order observance or enforcement of rules of a stock exchange or commodities exchange.

   28.   Power of the Authority to issue directions to a stock exchange or commodities exchange.

   29.   Power of the Authority to prohibit trading in particular securities.

   29A.   Power to close or suspend trading.

   29B.   Approved securities exchange to keep records and information.

   29C.   Promotion and floatation of securities.

   29D.   Other prescribed activities.

PART IV
REQUIREMENTS FOR APPROVALS AND LICENCES.

   30.   Requirements for approvals and licences.

   31.–33.   [Repealed].

   34.   Application for a licence or renewal of a licence.

   35.   Additional licensing requirements.

   36.   Grant of a representative's licence.

   37.   False statements.

   38.   Power of the Authority to inquire into securities transactions in relation to the holder of a licence.

   39.   Power of the Authority to impose conditions or restrictions.

   40.   Deposit to be lodged in respect of a broker or dealer's licence.

   41.   Period of a licence.

   42.   Notification of change of particulars.

   43.   Register of licence holders.

   43A.   Grounds for approval of licence.

   44.   Revocation or suspension of a licence or approval.

   44A.   Cessation of representative licence.

   44B.   Appointment of statutory manager.

   45.   Operation pending renewal, etc. of a licence.

   46.   Appeals.

   47.   [Repealed].

PART IVA
RECOGNITION OF SELF REGULATORY ORGANISATION.

   47A.   Self regulatory organisation.

   47B.   Rules of a self regulatory organisation.

   47C.   Restriction on decision by self regulatory organisations.

   47D.   Disciplinary action by a self regulatory organisation.

   47E.   Protection from personal liability.

   47F.   Appointment of key personnel by self regulatory organisations.

   47G.   Directions to a self regulatory organisation.

   47H.   Removal of an officer of a self regulatory organisation.

   47I.   Annual report.

PART V
REGISTER OF INTERESTS IN SECURITIES.

   48.   Application of Part V.

   49.–52.   [Repealed].

   53.   Particulars of financial journalists.

   54.   [Repealed].

PART VI
[Repealed].

   55.–63.   [Repealed].

PART VII
ACCOUNTS AND AUDIT.

   64.   Application of Part VII.

   65.   Records to be kept by approved persons.

   66.   Securities documents in the custody of a broker or dealer.

   67.   Brokers' client trust account.

   68.   Purpose for which money may be withdrawn from a trust account.

   69.   Appointment of auditor by approved persons.

   70.–75.   [Repealed].

   76.   Right of a stock exchange to impose obligations, etc. on members not affected by Part VII.

   76A.   Certain matters to be reported by securities exchange to the Authority.

   77.   Power of the court to restrain dealings with broker or dealer's bank accounts.

   78.   Duty of a banker to make full disclosure.

   79.   Power of the court to make further orders and give directions.

   80.   Power of the court to make orders relating to payment of monies.

PART VIII
INVESTOR COMPENSATION FUND.

   81.   Establishment of Investor Compensation Fund.

PART IX
MARKET ABUSES.

   82.   False trading and market rigging transactions.

   83.   Stock market manipulation.

   84.   False or misleading statements, etc.

   85.   Fraudulently inducing persons to deal in securities.

   86.   Dissemination of illegal statements.

   87.   Employment of manipulative and deceptive devices.

   88.   Prohibition of dealings in securities by insiders.

   89.   Penalties and compensation.

PART X
INTERIM STOCK TRADING FACILITY.

   90.   Interim stock trading facility.

PART XA
OFFERING OF SECURITIES TO THE PUBLIC

   90A.   Interpretation.

   90B.   Territorial Scope.

   90C.   Exemptions from this Part.

   90D.   Authority may grant exemption from this Part.

   90E.   Meaning of "offer to the public".

   90F.   Prior placements to be notified.

   90G.   Prohibition on offering securities without a prospectus.

   90H.   Actions to which section 90G does not apply.

   901.   Material change.

   90J.   Invitations to deposit or lend money.

   90K.   Securities advertisements taken to be prospectus.

   90L.   Document offering for sale deemed to be prospectus.

   90M.   Form and content of prospectus.

   90N.   Short form prospectus.

   900.   Over-subscription in issue of debt securities.

   90P.   Supplementary prospectus.

   90Q.   Power to suspend or cancel a prospectus.

   90R.   Allotment by reference to stock exchange.

   90S.   Interpretation of provisions relating to advertisements and prospectuses.

   90T.   Civil liability for misstatement in prospectus.

   90U.   Offences in respect of untrue statements in prospectus.

   90V.   No diminution of liability under any other law.

   90W.   Time limit as to allotment or acceptance.

   90X.   No allotment unless minimum subscription received

   90Y.   No allotment or acceptance if application form not attached to prospectus.

   90Z.   Voidable allotment where section 90W, 90X or 90Y contravened.

   90AA.   Waiting period.

   90AB.   Restriction or alteration of terms mentioned in the prospectus.

   90AC.   Prohibition of issue of prospectus in respect of private companies.

   90AD.   Continuous disclosure.

   90AE.   Regulations in relation to Part XA.

PART XB
CAPITAL MARKETS TRIBUNAL.

   90AF.   Establishment and constitution of the Tribunal.

   90AG.   Seal.

   90AH.   Functions of the Tribunal.

   90AI.   Proceedings before the Tribunal.

   90AJ.   Appeals before the Tribunal.

   90AK.   Remuneration of the Tribunal.

   90AL.   Appeals from the Tribunal.

PART XI
MISCELLANEOUS.

   91.   Restriction on use of title "stock broker" or "stock exchange".

   92.   Offences by directors or managers, etc.

   93.   Falsification of records by directors, employees and agents.

   94.   False reports to the Authority or stock exchange.

   95.   Immunity of the Authority and its employees, etc.

   96.   Offences by a body corporate.

   97.   Power of the court to prohibit payment or transfer of monies, securities or other property.

   98.   Injunctions and orders of mandamus.

   99.   Offences and penalties.

   99A.   Civil penalties.

   100.   Proceedings for offences against this Act.

   101.   Regulations.

   102.   [Repealed].

   103.   Minister's power to amend the Schedule.

      Schedule 1   Currency point.

      Schedule 2   The relevant bodies.

      Schedule 3   Criteria for determining fitness and properness.

      Schedule 4   Meetings of the Board and other matters.

CHAPTER 84
CAPITAL MARKETS AUTHORITY ACT.

Commencement: 24 May, 1996; 26 July, 1996.

   An Act to establish a Capital Markets Authority for the purpose of promoting and facilitating the development of an orderly, fair and efficient capital markets industry in Uganda; to make provision with respect to stock exchanges, stockbrokers and other persons dealing in securities; for certain offences relating to trading in securities; and for purposes connected with the foregoing.

PART I
PRELIMINARY.

1.   Interpretation.

   In this Act, unless the context otherwise requires—

   (a)   "accountant" means a person enrolled as a member of the Institute of Certified Public Accountants of Uganda in accordance with the Accountants Act;

   (b)   "agent", in relation to a broker or dealer, includes a person who is, or has at any time been, a banker of the broker or the dealer;

   (c)   "application duly made" means an application for a licence or approval under this Act in relation to which all documents and information required by this Act to be provided in support of the application and any further information required by the Authority have been provided by the applicant to the Authority;

   (d)   "approved person" means a regulated person and includes a person authorised by the Authority to carry out any activity under this Act or any other Act for whose administration the Authority is wholly or partly responsible;

   (e)   "approved stock exchange" means a securities exchange approved by the Authority under section 24;

   (f)   "arbitrage" means profiting from differences in price of the same security traded on two or more markets;

   (g)   "auditor" means a company auditor qualified as such under the Companies Act;

   (h)   "authorised person" means a person authorised by the Authority to carry on any activity under this Act;

   (i)   "authorised registrar" means a company registrar engaged in the business of keeping of registers of members, and shareholders, debenture holders or unit holders for public companies or collective investment schemes which are its clients and performing other related functions for them;

   (j)   "Authority" means the Capital Markets Authority established by section 4;

   (k)   "beneficial owner" includes a natural person who is, alone or with an associate, the ultimate owner or controller of a legal person or arrangement or, if there is no legal person or arrangement, the person on whose behalf a transaction is being conducted;

   (l)   "body corporate" includes a company incorporated or registered under the Companies Act or any body corporate formed and registered under any other law in Uganda or any other jurisdiction;

   (m)   "book" includes any register, document or other record of information and any account or accounting record; however compiled, recorded or stored, whether in written or printed form or microfilm by electronic process or otherwise;

   (n)   "broker" means a person who is—

      (i)   a director of a member company; or

      (ii)   a partner of a member firm;

   (o)      "broker or dealer's representative" means a person, in the direct employment of, or acting for, or by arrangement with, a broker or dealer, who performs for that broker or dealer any of the functions of a broker or dealer other than work ordinarily performed by accountants, clerks or cashiers, whether his or her remuneration is by way of salary, wages, commission or otherwise, and where the broker or dealer is a body corporate, includes any director or officer of the body corporate who performs for the body corporate any of those functions;

   (p)   "capital markets" means a market where funds are raised from individual and institutional investors by companies and governments through sale of shares or issue of debt to fund the activities of the companies or governments;

   (q)   "Chief Executive" means the chief executive officer of the Authority appointed under section 7;

   (r)   "collective investment scheme" has the same meaning as in the Collective Investment Schemes Act, 2003;

   (s)   "commodities exchange" means a market exchange or a place where commodities and derivatives products are offered for sale, purchase or exchange; and includes any clearing or settlement or transfer services connected with the transaction;

   (t)   "company" means a company registered under the Companies Act, 2012 or an existing company;

   (u)   "compensation fund" means the Investor Compensation Fund established by section 81;

   (v)   "controller" means an accountant who has responsibility for all accounting-related activities within a firm or organisation;

   (w)   "council", in relation to the stock exchange, means the persons in whom the management of the stock exchange is vested;

   (x)   "court" means the court having jurisdiction under this Act;

   (y)   "credit rating agency" means an organisation which provides the service of evaluating the relative credit worthiness of issuers of securities and assigning ratings to those securities;

   (z)   "currency point" has the value assigned to it in Schedule 1 to this Act;

   (aa)   "custodian", means a financial institution or body corporate licensed or approved under this Act or the Collective Investment Schemes Act, 2003 whose business includes taking responsibility for the safe custody of the cash, funds, securities, financial instruments, documents of title or assets of scheme funds or investors and performing related services;

   (bb)   "dealer" means a person who carries on a business of dealing in securities on his or her own account;

   (cc)   "dealing in securities" means, whether as principal or agent, making or offering to make with any person, or inducing or attempting to induce any person, to enter into or to offer to enter into—

      (i)   any agreement for or with a view to acquiring, disposing of, subscribing for or underwriting securities; or

      (ii)   any agreement the purpose or intended purpose of which is to secure a profit to any of the parties from the yield of securities or by reference to fluctuations in the price of securities;

   (dd)   "depository" in relation to an investment company with variable capital, means the person with whom the property of the collective investment scheme is entrusted for safe keeping;

   (ee)   "derivative" means a standardised type of securities or financial instrument which derives its value from the value of the underlying assets, indices or interest rates;

   (ff)   "director" has the same meaning as assigned to it in the Companies Act;

   (gg)   "executive officer", in relation to a body corporate, means any person by whatever name called who is concerned or takes part in the management of the body corporate whether or not he or she is a director of the body corporate;

   (hh)   "exempt dealer" means a person specified under section 47;

   (ii)   "financial instrument" includes securities, mortgage contracts, property contracts, pension contracts, insurance contracts, leasehold contracts, certificates of interest and any variations or derivatives;

   (jj)   "foreign regulatory authority" means a foreign authority which exercises regulatory functions corresponding to the functions of the Authority under a securities or other law or any person outside Uganda exercising such regulatory functions;

   (kk)   "fund manager" means a body corporate approved by the Authority which, under a contract or arrangement with a client, undertakes on behalf of a client whether on a discretionary authority granted by the client or otherwise, the management of a portfolio of securities for the purpose of investment or management of the assets of a collective investment scheme, or management of the portfolio of a registered venture capital fund;

   (ll)   "General Fund" means the General Fund established under section 8;

   (mm)   "governing council" in relation to a stock exchange, means the persons for the time being in whom the governance of the securities exchange is vested;

   (nn)   "investment adviser" means a body corporate that—

      (i)   carries on a business of advising other persons on securities; or

      (ii)   as part of a regular business, issues or publishes, analyses or reports on securities;

but does not include—

         (A)   a person who is the proprietor of a newspaper where—

            (aa)   in so far as the newspaper is distributed generally to the public, it is distributed only to subscribers to, and purchasers of, the newspaper for value;

            (ab)   the advice is given or the analysis or reports are issued or published only through that newspaper;

            (ac)   that person receives no commission or other consideration for giving advice or for issuing or publishing the analyses or reports; and

            (ad)   the advice is given and the analyses and reports are issued or published solely as incidental to the conduct of that person's business as a newspaper proprietor; and

         (B)   such other persons as the Authority may, prescribe;

   (oo)   "investment house" means a non-deposit taking institution licensed by the Authority to advise on offers of securities to the public or a section of the public, takeovers, mergers, acquisitions, corporate restructuring involving companies listed or quoted on a securities exchange, privatisation of companies listed or to be listed on a securities exchange or underwriting of securities issued or to be issued to the public, and to engage in the business of a stockbroker or dealer;

   (pp)   "investment representative" means a person in the direct employment of, or acting for or by arrangement with, an investment adviser, who performs for the investment adviser any of the functions of an investment adviser, other than work ordinarily performed by accountants, clerks or cashiers, whether his or her remuneration is by way of salary, wages, commission or otherwise and includes any director or officer of a body corporate who performs for that body corporate any of those functions;

   (qq)   "key person" means any current or former controller, beneficial owner, director, manager, employee or associate of an approved person and includes an agent;

   (rr)   "licence" means a licence granted under this Act;

   (ss)   "licensed person" means an individual or body corporate licensed by the Authority under this Act;

   (tt)   "listing rules" in relation to an approved stock exchange, means the rules governing or relating to—

      (i)   the admission to the official list of the securities exchange of securities issued by companies or other bodies corporate governments or other persons for the purpose of their quotation on the stock exchange, or for their removal from the official list and for other related purposes; or

      (ii)   the activities or conduct of companies or other bodies corporate, governments, and other persons, who are admitted to that list;

whether those rules—

         (A)   are made by the securities exchange or are contained in any of the constituent documents of the stock exchange; or

         (B)   are made by another person and adopted by the stock exchange;

   (uu)   "market advisor" means a person licensed by the Authority under this Act to conduct the functions of a market advisor under the Rules of a securities exchange;

   (vv)   "material" in relation to the definition of material information and the effect of information on the price or value of securities, is information that would, or would be likely, to influence persons who commonly invest in securities in deciding whether or not to buy or sell those securities;

   (ww)   "material information" in relation to an offer of securities to the public or an issuer of such securities is information that—

      (a)   a reasonable person would expect, if it were generally available to the market, to have a material effect on the price or value of listed securities of the issuer; and

      (b)   relates to particular securities, a particular issuer or issuers of securities to the public, rather than securities generally or issuers generally;

   (xx)   "member company" means a company which carries on a business of dealing in securities and is recognised as a dealing member by a stock exchange;

   (yy)   "member firm" means a partnership which carries on a business of dealing in securities and is recognised as a dealing member by a stock exchange;

   (zz)   "Minister" means the Minister responsible for finance;

   (aaa)   "money-laundering" means the process of turning illegitimately obtained property into seemingly legitimate property and it includes concealing or disguising the nature, source, location, disposition or movement of the proceeds of crime and any activity which constitutes a crime under section 116 of the Anti-Money Laundering Act;

   (bbb)   "nominee" means a person who, in exercising a right in relation to a security, is entitled to exercise that right only in accordance with instructions given to that person either directly or indirectly or through an agency of one or more persons, and a person is the nominee of another person where he is entitled to exercise such a right only in accordance with instructions given by that person;

   (ccc)   "offer" includes an invitation and any proposal to make an invitation to make an offer;

   (ddd)   "officer" means an officer of the Authority and includes a member of the Authority's staff or an agent of the Authority;

   (eee)   "prescribed" means prescribed by regulations under section 101;

   (fff)   "prescribed interest" means any right to participate, or any interest whether enforceable or not and whether actual, prospective or contingent—

      (i)   in any profits, assets or realisation of any financial or business undertaking or scheme whether in Uganda or elsewhere;

      (ii)   in any enterprise, whether in Uganda or elsewhere, in relation to which the holder of the right or interest is led to expect profits, rent or interest from the efforts of the promoter of the enterprise or a third party; or

      (iii)   in any investment contract, whether or not the right or interest is evidenced by a formal document and whether or not the right or interest relates to a physical asset; but it does not include—

         (A)   any share in or debenture of a body corporate;

         (B)   any interest in or arising out of a policy of life insurance;

         (C)   an interest in a partnership agreement, unless the agreement or proposed agreement—

            (I)   relates to an undertaking, scheme, enterprise or investment contract promoted by or on behalf of a person whose ordinary business is or includes the promotion of similar undertakings, schemes, enterprises or investment contracts, whether or not that person is, or is to become, a party to the agreement or proposed agreement;

            (II)   is or includes the promotion of similar undertakings, schemes, enterprises or investment contracts, whether or not that person is, or is to become, a party to the agreement or proposed agreement; or

            (III)   is or would be an agreement, within a class of agreements, prescribed by the regulations for the purposes of this paragraph;

            (IV)   a right of interest, or a right of interest included in a class or kind of rights or interests, declared by regulations to be an exempt right or interest or a class or kind of exempt rights or interests;

   (ggg)   "registered venture capital fund" means a company approved by the Authority and incorporated for purposes of providing risk capital to businesses in Uganda with high growth potential, whereby not less than 80 percent of the funds so invested consist of equity or quasi-equity investment in eligible enterprises;

   (hhh)   "Registrar of Companies" means the Registrar of Companies under the Companies Act;

   (iii)   "regulated person" means any person who has been granted a licence under this Act, or under the Collective Investment Schemes Act, the Securities Central Depositories Act or any other Act for whose administration the Authority is wholly or partly responsible or an approved or formerly approved Securities Exchange or any persons associated with such licensees or approved stock exchanges;

   (jjj)   "regulations" means regulations made under section 101;

   (kkk)   "relevant authority"—

      (i)   in relation to a member company or member firm, means the stock exchange by which the company is recognised; and

      (ii)   in relation to any other person, means the authority;

   (lll)   "relevant bodies" means the bodies specified in Schedule 2 to this Act;

   (mmm)   "relevant securities" has the meaning assigned to it by section 18(11);

   (nnn)   "representative" means a person approved by the Authority who is in the employment of the approved person and plays a critical role in that company, and includes a trader, director, general manager, analyst or any other person employed by the licensee;

   (ooo)   "rules", in relation to an approved stock exchange, means the rules governing the exchange or the conduct of its members, by whatever name called;

   (ppp)   "securities" means—

      (i)   debentures or bonds issued or proposed to be issued by a government;

      (ii)   debentures, shares, bonds or notes issued or proposed to be issued by a body corporate;

      (iii)   any right, warrant, option or future in respect of any debenture, shares, bonds, notes, depository receipts or in respect of commodities or derivatives; or

      (iv)   units, interest or share offered under a collective investment scheme; or

      (v)      investment contracts; or

      (vi)   any financial instruments, commonly known as securities, but does not include—

         (A)   bills of exchange;

         (B)   promissory notes; or

         (C)   certificates of deposit issued by a bank or financial institution licensed under the Financial Institutions Act;

      (vii)   any other instrument prescribed by the Authority to be a security;

   (qqq)   "securities central depository" means a Securities Central Depository approved by the Authority under section 5 of the Securities Central Depositories Act;

   (rrr)   "securities exchange" means a market, exchange, securities organisation or other place at which securities are offered for sale, purchase or exchange, including any clearing, settlement or transfer services connected with the transaction;

   (sss)   "self regulatory organisation" means a person that is organised for the purpose of regulating the operations and the standards of practice and business conduct, in capital markets, of its members and their representatives with a view to promoting the protection of investors and the public interest;

   (ttt)   "shares" means the interest of members of a body corporate who are entitled to share in the capital or income of that body corporate and includes stock;

   (uuu)   "stockbroker" means a person who carries on the business of buying or selling of securities as an agent for an investor in return for a commission;

   (vvv)   "stock exchange" means a market, exchange or other place at which securities are offered for sale, purchase or exchange, including any clearing, settlement or transfer services connected with it;

   (www)   "stock market" means a market, or other place at which, or a facility by means of which—

      (a)   offers to sell, purchase or exchange securities are regularly made or accepted;

      (b)   offers or invitations are regularly made, being offers or invitations that are intended or may reasonably be expected to result, whether directly or indirectly, in the making or acceptance of offers to sell, purchase or exchange securities; or

      (c)   information is regularly provided concerning the prices at which, or the consideration for which, particular persons, or particular classes of persons, propose, or may be reasonably be expected, to sell, purchase or exchange securities;

   (xxx)   "substantial shareholder" means a shareholder entitled to exercise or control the exercise of 15 percent or more of the voting power at general meetings of the company or one who is in a position to control the composition of a majority of the board of directors of a company;

   (yyy)   "suspicious transaction" for the purposes of money-laundering means a transaction which is inconsistent with a client's known legitimate business or personal activities or with the normal business for that client's type of account or business relationship or a complex and unusual transaction or complex or unusual pattern of transactions that has no apparent or visible economic purpose;

   (zzz)   "this Act" includes any regulations made under this Act;

   (aaaa) "Tribunal" or "the Capital Markets Tribunal" means the Capital Markets Tribunal established under Part XB;

   (bbbb) "trust account" means a trust account opened and maintained under section 67;

   (cccc) "underwriter" means a body corporate approved by the Authority to carry on or conduct the function of underwriting;

   (dddd) "underwriting" means the purchase or commitment to purchase or distribute any issue or offer of securities with a view to immediate or prompt public distribution by or through them;

   (eeee) "unit", has the same meaning as it has in the Collective Investment Schemes Act, 2003;

   (ffff) "unit trust scheme" has the same meaning as it has in the Collective Investment Schemes Act, 2003.

2.   Meaning of "associated person".

   (1) A reference in this Act to a person associated with another person shall be construed as follows—

   (a)   where the other person is a body corporate—

      (i)   a director or secretary of the body corporate;

      (ii)   a body corporate that is related to the other person; or

      (iii)   a director or secretary of the related body corporate;

   (b)   where the matter to which the reference relates is the extent of power to exercise, or to control the exercise of, the voting power attached to voting shares in a body corporate, a person with whom the other person has, or proposes to enter into, an agreement, understanding or undertaking, whether formal or informal and whether express or implied—

      (i)   by reason of which either of those persons may exercise, directly or indirectly control the exercise of, or substantially influence the exercise of, any voting power attached to a share in the body corporate;

      (ii)   with a view to controlling or influencing the composition of the board of directors or the conduct of affairs of the body corporate; or

      (iii)   under which either of those persons may acquire from each other shares in the body corporate or may be required to dispose of those shares in accordance with the directions of the other person;

   (c)   a person in concert with whom the other person is acting, or proposes to act, in relation to the matter to which the reference relates;

   (d)   where the matter to which the reference relates is a matter other than the extent of power to exercise, or to control the exercise of, the voting power attached to voting shares in a body corporate—

      (i)   subject to subsection (2), a person who is a director of a body corporate that carries on a business of dealing in securities and of which the other person is also a director;

      (ii)   subject to subsection (2), a person who is a director of a body corporate of which the other person is a director, not being a body corporate that carries on a business of dealing in securities; or

      (iii)   a trustee of a trust in relation to which the other person benefits or is capable of benefiting otherwise than by reason of transactions entered into in the ordinary course of business in connection with the lending of money;

   (e)   a person with whom the other person is by virtue of any law regarded as associated in respect of the matter to which the reference relates;

   (f)   a person with whom the other person is, or proposes to become, associated, whether formally or informally, in any other way in respect of the matter to which the reference relates; or

   (g)   where the other person has entered into, or proposes to enter into, a transaction, or has done, or proposes to do, any other act or thing, with a view to becoming associated with a person referred to in paragraph (a), (b), (c), (d), (e) or (f).

   (2) Where, in proceedings under this Act, it is alleged that a person referred to in subsection (1)(d) (i) or (ii) was associated with another person at a particular time, that person shall be taken not to have been associated in relation to a matter to which the proceedings relate unless the person alleging the association proves that the first-mentioned person at that time knew or ought reasonably to have known the material particulars of that matter.

   (2) A person shall be taken to be associated with another person by virtue of subsection (1)(b), (c), (e) or (f) by reason only that one of those persons furnishes advice to, or acts on behalf of, the other person in the proper performance of functions that relate to his or her professional capacity or to his or her business relationship with the other person.

3.   Definition of "interest in securities".

   (1) Where any property held in trust consists of or includes securities in which a person knows, or has reasonable grounds for believing that he or she has an interest, he or she shall be taken to have an interest in those activities.

   (2) A person shall be taken to have an interest in a security where a body corporate has an interest in that security and—

   (a)   the body corporate is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of that person in relation to that security;

   (b)   that person has a controlling interest in the body corporate; or

   (c)   that person is, or the associates of that person or that person and his or her associates are, entitled to exercise or control the exercise of not less than 15 percent of the votes attached to the voting shares in the body corporate.

   (3) A person shall be taken to have an interest in a security in any one or more of the following circumstances—

   (a)   where he or she has entered into a contract to purchase a security;

   (b)   where he or she has a right, otherwise than by reason of having an interest under a trust, to have a security transferred to himself or herself to his or her order, whether the right is exercisable immediately or in the future and whether on the fulfilment of a condition or not;

   (c)   where he or she has the right to acquire a security or an interest in a security, under an option, whether the right is exercisable immediately or in the future and whether on the fulfilment of a condition or not; or

   (d)   where he or she is entitled, otherwise than by reason of his or her having been appointed a proxy or representative, to vote at a meeting of members of a body corporate or of a class of its members, to exercise or control the exercise of a right attached to a security, not being a security of which he or she is the registered holder.

   (4) A person shall be taken to have an interest in a security if that security is held jointly with another person.

   (5) For the purpose of determining whether a person has an interest in a security, it is immaterial that the interest cannot be related to a particular security.

   (6) There shall be disregarded for the purpose of determining whether a person has an interest in a security—

   (a)   an interest in a security if the interest is that of a person who holds the security as a bare trustee;

   (b)   an interest in a security of a person whose ordinary business includes the lending of money if he or she holds the interest only by way of security for the purpose of a transaction entered into in the ordinary course of business in connection with the lending of money;

   (c)   an interest of a person in a security being an interest held by him or her by reason of his or her holding a prescribed office; and

   (d)   a prescribed interest in a security being an interest of such person, or of the person included in such class of persons, as may be prescribed.

   (7) An interest in a security shall not be disregarded under this section by reason only of—

   (a)   its remoteness;

   (b)   the manner in which it arose; or

   (c)   the fact that the exercise of a right conferred by the interest is or is capable of being made subject to restraint or restriction.

PART II
CAPITAL MARKETS AUTHORITY.

4.   Establishment of the Authority.

   (1) There is established an Authority to be known as the Capital Markets Authority.

   (2) The Authority shall be a body corporate with perpetual succession and a common seal and shall be capable in its corporate name of—

   (a)   suing and being sued;

   (b)   taking, purchasing or otherwise acquiring, holding, charging and disposing of both movable and immovable property;

   (c)   borrowing and lending money;

   (d)   entering into contracts; and

   (e)   doing or performing all other things or acts necessary for the proper performance of its functions under this Act which may lawfully be done by a body corporate.

   (3)–(13) ...

4A.   Official seal of the Authority.

   (1) The official seal of the Authority shall be in a form determined by the Board.

   (2) The official seal shall, when affixed to any document, be authenticated by the signatures of the Chief Executive Officer and the Secretary to the Board.

   (3) In the absence of the Chief Executive Officer, the person performing the functions of the Chief Executive Officer, shall sign in his or her place.

   (4) In the absence of the Secretary, the person performing the functions of the Secretary shall sign in the place of the Secretary.

   (5) An instrument or contract which if executed or entered into by a person other than a body corporate would not require to be under seal, may be executed or entered into on behalf of the Authority by the Chief Executive Officer or the Secretary to the Board or a person duly authorised by resolution of the Board.

   (6) Every document purporting to be an instrument or contract executed or issued by or on behalf of the Authority in accordance with this section shall be taken to be executed or issued until the contrary is proved.

4B.   Objects of the Authority.

   The objects of the Authority are—

   (a)   to promote confidence in the capital markets;

   (b)   to ensure honesty and transparency in capital markets transactions;

   (c)   to carry out investor education;

   (d)   to protect investors; and

   (e)   to reduce systemic risk.

5.   Functions of the Authority.

   (1) The functions of the Authority are—

   (a)   to approve prospectuses and other offering documents under which securities are offered to the public and to approve information memorandum;

   (b)   to develop all aspects of the capital markets with particular emphasis on the removal of impediments to, and the creation of incentives for, long term investments in productive enterprise;

   (c)   to create, maintain and regulate, through implementation of a system in which the market participants are self regulatory to the maximum practicable extent, of a market in which securities can be issued and traded in an orderly, fair and efficient manner;

   (d)   to cooperate with, provide information to, conduct any investigation or inquiry for, or otherwise assist any foreign regulatory authority in the performance of its duties;

   (e)   to implement regional and international standards and best practice in securities markets, securities regulation and supervision;

   (f)   to protect investor interests; and

   (g)   to operate the Investor Compensation Fund established by section 81.

   (2) For the purpose of carrying out its objects, the Authority may exercise, perform and discharge all or any of the following powers, duties and functions—

   (a)   advise the Minister on all matters relating to the development and operation of capital markets;

   (b)   maintain surveillance over securities to ensure orderly, fair and equitable dealings in securities;

   (c)   grant a licence to any person to operate as a stockbroker, dealer or investment adviser, fund manager, investment house, collective investment scheme, market adviser, representative, trustee, custodian or depository; and ensure the proper conduct of that business;

   (d)   grant approval to any person to operate as a commodities exchange, securities exchange, securities central depository, credit rating agency, registrar, underwriter, clearing house, clearance and settlement facility or to operate in any other capacity which directly contributes to the attainment of the objectives of this Act; and to ensure the proper conduct of that business;

   (e)   approve venture capital funds;

   (f)   approve any other persons dealing in securities or exercising any functions related to securities, and their agents and to control and supervise their activities with a view to maintaining proper standards of conduct and professionalism in the securities business;

   (g)   inquire into the affairs or conduct of any approved person and to hear and determine any complaints concerning any act or omission, which, if proven, would be a breach of this Act and to refer, in its discretion, that inquiry or complaint to the Capital Markets Tribunal;

   (h)   publish, when the Authority considers it appropriate, any report or comment made by the Authority in the course of the exercise of its functions;

   (i)   conduct any investigation or inquiry relevant to the securities markets in Uganda or elsewhere and publish any report arising from that investigation or inquiry;

   (j)   make and maintain effective arrangements for consulting practitioners and consumers on its general policies and proposed legislative measures for the capital markets industry;

   (k)   formulate principles for the guidance of the securities industry;

   (l)   monitor the solvency of licence holders and take measures to protect the interests of customers where the solvency of any licence holder is in doubt;

   (m)   protect the integrity of the securities market against any abuses;

   (n)   monitor takeovers and mergers in respect of listed companies in Uganda and adopt measures for the supervision and regulation of takeovers and mergers in order to protect the interests of investors and to provide for an orderly and well-informed capital markets;

   (o)   formulate measures to minimise and supervise any conflict of interest that may arise for licensed persons and the Authority;

   (p)   create the necessary environment for the orderly growth and development of the capital markets;

   (q)   cooperate with and enter into agreements for mutual co-operation and assistance with other regulatory authorities, whether within or outside Uganda, for the development and regulation of cross border activities in capital markets and provide assistance and information to those authorities;

   (r)   perform the functions conferred on the Authority by the Companies Act;

   (s)   implement East African Community Council regulation directives, decisions or recommendations relating to the securities markets in the East African Region;

   (t)   trace and freeze any assets, including the bank accounts of any person who, upon investigation by the Authority, is found to have engaged in any fraudulent dealings in securities or insider trading;

   (u)   act as the supervisory Authority for anti-money laundering and combating of financing of terrorism in the capital markets and perform the functions conferred on the Authority, as an accountable person, under the Anti-Money Laundering Act, 2013; and

   (v)   undertake such other activities as are necessary or expedient for giving full effect to the provisions of this Act.

5A.   Independence of the Authority.

   (1) The Authority shall be independent in the performance of its functions and duties and shall not be subject to the direction or control of any person.

   (2) Subject to subsection (1), the Minister may give the Authority policy guidance.

6.   ...

7.   Appointment of Chief Executive Officer and other staff.

   (1) The Minister shall appoint a Chief Executive Officer of the Authority on the recommendation of the Board and the Board shall determine the conditions and terms of employment of the Chief Executive Officer.

   (2) The Chief Executive Officer shall have expertise in financial regulation, law, finance, business, accounting, economics, investment or a related field with experience and competence to manage the affairs of the Authority.

   (3) The Chief Executive Officer shall hold office for five years and is eligible for re-appointment for one more term.

   (4) The Chief Executive Officer shall be an ex officio member of the Board and shall attend all meetings of the Board but with no right to vote at any meeting of the Board.

   (5) The Chief Executive Officer shall, subject to the general direction and control of the Board, and except to the extent that the Board may otherwise prescribe, be responsible to the Board for—

   (a)   the direction and management of the affairs, operations and funds of the Authority;

   (b)   the exercise, discharge and performance of the objects, powers, functions and duties of the Authority;

   (c)   carrying out and giving effect to the decisions of the Board; and

   (d)   the administration and control of the employees of the Authority.

   (6) The Chief Executive Officer may be removed from office on grounds of—

   (a)   incompetence;

   (b)   misbehaviour or misconduct;

   (c)   incapacity arising from mental or physical illness rendering the chief executive unable or unfit to discharge his or her duties as Chief Executive Officer;

   (d)   being adjudged bankrupt or entering into a composition or scheme of arrangement with his or her creditors;

   (e)   being sentenced by a court to imprisonment, without the option of a fine, other than in a case of a sentence of less than six months for a traffic offence or the case of a suspended sentence;

   (f)   being convicted of an offence involving dishonesty, fraud or moral turpitude; and

   (g)   in the case of a person holding a professional qualification being disqualified or suspended, from practising his or her profession in Uganda or in any other country by order of a competent Authority made in respect of that person.

   (7) The Board may appoint such other officers and employees, as it considers necessary for the efficient discharge of the responsibilities and functions of the Authority.

   (8) The Board may delegate to the Chief Executive Officer any of its powers, functions and duties as it considers appropriate.

   (9) The officers and other employees appointed under subsection (6) shall be remunerated in such manner and at such rates, and shall be subject to such conditions of service, as may be determined by the Board.

   (10) Every officer or employee appointed under subsection (6) shall, subject to this Act, exercise powers and functions and perform such duties as are assigned to him or her from time to time by the Chief Executive Officer.

8.   General Fund, financial year and accounts.

   (1) The Authority shall have a General Fund.

   (2) There shall be paid into the General Fund—

   (a)   money from the Consolidated Fund;

   (b)   all sums of money paid as fees under this Act;

   (c)   all sums of money received by the Authority for its operations from any other source.

   (3) There shall be paid out of the General Fund all sums of money required to defray the expenditure incurred by the Authority in the discharge of its objects and functions.

   (4) The financial year of the Authority shall be the period of 12 months ending on the 30th"> day of June in each year.

   (5) The Authority shall keep proper books of account of all its income and expenditure and proper records in relation to them.

   (6) The Authority shall cause to be prepared in respect of each financial year, an annual performance report which shall include—

   (a)   financial statements and financial reporting standards in accordance with the Public Finance Management Act;

   (b)   any other information in respect of the financial affairs of the Authority as the Minister may require.

   (7) The Authority shall submit to the Minister at the end of each quarter a statement of its accounts in respect of that quarter.

   (8) The accounts of the Authority shall, in respect of each financial year, be audited by the Auditor General or by an auditor appointed by him or her.

   (9) The Authority shall ensure that within four months after the expiry of each financial year a financial statement described in subsection (6) is submitted to the Auditor General for auditing.

   (10) The Auditor General and any auditor appointed by him or her shall have access to all books of account, vouchers and other financial records of the Authority and be entitled to have any information and explanation required by him or her in relation to them as he or she may think fit.

   (11) The Auditor General shall, within two months after receipt of the financial statement under subsection (9), audit the accounts and deliver to the Authority a copy of the audited accounts, together with his or her report on them, stating any matter which in his or her opinion should be brought to the attention of the Minister.

   (12) The Auditor General shall also deliver to the Minister a copy of the audited accounts of the Authority, together with his or her report on them.

   (13) The Minister shall cause an annual financial statement


as s 8(c) of Act 8 of 2016 replaces "statement of accounts" with "financial statements"')">* of the Authority to be presented to Parliament within four months after the expiration of the financial year to which it relates or within two months after receipt of a copy of the Auditor General's report on the accounts delivered under subsection (12).

9.   Provision of records and information by approved persons and key persons.

   (1) The Authority may, at any time, without notice, enter any premises owned, controlled or occupied by an approved person and examine any books that may be found on those premises or that may be in the possession of the approved person or that may, in any way, relate to the business of the approved person or to the matters listed in subsection (6).

   (2) The Authority may require any key person to provide an explanation to the matters listed in subsection (6).

   (3) The Authority may require an approved person to provide regular reports or returns as the Authority considers appropriate.

   (4) The Authority may, by notice in writing, require any key person of an approved person—

   (a)   to provide specified information;

   (b)   to produce specified documents; or

   (c)   to attend at such place and time as may be specified in the notice and answer questions or make a statement which the Authority or any duly authorised officer or agent of the Authority reasonably requires the person to answer or to make.

   (5) The information or documents required to be provided under subsection (4) shall be provided or produced before the end of such reasonable period and at such place, as may be specified by the Authority.

   (6) This section applies to books or questions relating to—

   (a)   the business or affairs of an approved person or former approved person;

   (b)   the integrity, competence, financial standing or organisation of an approved person or key person;

   (c)   the compliance by those persons with this Act, the Collective Investment Schemes Act, the Securities Central Depositories Act, the Anti-Money Laundering Act or any other Act for whose administration the Authority is wholly or partly responsible and any regulations, orders or guidelines, or condition of any grant of a licence, or direction given under any such Act; or

   (d)   any other matter about which the Authority may reasonably require information for the performance of its functions.

   (7) The Authority may require any information provided under this section to be provided in such form as it may reasonably require.

   (8) The Authority may require—

   (a)   any information provided, whether in a document or otherwise, to be verified in such manner as it may reasonably require; or

   (b)   any document produced, to be authenticated in such manner as it may reasonably require.

   (9) Where books are produced under this section, the Authority may—

   (a)   take copies of them and retain them upon giving reasonable notice and specification of the books, to the person required to give access to them; and

   (b)   instruct an accountant or other expert to examine the books or any of them and report to the Authority, and for that purpose, the books may be delivered to the accountant or expert for that examination.

   (10) Where books required under this section are not produced, the Authority may require the person who should have produced them—

   (a)   to state, to the best of his or her knowledge and belief, where the books may be found;

   (b)   to identify the person who, to the best of his or her knowledge and belief, last had custody of the books and where he or she may be found; and

   (c)   to state why the books cannot be produced.

   (11) For the purposes of this section, an associate of an "approved person" as referred to in the definition of "key person" in section 1 includes—

   (a)   a member of the governing council of a stock exchange;

   (b)   a nominee of, or any person controlled by, an approved person;

   (c)   where the person is a partnership, any partner, including a corporate partner; and

   (d)   where the approved person is a company, any company or director of a company which owns, or which is owned by the same parent company as the approved person.

   (12) A person who, without reasonable excuse, fails to comply with a requirement of this section or obstructs or hinders the Authority in the exercise of its powers under this section, commits an offence and is liable, on conviction, to a fine not exceeding 48 currency points or imprisonment not exceeding two years or both.

   (13) A person shall not be subject to any liability by reason that he or she complied with a requirement made or purported to have been made under this section.

10.   ...

11.   Power to search premises.

   (1) The Authority may, at any time and without prior notice, if it has reason to believe that there are, in any premises, any books the production of which has been directed by the Authority and which have not been produced in compliance with the direction, authorise an officer and any other person or persons instructed by the Authority to—

   (a)   use such force as is necessary and reasonable to enter any premises that the Authority has reason to believe are premises at which those books are kept or may be located;

   (b)   search for the books and for that purpose break open any cupboard, drawer, container or receptacle, whether a fixture or not, on the premises;

   (c)   seize or make a copy of any of the books;

   (d)   question any person who is present on the premises, or the directors, officers, members, employees or partners of any person conducting business on the premises as to the location of the books;

   (e)   direct that the premises or any part of it shall be left undisturbed for as long as it is necessary to search the premises for those books;

   (f)   direct, by notice in writing addressed and delivered to any person who has control over the custody of the books, that person to produce and deliver the books to the officer of the Authority issuing the notice, at the time and place referred to in the notice; and

   (g)   examine that book, and seek from any person referred to in paragraph (d) an explanation regarding any entry in the book.

   (2) The officer referred to in subsection (1) shall, at the request of any person on the premises affected by the entry and in performance of the functions of the Authority under this section, exhibit to the person the written authorisation from the Authority.

   (3) A person shall not—

   (a)   hinder or obstruct an officer of the Authority or persons assisting him or her in the performance of his or her functions;

   (b)   refuse or fail to comply with any request made by an officer of the Authority in the performance of the officer's functions;

   (c)   refuse or fail to answer any questions which the officer of the Authority or any expert instructed by the Authority directs that person; or

   (d)   intentionally furnish false or misleading information to an officer of the Authority or expert instructed by the Authority.

   (4) For the purposes of this section "premises" includes any building or structure, or part of a building or structure, whether above or below the surface of the land or water, or any vehicle, vessel or aircraft.

   (5) A person shall not falsely claim or hold himself or herself out to be an officer of the Authority.

   (6) Any person who contravenes subsections (3) and (5) commits an offence and is liable, on conviction, to a fine not exceeding 100 currency points or imprisonment for a term not exceeding one year, or both.

12.   Incriminating statements.

   (1) A person is not excused from failing to provide a statement explaining any matter relating to the compilation of any books or any matter requested of him or her under section 9, 11 or 19 on the ground that the statement might tend to incriminate him or her.

   (2) Notwithstanding subsection (1), where the person claims before making a statement required of him or her that the statement might tend to incriminate him or her, the statement provided in answer to the request shall not be admissible in evidence against him or her in any criminal proceedings other than proceedings under section 9, 10, 11 or 19.

   (3) Subject to subsection (2), a statement made by a person in compliance with a requirement under section 9, 10, 11 or 19 may be used in evidence in any criminal or civil proceedings against the person.

13.   Offences in relation to provision of false information.

   (1) A person who knowingly or recklessly provides the Authority or any other person entitled to information under this Act with information which is false or misleading in a material particular commits an offence if the information is provided—

   (a)   in purported compliance with a requirement imposed under this Act;

   (b)   otherwise than as mentioned in paragraph (a) but in circumstances in which the person providing the information intends, or could reasonably be expected to know, that the information would be used by the Authority for the purpose of exercising its functions under this Act.

   (2) A person who knowingly or recklessly provides the Authority or any other person with information which is false or misleading in a material particular commits an offence.

   (3) An approved person commits an offence if he or she fails to provide the Authority with any information in his or her possession, knowing or having reasonable cause to believe that or being reckless as to whether—

   (a)   the information is relevant to the exercise by the Authority of its functions in relation to the approved person; and

   (b)   the withholding of the information is likely to result in the Authority being misled as to any matter which is relevant to and of material significance for the exercise of those functions in relation to the licensee or former licensee.

   (4) A person who contravenes this section, commits an offence and is liable on conviction to a fine not exceeding 300 currency points or to imprisonment for a term not exceeding three years, or both.

   (5) In this section, a reference to disclosing information includes, in relation to information that is contained in a document, the furnishing of the document.

14.   Copies or extracts of books admissible in evidence.

   (1) Subject to this section and section 16, a copy of or extract from a book relating to a matter specified in section 9(1) or (3) is admissible in evidence as if it were the original book.

   (2) A copy of or extract from a book is not admissible in evidence under subsection (1) unless it is proved that the copy or extract is a true copy of the book or of the relevant part of the book.

   (3) For the purpose of subsection (2), evidence that a copy of or extract from a book is a true copy of the book or of a part of the book may be given by a person who has compared the copy or extract with the book or the relevant part of the book and may be given orally or by an affidavit or statutory declaration.

15.   Savings for lawyers.

   Nothing in section 9, 10 or 11 shall compel an advocate to produce a document that contains privileged communication made by or to him or her in his or her professional capacity or authorise the taking of possession of any such document which is in his or her possession; but if the advocate refuses to produce the document, he or she shall nevertheless be obliged to give the name and address, if he or she knows them, of the person to whom or by or on whose behalf the communication was made.

16.   Secrecy of information.

   (1) Subject to subsections (2) and (3), a person who receives information relating to the business or other affairs of any person—

   (a)   under or for the purposes of this Act or any other Act for whose administration the Authority is wholly or partly responsible; or

   (b)   directly or indirectly from a person who has so received it,

commits an offence if he or she discloses the information without the consent of the person to whom it relates or the person from whom it was received and is, on conviction, liable to a fine not exceeding 200 currency points or imprisonment not exceeding two years, or both.

   (2) Subsection (1) does not apply to information which, at the time of the disclosure, is or has already been made available to the public from other sources, or to information in the form of a summary or collection of information so framed as not to permit information relating to any particular person to be ascertained from it.

   (3) Subsection (1) does not apply to the disclosure of information where that information is disclosed—

   (a)   for the purpose of enabling or assisting the Authority or any person acting on its behalf to discharge their functions under this Act, or any other enactment under which they are charged with duties;

   (b)   by the Authority, or any person acting on its behalf, to a foreign regulatory authority;

   (c)   to a person showing whether or not any person is a licensed person;

   (d)   with a view to the investigation of a suspected offence, or institution of, or for the purposes of, any criminal proceedings, whether under this Act or not;

   (e)   in connection with any other proceedings arising out of this Act;

   (f)   with a view to the institution of, or otherwise for the purposes of, any disciplinary proceedings by a professional body relating to the exercise of professional duties by a member of that body;

   (g)   by the Authority, or any person acting on its behalf, to the Attorney General or to a police officer or to any other law enforcement agency being information in the possession of the Authority which may be of assistance to the Attorney General or a police officer or other law enforcement agency in the performance of their duties; except that the Attorney General or police officer or other law enforcement agency may not disclose the information to any other person except where, in their discretion, the disclosure is necessary to perform their duties or to assist others in the performance of their duties, whether in Uganda or outside Uganda;

   (h)   by the Authority to the auditor of an approved person, if it appears to the Authority that disclosing the information would enable or assist the Authority to discharge the functions mentioned in paragraph (a) or would otherwise be in the interests of persons who have transacted or may transact business with a licensed person;

   (i)   to a qualified person if, in order to enable or assist the Authority properly to discharge any of its functions under this Act, the Authority considers it necessary to seek advice from any qualified person on any matter requiring the exercise of professional skill and the disclosure appears to the Authority to be necessary to ensure that the qualified person concerned is properly informed with respect to the matters on which the person's advice is sought;

   (j)   where disclosure is required as a result of a legal obligation, including an order of the court relating to a specific item of confidential information;

   (k)   where disclosure is permitted by regulations made under this Act.

   (4) Information shall not be disclosed under subsection (3)(b) unless the Authority, or any person acting on its behalf, has taken into account section 20A.

   (5) This section applies to information supplied to the Authority by a foreign regulatory authority for the purposes of the Authority's functions, whether under this Act, or any other Act which confers duties on the Authority and information relating to the business or other affairs of any person which the Authority may receive in connection with its functions under any other Act.

   (6) A "qualified person" for the purposes of subsection (3)(i) is a person who is professionally qualified and skilled to give advice on securities transactions and matters and includes an advocate, chartered accountant or valuer.

17.   Disclosure to Authority.

   (1) The Authority may, where it considers it necessary in order to fulfil the provisions of this Act, require an approved person to disclose to it, in relation to any acquisition or disposal of securities, the name of the person from or through whom or on whose behalf the securities were acquired or disposed of and the nature of the instructions given to the stock broker, dealer or fund manager in respect of the acquisition or disposal.

   (2) The Authority may require a person who has acquired, held or dispos

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