DECISION OF THE NATIONAL COMMISSION ON SECURITIES AND STOCK MARKET OF UKRAINE

of May 14, 2013 No. 820

About approval of Changes to Licensed conditions of carrying out professional activity in the security market - activities for management of mortgage covering

According to Civil and Economic codes of Ukraine, Chapter III of the Labor code of Ukraine, Articles 3, 4, part one and Items 9, 17, 27, 28 parts two of Article 7, Items 2 - 4, 13, 20, 33 articles 8 of the Law of Ukraine "About state regulation of the security market in Ukraine", Articles 16, 17, 19 - 27-1 Laws of Ukraine "About securities and the stock market", the Laws of Ukraine "About mortgage bonds", "About institutes of joint investment (share and corporate investment funds)", "About joint-stock companies", "About economic societies", "About financial services and state regulation of the markets of financial services", "About prevention and counteraction of legalization (washing) of income gained in the criminal way or to terrorism financing", "About state registration of legal entities and physical persons - entrepreneurs", "About banks and banking activity", "About financial accounting and the financial reporting in Ukraine", "About depositary system of Ukraine", taking into account Articles 13, 19 Laws of Ukraine "About licensing of certain types of economic activity", other regulatory legal acts which determine qualification, organizational, production and other requirements for carrying out activities for management of mortgage covering the National commission on securities and the stock market SOLVED:

1. Approve Changes to Licensed conditions of carrying out professional activity in the security market - activities for management of the mortgage covering approved by the decision of the National commission on securities and the stock market (is farther - NKTsBFR) of February 7, 2012 No. 235, registered in the Ministry of Justice of Ukraine on February 28, 2012 for No. 328/20641, which are applied.

2. Professional participants of the stock market who obtained termless licenses on carrying out certain type of professional activity in the stock market within two years after the introduction of July 4, 2012 No. 5042-VI "About modification of some legal acts of Ukraine concerning enhancement of the legislation on securities" shall submit to operation of the Law of Ukraine to NKTsBFR information provided by Items 2 - 13 parts two of article 27-1 of the Law of Ukraine "About securities and the stock market".

3. And stock exchanges (I. Ustenko) to provide to department of regulation of activities of dealers in securities submission of this decision on state registration in the Ministry of Justice of Ukraine.

4. (Yu. Zhuly) to provide to department of external and internal communications of management of information technologies, external and internal communications publication of this decision according to the legislation.

5. This decision becomes effective from the date of its official publication.

6. Control over the implementation of this decision to assign to the member of NKTsBFR O. Tarasenko.

Approved by the Decision of the National commission on securities and the stock market of Ukraine of May 14, 2013 No. 820

Changes to Licensed conditions of carrying out professional activity in the security market - activities for management of mortgage covering

1. In the Section I:

1.1. 1, 3 to exclude Items.

With respect thereto 2, 4 to consider Items respectively Items 1, 2.

1.2. To add clause 2 after the word "be implemented" with words "officials of the licensee and".

2. In the Section ІІ:

2.1. In item 4:

paragraphs two, third to state in such edition:

"The head of the licensee (except bank) who carries out activities for management of mortgage covering, shall have length of service on executive positions in financial institution at least three years.

The head of the licensee, its isolated or specialized structural divisions when implementing activities for management of mortgage covering cannot work at the same time in other professional participants of the stock market.";

in paragraph five of the word and figures "To professional requirements to the chief accountants of professional participants of the security market approved by the decision of State commission on securities and the stock market of 24.04.2007 No. 815, registered in the Ministry of Justice of Ukraine 16.05.2007 for No. 510/13777 (with changes)" shall be replaced with words also in figures "To professional requirements to the chief accountants of professional participants of the security market approved by the decision of the National commission on securities and the stock market of April 25, 2013 No. 769, registered in the Ministry of Justice of Ukraine on May 21, 2013 for No. 793/23325 (dalshekomissiya)";

add Item with paragraphs of such content:

"The licensee in case of dismissal of person who holds position of the chief accountant or persons to whom conducting financial accounting of the licensee, or termination/agreement cancelation with the legal entity to who conducting financial accounting of the licensee is assigned is assigned shall recover person to who the specified obligations will be assigned within three months.

The goodwill of the licensee, and also the head (members) of executive body, the head of service of internal audit (control) and the chief accountant of the licensee (except bank) shall meet the requirements established by the regulatory legal act of the Commission which regulates procedure and conditions of licensing for carrying out separate types of professional activity in the stock market (security market), renewals of the license, issue of the duplicate and the copy of the license (further - the Procedure and conditions of licensing).".

2.2. State Item 5 in such edition:

"5. The certified specialists of the dealer in securities (its isolated and/or specialized structural divisions) who according to job responsibilities directly perform professional activity in the stock market cannot work at the same time in other divisions of the licensee which perform other types of professional activity, than the securities trading, and in other professional participants of the stock market.".

2.3. In Item 6:

state paragraph two in such edition:

"In case of dismissal of the head of the licensee (except bank) the authorized body of the licensee shall designate person who fulfills its duties. Such person shall meet the requirements established by these Licensed conditions to the head.";

third after the words "from among the certified specialists of the licensee (except bank)" to add the paragraph with the words "on any kind of activities which are carried out by the licensee".

2.4. In Item 7:

after the words "The Licensee Shall Have" to add Item with the words "technical supply (at least three computers with the device for uninterrupted power supply";

add Item with the paragraph of such content:

"The licensee shall promulgate till April 30 of year which comes behind the accounting period, the annual financial reporting and annual consolidated financial statements together with audit opinion on own website or the web page with publication in the periodic or non-periodic edition.".

2.5. The fourth Item 8 to state the paragraph in such edition:

"develop procedure of internal audit (control) (except bank).".

2.6. In Item 10 to exclude the word "specialized" in all cases.

2.7. State Item 11 in such edition:

"11. The manager, the issuer and the auditor (auditing firm) cannot be the connected persons. The manager cannot be the connected person with the servicing organization.".

2.8. In Item 13:

the paragraph one to state in such edition:

"13. The licensee (except bank) when carrying out activities for management of mortgage covering shall have equity according to the financial reporting which moves according to Item 11 of the Section III of these Licensed conditions, in the amount of not smaller, than the minimum size of the authorized capital established by the legislation for activities for management of mortgage covering (except societies for which the second financial year from the date of their creation did not end yet).";

third to exclude the paragraph.

2.9. To add Item 14 paragraph two after words of "the markets of financial services" with the words "About Financial Accounting and the Financial Reporting in Ukraine".

2.10. Add the Section with Items 15, of the 16th such content:

"15. The manager's share together with the connected persons in the authorized capital of the Central depositary shall constitute no more than 5 percent.

16. According to the solution of the supervisory board (in the presence) or the supreme body of management of the licensee (except bank) the structural division is created or the certain official who books internal audit (control) is designated.

The structural division (the certain official) who books internal audit (control) submits to the supervisory board (in the presence) or to the supreme body of management and organizationally does not depend on other divisions of the licensee.

The structural division (the certain official) who books internal audit (control) shall organize the activities according to requirements of the Regulations on features of the organization and carrying out internal audit (control) in professional participants of the stock market approved by the decision of the Commission of July 19, 2012 No. 996, registered in the Ministry of Justice of Ukraine on September 20, 2012 for No. 1628/21940.".

3. In the Section ІІІ:

3.1. Items 1 - 3 to state in such edition:

"1. In case of decision making about creation of separate division of the licensee outside Ukraine to which powers will be conferred to carry out professional activity in the security market - activities for management of mortgage covering according to the obtained license, the licensee shall submit the application and documents according to Procedure for provision of approval for creation by the professional participant of the stock market of separate division outside Ukraine approved by the decision of the Commission of November 6, 2012 No. 1583, registered in the Ministry of Justice of Ukraine on November 28, 2012 for No. 1999/22311, in the procedure established by the Commission on receipt of approval of the Commission on creation of such separate division.

2. In case of the termination of the licensee by reorganization as a result of transformation he within twenty working days from registration date of new constituent documents shall submit the Commissions the plea of nullity of the license (the copy of the license) for carrying out professional activity in the stock market (security market) in connection with the termination of the licensee by reorganization as a result of transformation together with the original of the license and the statement for licensing for carrying out professional activity in the stock market (security market) (further - the statement for licensing) and documents which are attached to it, for receipt of the new license according to Procedure and conditions of licensing.

3. In case of the termination of the licensee by reorganization as a result of transformation of the licensee to joint-stock company he files the specified documents within twenty working days from registration date of the corresponding share issue.".

3.2. In item 4 of the word and figure "Chapter 5 of the Procedure and conditions of licensing for carrying out professional activity in the security market - activities for management of mortgage covering." shall be replaced with words also in figures of "the Section VІ of the Procedure and conditions of licensing".

3.3. In Item 5 of the word and figure "Chapter 6 of the Procedure and conditions of licensing for carrying out professional activity in the security market - activities for management of mortgage covering." shall be replaced with words also in figure of "the Section V of the Procedure and conditions of licensing".

3.4. In Item 6 of the word and figure "Chapter 7 of the Procedure and conditions of licensing for carrying out professional activity in the security market - activities for management of mortgage covering" shall be replaced with words also in figures of "the Section VII of the Procedure and conditions of licensing".

3.5. In Item 7:

in the paragraph the second the words "activities for management of mortgage covering" shall be replaced with words "professional activity in the stock market by its separate types"; "the established form according to appendix 7 to the Procedure and conditions of carrying out professional activity in the security market - activities for management of mortgage covering" shall be replaced with words words and figure "which is enclosed to the application for licensing";

the fifth to exclude the paragraph.

3.6. In Item 9:

word in paragraph three to "the constituent document" shall be replaced with words to "the charter (new edition)";

the fourth to state the paragraph in such edition:

"if the licensee is created and acts on the basis of the model charter, notarially certified copy of the decision of authorized body of management on entering of corresponding changes into this decision moves;";

paragraphs of the sixth - to state the eighth in such edition:

"in case of change of the head (members) of executive body, the head of service of internal audit (control) and the chief accountant of the licensee (except bank) the questionnaire concerning goodwill of governing bodies of the legal entity, the chief accountant and the head of service of internal audit which is enclosed to the application for licensing moves;

the reference on the leading officials and specialists of the applicant (licensee) who directly perform professional activity in the stock market (security market) and are certified in accordance with the established procedure which is enclosed to the application for licensing, with changes;

the head certified by the signature and the applicant's seal the copy of the approved organizational structure of the licensee with changes with addition of data of rather structural divisions of the applicant (licensee) which employees directly perform separate types of professional activity in the stock market (security market) which are enclosed to the application for licensing, and changes of the staff list of the licensee;";

the eleventh to state the paragraph in such edition:

"and other location, than the applicant (licensee), with changes which is enclosed to the application for licensing have the certificate of specialized structural divisions of the applicant (licensee) which perform professional activity in the stock market (security market) by its separate types;";

the twelfth to exclude the paragraph;

add Item with paragraphs of such content:

"information in any form concerning dismissal of person who holds position of the chief accountant, or person to who conducting financial accounting of the licensee is assigned (except bank), with indication of surname, name, middle name (for physical person) and names, identification code (for the legal entity) and dates of such dismissal (termination/termination of the relevant agreement), the head certified by the signature and seal of the licensee;

in case of appointment of person who holds position of the chief accountant (except bank) the copy of the qualification certificate of the specialist in questions of financial accounting of professional participants of the stock market certified by the signature of the head and seal of the licensee moves.

In case of lack of position of the chief accountant the licensee (except bank) the reference in any to form concerning person to who conducting financial accounting is assigned (except the owner of the applicant and the applicant's head), with indication of surname, name, middle name and years of service of labor activity as the accountant (for physical person) or names, identification code (for the legal entity) and surnames, name, middle name of the head and person who directly performs conducting financial accounting of the applicant (for the legal entity to who conducting financial accounting of the licensee is assigned), certified by the signature of the head and seal of the licensee moves;

the certificate of changes in staff of the supervisory board (in case of its creation), executive body and audit committee of the applicant (licensee) which is enclosed to the application for licensing;

the reference concerning structure of property of the applicant (licensee) and owners with essential participation in it which is enclosed to the application for licensing, regarding the Section I "Structure of property of the applicant (licensee)" (except Item 3 and the table 6);

the certificate of availability (absence) at the applicant (licensee) among members (shareholders) of physical person which has the criminal record which is not extinguished or not removed in accordance with the established procedure for property offenses in the field of economic activity and/or in the field of office activities and owns directly or mediately the block of shares (share) in the amount of 10 and more percent of the authorized capital of the applicant (licensee) with corresponding changes which is enclosed to the application for licensing;

copies of the relevant document of bank which confirm payment of increase in the authorized capital only at the expense of money (except case of increase in the authorized capital by profit, reinvestment of dividends)".

3.7. In Item 10:

to replace the word of "ten" with the word of "fifteen";

add Item 10 with subitem 10.5 of such content:

"10.5. Changes in the working schedule".

3.8. State Item 11 in such edition:

"11. The licensee shall give annually till February 1 the Commissions condition for January 1 of the current year such documents which were enclosed to the application for licensing:

the certificate of associated persons of the physical person - the owner with essential participation at the applicant (licensee);

the reference on legal entities who have physical person - the owner with essential participation at the applicant (licensee) is the head and/or the controller;

the reference concerning structure of property of the applicant (licensee) and owners with essential participation in it with appendix of the schematic image of such structure.

4. In paragraph three of Item 12 of the word "in writing" shall be replaced with words ", having the form of appendices to the Procedure and conditions of licensing" and the words "in the format determined by the Commission" shall be replaced with words "by means of the automated system posted on the official website of the Commission".

5. Exclude the Section IV.

With respect thereto to consider Chapter 5 the Section IV.

6. In Item 2 of the Section IV "legislation" to replace the word with the word "laws".

7. 1, 2 to Licensed conditions of carrying out professional activity in the security market - activities for management of mortgage covering to exclude appendices.

 

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