STOCK EXCHANGE ACT, 1995

• (a) the liquidator or receiver of the former authorised member firm shall, in addition to his duties and obligations in respect of the winding-up, be subject to the duties and obligations to which the former authorised member firm would be subject if it were an authorised member firm to which subsection (6) of this section relates and that subsection shall for the purposes of this section be construed accordingly,

• (b) the liquidator or receiver of the former authorised member firm shall also be subject to all rules and regulations of the relevant stock exchange and any conditions or requirements imposed under this Act as if the liquidator or receiver were an authorised member firm, and

• (c) notwithstanding paragraph (a) of this subsection, the Bank may, where authorisation is revoked and where the Bank considers it appropriate in the circumstances, remove, on giving notice in writing to the liquidator or receiver of the former authorised member firm, the duties and obligations imposed on the liquidator or receiver concerned to comply with paragraph (b) of subsection (6) of this section and may impose, in writing, on that liquidator or receiver such further duty or obligation as corresponds to that set out in paragraph (b) of that subsection.

• (8) The Bank shall publish notice of revocation of an authorisation of an authorised member firm in the Iris Oifigiúil within 28 days of such revocation.

• (9) A former authorised member firm shall cease to operate as a member firm and it shall be an offence for a former authorised member firm to operate as an authorised member firm.

• (10) Where the Bank gives a direction under subsection (6) of this section, it may apply to the Court on being satisfied that the direction has not been complied with and the Court may confirm, vary or set aside the direction on such terms and for such period as the Court thinks fit.

• (11) The Bank shall not exercise its powers under subsection (2) (j) of this section unless it has given an authorised member firm an opportunity to remove the director, manager or qualifying shareholder or otherwise deal with the concerns of the Bank in relation to the probity or competence of the person concerned within such period of time as the Bank may specify.

• (12) An application under this section may be heard otherwise than in public.

25 Register of member firms.

25.—(1) The Bank shall require that a register or registers of member firms of an approved stock exchange or approved stock exchanges (to be known and in this Act to be referred to as a “Register of member firms”) be kept by the approved stock exchange or stock exchanges in question at such premises as the Bank may direct.

• (2) A Register of member firms shall be open for inspection by any member of the public at all reasonable times on the payment of such fee as the Bank may specify or approve.

• (3) A copy of the said Register shall be published annually in such manner as the Bank directs showing the changes that have taken place during the preceding year.

• (4) A Register of member firms shall include the names and addresses of member firms and such other particulars as the Bank may direct from time to time.

26 Asset and liability ratios and structures of authorised member firms.

26.—(1) The Bank may impose a requirement on an authorised member firm to keep at all times a proportion of its assets in liquid form (in this section referred to as “liquid assets”) so as to enable the authorised member firm to meet its liabilities as they arise.

• (2) An authorised member firm may keep liquid assets in addition to those required for the purpose of complying with subsection (1) of this section.

• (3) For the purposes of complying with the requirements of the Bank under subsection (1) of this section, an authorised member firm shall have regard to the range and scale of its business and that of any relevant associated undertaking or related undertaking and the composition and character of its assets and liabilities and those of any such undertaking.

• (4) The Bank may, from time to time, impose a requirement on an authorised member firm to maintain—

• (a) a specified ratio, or

• (b) a ratio which does not exceed a specified ratio, or

• (c) a ratio which is not less than a specified ratio,

between its assets and its liabilities and the specified ratio may be expressed as a percentage of the assets or liabilities concerned.

• (5) A requirement of the Bank under this section may be expressed to apply to all or any of the following, namely—

• (a) all authorised member firms,

• (b) authorised member firms of a specified category or specified categories,

• (c) the total assets or total liabilities of the authorised member firm or authorised member firms concerned,

• (d) specified assets or assets of a specified kind,

• (e) specified liabilities or liabilities of a specified kind,

and shall have effect in accordance with the specified terms of the requirement.

• (6) A requirement under this section which is in force may be revoked by the Bank or may be amended by a subsequent requirement under the relevant subsection.

• (7) The Bank may, from time to time, specify, as respects an authorised member firm, requirements as to the composition of its assets and requirements as to the composition of its liabilities.

• (8) In determining, for the purposes of this section, the assets and liabilities of an authorised member firm with which another undertaking is associated or related, there shall be attributed to the authorised member firm, in a manner acceptable to or as may be specified by the Bank, the whole or part of the assets and liabilities of whatever description of the associated undertaking or related undertaking.

• (9) Any requirements imposed by the Bank under this section may include requirements imposed for the purposes of applying Council Directive 93/6/EEC of 15 March, 1993⁽¹⁾ or other relevant European Community Directives to the authorised member firm.

• (10) In this section—

• (a) “specified” means specified by the Bank under this section;

• (b) “liabilities” include such contingent liabilities as may be specified by the Bank from time to time for the purposes of this section;

• (c) “liquid assets” means assets specified as such for the purposes of this section by the Bank.

27 Maintenance of books and records by member firms.

27.—(1) (a) A member firm shall keep at an office or offices within the State such books and records (including books of accounts) as may be specified from time to time by the Bank and shall notify the Bank of the address of every office at which any such books or records are kept.

• (b) A person who contravenes paragraph (a) of this subsection shall be guilty of an offence.

• (2) The Bank may specify different books and records for the purposes of this section and in relation to different member firms or different classes of member firms.

• (3) Books and records to be kept pursuant to this section shall be—

• (a) in addition to any books or other records to be kept by or under any other enactment, and

• (b) retained for at least such period as the Bank may specify.

PART IV Regulation And Supervision of Stock Exchanges and Member Firms

28 General functions of Bank.

28.—(1) Subject to such guidelines in this regard, as may be issued from time to time by the Minister with the consent of the Minister for Enterprise and Employment in the interests of the proper and orderly regulation and supervision of stock exchanges and their member firms and the protection of investors, and notified to the Bank in writing and published in the Iris Oifigiúil, the Bank shall administer the system of regulation and supervision of approved stock exchanges and their member firms in accordance with the provisions of this Act in order to promote—

• (a) the maintenance of the proper and orderly regulation and supervision of approved stock exchanges and their member firms, and the orderly and proper regulation of financial markets, and

• (b) the protection of investors.

• (2) Where the Bank is of the opinion that it is necessary in the interests of assessing the capacity of a stock exchange or a member firm to engage in an activity for which it has sought approval or authorisation or for which it stands approved or authorised under section 10 or 21 of this Act, it may commission an independent assessment of the capacity of the proposed stock exchange or of the approved stock exchange or of the proposed member firm or of the authorised member firm.

• (3) Subject to subsection (4) of this section, the Minister may, after consulting with the Bank, prescribe the fee to be paid to the Bank by an approved stock exchange or member firm supervised by it under this Act and the Minister may prescribe different fees for different classes of approved stock exchanges or different classes of member firms.

• (4) Regulations under this section may provide for such incidental or related matters as are, in the opinion of the Minister, necessary to give effect to such fees and where the Minister proposes to prescribe a fee under subsection (3) of this section he shall—

• (a) notify the approved stock exchanges or authorised member firms of the class to which the proposed fee relates, of that proposed fee; and

• (b) consider any representations made to him within a reasonable period, being not less than two months after the date the notification was sent by him to each approved stock exchange or authorised member firm concerned, as he shall specify in the notification.

• (5) Notwithstanding any other provisions of this Act the Bank shall co-operate with the competent authorities in other Member States so that the responsibilities of each competent authority may be more effectively discharged.

• (6) Without prejudice to the generality of subsection (1) of this section or to the Bank's powers under sections 15, 27 and 56 of this Act, the Bank may carry out, at the request of another competent authority, verification that any member firm authorised by that competent authority is complying with the relevant regulatory requirements imposed by that competent authority or by the home Member State of such member firm.

29 Directions by Bank.

29.—(1) Without prejudice to the power of the Bank to impose conditions or requirements or both under this Act and, without prejudice to the Bank's powers under subsection (2) or (4) of this section, where the Bank considers it necessary to do so in the interests of the proper and orderly regulation of approved stock exchanges or their member firms or the protection of investors, the Bank is hereby empowered to give a direction to all or any of the following, namely—

• (a) any or all approved stock exchanges;

• (b) any or all proposed stock exchanges;

• (c) any or all former approved stock exchanges;

• (d) any or all proposed member firms;

• (e) any or all authorised member firms;

• (f) any or all former authorised member firms;

• (g) any or all member firms;

• (h) any or all stock exchanges;

• (i) directors and those responsible for the management of approved stock exchanges and authorised member firms;

in relation to any matter related to the operation of a stock exchange or any matter related to its member firms or any matter related to an acquiring transaction within the meaning of section 39 (2) of this Act.

• (2) Without prejudice to the Bank's powers under subsection (1) of this section and without prejudice to the powers of the Bank to impose conditions or requirements or both under this Act, where the Bank is of the opinion that it is necessary to do so in the interests of the proper and orderly regulation of approved stock exchanges and their member firms or for the protection of investors, or where an approved stock exchange or a member firm—

• (a) has become or is, in the opinion of the Bank, likely to become unable to meet its obligations to its creditors or its clients or both, or

• (b) is not maintaining or is, in the opinion of the Bank, unlikely to be in a position to maintain adequate capital resources having regard to the volume and nature of its business, or no longer complies with capital or other financial requirements specified by the Bank from time to time or both, or

• (c) has failed to comply with any condition or requirement imposed under this Act, and the circumstances are such that the Bank is of the opinion that the stability or soundness of an approved stock exchange or member firm is materially affected by this failure, or

• (d) is conducting business in such a manner as to jeopardise and prejudice monies or investment instruments held by or controlled by it on behalf of clients or the rights and interests of those clients,

then the Bank may give a direction in writing to the approved stock exchange concerned or the member firm concerned or both to suspend for such period not exceeding twelve months, as shall be specified in the direction, any or all of the following, that is to say—

• (i) the carrying on of the business of an approved stock exchange or of a member firm;

• (ii) the making of payments to which paragraph (i) of this subsection does not relate;

• (iii) the acquisition or disposal of any assets or liabilities;

• (iv) entering into transactions of any specified kind or entering into them except in specified circumstances or to a specified extent;

• (v) soliciting business from persons of a specified kind or otherwise than from such persons or in a specified country;

• (vi) carrying on business in a specified manner or otherwise than in a specified manner;

which have not been authorised by the Bank.

• (3) A direction under subsection (1) or (2) of this section may be given to a particular person or generally to all persons to whom those subsections apply or to a particular class of person or during a specified period of time or times, or by reference to any other matter which the Bank may consider appropriate.

• (4) The First Schedule to this Act shall apply as respects a direction by the Bank under this section.

• (5) Where the Bank gives a direction under this section, which said direction shall have immediate effect, the Bank may or, where the Bank is of the opinion that the said direction is not being complied with, the Bank shall apply to the Court in a summary manner for an order confirming the direction.

• (6) The Court may, on an application being made under subsection (5) of this section, hear evidence from creditors and the Court may make, in any application under this section, such interim or interlocutory order, if any, as it considers fit.

• (7) While a direction under this section is in force, no winding-up proceedings in relation to the approved stock exchange or authorised member firm or associated or related undertaking or, in the case of an authorised member firm or associated or related undertaking which is constituted as an unincorporated body of persons, no proceedings for an order of dissolution, may be commenced pr resolution for winding-up passed in relation to the approved stock exchange or authorised member firm or associated or related undertaking, and no receiver shall be appointed over the assets or over any part of the assets of the approved stock exchange or authorised member firm or associated or related undertaking and such assets shall not be attached, sequestered or otherwise distrained except with the prior sanction of the Court.

• (8) The Court may hear proceedings or part of proceedings under this section otherwise than in public.

• (9) A creditor who is affected by a direction under subsection (2) of this section may apply to the Court to vary or set aside that direction where it affects the interests of the creditor to a material degree.

30 Winding-up on application to Court.

30.—(1) Notwithstanding section 215 of the Companies Act, 1963, the Bank may, by presenting a petition, apply to the Court to have an approved stock exchange or former approved stock exchange or authorised member firm or former authorised member firm wound up on any of the following grounds, namely, that—

• (a) an approved stock exchange or former approved stock exchange or authorised member firm or former authorised member firm is or, in the opinion of the Bank, may be unable to meet its obligations to its clients or creditors;

• (b) the approval of the stock exchange or the authorisation of the member firm has been revoked and the former approved stock exchange or former authorised member firm has ceased to operate as a stock exchange or as a member firm respectively;

• (c) the Bank considers that it is in the interest of the proper and orderly regulation of approved stock exchanges and their member firms or is necessary for the protection of investors that the approved stock exchange or former approved stock exchange or the authorised member firm or former authorised member firm be wound up;

• (d) an approved stock exchange or a former approved stock exchange or an authorised member firm or a former authorised member firm has failed to comply with any direction given by the Bank under this Act.

• (2) Where the petition for the winding-up of an approved stock exchange or former approved stock exchange or an authorised member firm or former authorised member firm is presented by a person other than the Bank, a copy of the petition shall be served on the Bank which shall be entitled to be heard on the petition.

• (3) Where an approved stock exchange or former approved stock exchange or an authorised member firm or former authorised member firm is being wound up voluntarily and the Bank has reason tobelieve that any of the grounds set out in subsection (1) of this section applies, then, the Bank may apply to the Court to have that stock exchange or that member firm wound up by the Court.

• (4) Where an approved stock exchange or an authorised member firm or former approved stock exchange or former authorised member firm is being wound up and the Bank is not a creditor, any notice or document, by whatever name called, which is required to be sent to a creditor of the approved stock exchange or authorised member firm or former approved stock exchange or former authorised member firm shall be sent also to the Bank.

• (5) An officer of the Bank, or any other person, duly appointed in writing in that behalf by the Governor of the Bank or by an officer designated by the Governor of the Bank for the purpose of appointing persons under this section may attend any meeting of creditors of an approved stock exchange or authorised member firm or former approved stock exchange or former authorised member firm.

• (6)
• (a) The Governor of the Bank, or an officer designated by the Governor of the Bank for that purpose, may appoint in writing an officer of the Bank or any other person to be a member of any committee of inspection appointed under section 233 or 268 of the Companies Act, 1963, in respect of the approved stock exchange, authorised member firm or former approved stock exchange or former authorised member firm, and

• (b) a person duly appointed under paragraph (a) of this subsection shall neither be counted in computing the minimum or maximum numbers of members of such a committee prescribed under the Companies Acts, nor be removed from membership of the committee without the consent of the Bank.

• (7) The rules of Court relating to the winding-up of companies shall, pending the making of rules of Court for the purposes of this subsection, apply for such purposes with such adaptations as may be necessary.

• (8) In the case of an authorised member firm or a former authorised member firm which is constituted as an unincorporated body of persons, the Bank may apply by petition to the Court for a decree of dissolution and for that purpose, section 35 of the Partnership Act, 1890, shall extend to the Bank and shall apply as if the grounds specified at subsection (1) (a) to (d) of this section were incorporated therein.

31 Restrictions on advertising.

31.—(1) Any person who advertises or causes to be advertised the services of a stock exchange—

• (a) where that stock exchange, if established in Ireland, is not an approved stock exchange, or

• (b) if established in a state outside the State, is not a stock exchange permitted to carry out business in accordance with the procedures set out in that state for the approval of stock exchanges, if any,

shall be guilty of an offence.

• (2) Any person who advertises or causes to be advertised, or supplies, or offers to supply, investment services, or makes any other solicitation in respect of investment services, and who holds himself out to be a member firm where that person is not such a member firm shall be guilty of an offence.

• (3) Without prejudice to the generality of any section in this Act empowering the Bank to impose conditions or requirements or both, the Bank may impose conditions or requirements or both on an approved stock exchange or member firm or may set out rules or approve of rules in the rules of an approved stock exchange in respect of advertising by an approved stock exchange or member firm as the Bank considers necessary, in the interest of—

• (a) the orderly and proper regulation and supervision of an approved stock exchange or approved stock exchanges or a member firm or member firms; or

• (b) the protection of investors.

• (4) The Bank may impose a requirement on an approved stock exchange or its member firms or any or all of them to publish specified information or to display specified information at their premises.

• (5) The Minister may prescribe information to be displayed by an approved stock exchange or its member firms at their premises.

• (6)
• (a) If, with respect to any member firm, the Bank considers it expedient to do so, in the interest of the proper and orderly regulation of approved stock exchanges and their member firms or the protection of investors, it may give such member firm a direction in relation to the matter and form of any advertisement or other means of soliciting client money or investment instruments or business or in relation to the matter and form of any advertisement relating to any service provided or business being undertaken by the member firm, or to withdraw an advertisement or to cease advertising.

• (b) Without prejudice to the generality of paragraph (a) of this subsection, a direction under this section may do all or any of the following:

• (i) prohibit the issue by the member firm of advertisements of all descriptions or any specified description;

• (ii) require the member firm to modify advertisements of a specified description in a specified manner;

• (iii) prohibit the issue by the member firm of any advertisements which are, or are substantially, repetitions of a specified advertisement;

• (iv) require the member firm to withdraw any specified advertisement or any advertisement of a specified description, or

• (v) require the member firm to include specified information in any advertisement to be published by it or on its behalf or in any statement to the public to be made by it or on its behalf.

• (7) If, in contravention of the provisions of subsection (1) or (2) of this section or in contravention of a direction under this section, a person issues, or causes to be issued, an advertisement inviting persons to enter or offer to enter into an investment agreement or containing information calculated to lead directly or indirectly to persons doing so, then, subject to subsection (10) of this section—

• (a) he shall not be entitled to enforce any agreement to which the advertisement related and which was entered into after the issue of the advertisement; and

• (b) the other party shall be entitled to recover any money or other property or investment instruments paid or transferred by him under the agreement, together with compensation for any loss sustained by him as a result of having paid money or transferred property or investment instruments under the agreement.

• (8) If, in contravention of the provisions of subsection (1) or (2) of this section, or in contravention of a direction issued under this section, a person issues or causes to be issued an advertisement inviting persons to exercise any rights conferred by an investment or containing information calculated to lead directly or indirectly to persons doing so, then, subject to subsection (9) of this section—

• (a) he shall not be entitled to enforce any obligation to which a person is subject as a result of any exercise by him after the issue of the advertisement of any rights to which the advertisement related; and

• (b) that person shall be entitled to recover any money or other property or investment instruments paid or transferred by him under any such obligation, together with compensation for any loss sustained by him.

• (9) The compensation recoverable under subsection (7) or (8) of this section shall be such as the parties may agree or as the Court may, on the application of either party, determine.

• (10) The Court may allow any such agreement or obligation as is mentioned in subsection (7) or (8) of this section to be enforced or money or property or investment instruments paid or transferred under it to be retained if it is satisfied—

• (a) that the person against whom enforcement is sought or who is seeking to recover the money or property or investment instruments was not influenced, or not influenced to any material extent, by the advertisements in making his decision to enter into the agreement or as to the exercise of the rights in question; or

• (b) that the advertisement was not misleading as to the nature of the investment, the terms of the agreement or, as the case may be, the consequences of exercising the rights in question and that it fairly stated any risks involved in those matters.

• (11) Where a person elects not to perform an agreement or an obligation which by virtue of subsection (7) or (8) of this section is unenforceable against him or by virtue of either of those subsections recovers money paid or other property or investment instrumentstransferred by him under an agreement or obligation he shall repay any money and return any other property or investment instruments received by him under the agreement or, as the case may be, as a result of exercising the rights in question.

• (12) Where any property or investment instruments transferred under an agreement or obligation to which subsection (7) or (8) of this section applies has passed to a third party the references to that property or those investment instruments in this section shall be construed as references to the value of such property or investment instruments at the time of transfer under the agreement or obligation.

• (13) If an advertisement or other solicitation to which this section relates is published and it does not include the name and address of the person who arranged with the publisher for the advertisement or solicitation, the Bank may, at any time within the period of 12 months after any publication of the advertisement or solicitation, request the publisher to supply the name and address of that person to the Bank and the publisher shall forthwith comply with that request.

• (14) The Bank may—

• (a) direct a person to publish a correction of a misleading advertisement concerning services of approved stock exchanges, or member firms, or

• (b) direct a person to publish the correction of an advertisement which contravenes the provisions of this section, or

• (c) direct a person to publish the fact that an offence under this section has taken place and that a fine, if any, has been imposed, or

• (d) direct a person to publish the fact that a determination that there has been a breach of a condition or requirement under this section has been made under section 65 of this Act, or

• (e) publish an advertisement correcting any misleading aspects of advertisements, published by approved stock exchanges or member firms.

• (15) In this section—

“advertisement” includes every form of recommendation of any matter to which this section relates, including in particular the display or publication of any such matter by way of newspaper, leaflet, notice, circular, pamphlet, brochure, photograph, film, video, sound broadcasting, television, electronic communication or personal canvassing and references to the issue of advertisements shall be construed accordingly;

“established in Ireland” excludes any stock exchange which provides services electronically to Irish clients and whose head office or registered office is outside the State;

“specified” means specified in a direction under this section.

• (16) Any person who fails to comply with a direction or a prescription imposed under subsection (5), (6) or (14) of this section, or whofails to comply with a request of the Bank under subsection (13) of this section, shall be guilty of an offence.

32 Exemptions from restrictions on advertising.

32.—(1) Section 31 of this Act shall not apply to a class of advertisement specified from time to time by the Bank for the purpose of exempting from that section—

• (a) advertisements appearing to the Bank to have a private character, whether by reason of a connection between the person issuing them and those to whom they are issued or otherwise; or

• (b) advertisements appearing to the Bank to deal with investments only incidentally; or

• (c) advertisements issued to persons appearing to the Bank to be sufficiently expert to understand any risks involved.

• (2) An exemption under subsection (1) of this section shall be subject to such conditions as may be specified by the Bank when granting the exemption.

PART V Auditors

33 Appointment of auditor.

33.—(1) The Bank may impose a requirement in writing on any approved stock exchange or authorised member firm—

• (a) to notify the Bank at least 15 days—

• (i) before notices are sent to shareholders concerning the proposed appointment or reappointment of a person to the office of auditor of an approved stock exchange or authorised member firm for the purposes of the Companies Acts, or

• (ii) before the directors of an approved stock exchange or authorised member firm fill any casual vacancy in the office of auditor by virtue of section 160 (7) of the Companies Act, 1963,

of the name of the person to be so proposed, to be reappointed or to fill that vacancy,

• (b) to supply, within such period of time as the Bank shall state, such information as it may request concerning the person named for the purpose of paragraph (a) of this subsection.

• (2) Where the Bank is of the opinion that it would not be in the interest of investors or in the interest of the proper and orderly regulation of approved stock exchanges and their member firms, it may direct, as the circumstances require, that an approved stock exchange or an authorised member firm does not appoint or reappoint to the office of auditor, or that the directors do not fill a casual vacancy in the office with, a named person and the direction shall be complied with.

• (3) Where the Bank gives a direction under subsection (2) of this section that an approved stock exchange or authorised member firmshall not reappoint a person to the office of auditor, that person may apply to the Court for an order to set aside the direction of the Bank.

34 Duties of auditor.

34.—(1) An authorised member firm which is constituted as an unincorporated body of persons shall be required to appoint an auditor to audit and make a report on its accounts on an annual basis and a person shall not be qualified for appointment as an auditor of an authorised member firm which is constituted as an unincorporated body of persons unless he meets the requirements of, and is not excluded by, the provisions of the Companies Acts.

• (2) The Bank may set out requirements in respect of the accounts and audit of an authorised member firm which is constituted as an unincorporated body of persons including requirements which are analogous to those set out in the Companies Acts and may impose duties or obligations on the auditor or on the authorised member firm concerned.

• (3) If at any time an auditor of an approved stock exchange or of an authorised member firm and, in the case of paragraphs (e) and (f) of this subsection, an auditor of a member firm which is not an authorised member firm—

• (a) has reason to believe that there exist circumstances which are likely to affect to a material degree the ability of the approved stock exchange or the authorised member firm to fulfil its obligations to investors or clients or meet any of its financial obligations, or

• (b) has reason to believe there are material defects in the accounting records or systems of control of the business and records, or

• (c) has reason to believe that there are material inaccuracies in, or omissions from, any returns made by the said approved stock exchange or authorised member firm to the Bank, or

• (d) proposes to qualify any report or certificate which he is to provide in relation to the financial statements or returns of the said approved stock exchange or authorised member firm under the Companies Acts, or under this Act, or

• (e) has reason to believe that there are material defects in the system of any member firm for ensuring the safe custody of money of clients or investment instruments or has reason to believe that a member firm is not complying with client money requirements or rules or provisions of this Act, or

• (f) has reason to believe that a member firm has breached to a material degree the rules of an approved stock exchange of which it is a member firm, or

• (g) decides to resign or not to seek re-election as auditor,

he shall report the matter to the Bank in writing without delay.

• (4) The auditor of an approved stock exchange or member firm, if requested to do so by the Bank, shall furnish to the Bank a reportstating whether in his opinion and to the best of his knowledge the approved stock exchange or member firm has or has not complied with—

• (a) any condition or requirement set out or imposed under this Act in relation to financial resources, money of clients and investment instruments, accounting records and specified aspects of control systems or any or all of these,

• (b) any condition or requirement set out in or imposed under this Act,

and the Bank may specify that such a report be furnished to it in such form as it may specify either on an annual basis or on such other occasion as the Bank may specify or both.

• (5) Where the auditor of an approved stock exchange or member firm so requests, the Bank may provide to the auditor, in writing, details of any information of a financial nature concerning the said approved stock exchange or member firm as the auditor requests for the purpose of enabling him to comply with this Act.

• (6) An auditor of an approved stock exchange or member firm shall send to the approved stock exchange or member firm concerned a copy of any report made by him to the Bank under subsection (3) or (4) of this section.

• (7) An auditor of an approved stock exchange or authorised member firm shall communicate to the Bank any matters which come to the attention of the auditor and are such as to give the auditor reasonable cause to believe that the matter is or may be of material significance for determining either—

• (a) whether a person's competence is satisfactory having regard to the matters with which they would be concerned in relation to the business of an approved stock exchange or authorised member firm and their probity is such as to render them suitable to carry on the business of an approved stock exchange or authorised member firm; or

• (b) whether disciplinary action should be taken, or a direction given, by reason of a person's contravention of any provision of this Act, or any conditions or requirements, or both, or directions imposed by the Bank under this Act.

• (8)
• (a) Where the Bank is of the opinion that the exercise of its functions under this Act or the protection of investors or clients or the interest of the proper and orderly regulation of approved stock exchanges and their member firms so requires, it may require the auditor of an approved stock exchange or member firm to supply it with such information as it may specify in relation to the audit of the business of the said approved exchange or member firm and the auditor shall comply with the requirement.

• (b) The Bank may require that, in supplying information for the purposes of this subsection, the auditor shall act independently of the approved stock exchange or member firm.

• (9) No duty to which an auditor of an approved stock exchange or member firm may be subject shall be regarded as contravened and no liability to the approved stock exchange or member firm orto the shareholders, creditors, investors, clients or other interested parties of any approved stock exchange or member firm shall attach to the auditor by reason of his compliance with any obligation imposed on him by or under this section.

• (10) It shall be the duty of an auditor in preparing a report under this section to carry out such investigations as will enable him to form an opinion as to whether—

• (a) the approved stock exchange or authorised member firm has kept proper accounting records;

• (b) the approved stock exchange or authorised member firm has maintained satisfactory systems of control of its business and records and systems of inspection and report thereon; and

• (c) the approved stock exchange or authorised member firm has complied with rules or requirements relating to client money and investment instruments referred to in section 52 of this Act and with the provisions of sections 52 (3) and 52 (4) of this Act;

and where an auditor is of the opinion that the approved stock exchange or authorised member firm has failed to keep proper accounting records or to maintain a satisfactory system of control of its business or records or to comply with rules or requirements relating to client money and investment instruments referred to in paragraph (c) of this subsection and with the provisions of sections 52 (3) and 52 (4) of this Act he shall so state in his report.

• (11) An auditor of an approved stock exchange or authorised member firm shall have a right of access at all reasonable times to the books, accounts, records and vouchers of the approved stock exchange or authorised member firm and to all other documents relating to its affairs (including documents and records relating to clients' money and investment instruments), and shall be entitled to require from the officers, directors, managers and employees of the said approved stock exchange or authorised member firm such information and explanations as are within their knowledge or can be procured by them as he thinks necessary for the performance of the duties of auditor.

• (12) Subject to subsection (15) of this section, where an approved stock exchange or authorised member firm has a related undertaking or associated undertaking, then—

• (a) if the associated undertaking or related undertaking is a body incorporated in the State, it shall be the duty of the associated undertaking or related undertaking and its auditors to give to the auditors of the approved stock exchange or authorised member firm, as the case may be, such information and explanation and such access to documents as those auditors may reasonably require for the purpose of their duties as auditors of the approved stock exchange or authorised member firm concerned; and

• (b) in any other case, it shall be the duty of the approved stock exchange or authorised member firm, if required by its auditors to do so, to take all such steps as are reasonably open to it to obtain from the related undertaking orassociated undertaking such information and explanation and such access as are mentioned in paragraph (a) of this subsection.

• (13) The Bank may set out requirements in respect of the audit of approved stock exchanges or authorised member firms and such requirements may relate to the communication of specified matters to the Bank which may include matters relating to an associated undertaking or related undertaking.

• (14) Any report requested by the Bank under this section shall be prepared at the expense of the approved stock exchange or member firm concerned and shall be carried out and made within such time as may be specified by the Bank or within such further time as the Bank may allow.

• (15) An associated undertaking or a related undertaking may apply to the Court for an order prohibiting the auditor of an approved stock exchange or authorised member firm from requesting particular information or classes of information under this section from that associated undertaking or related undertaking on the basis that it is unreasonable and unnecessary for the auditor to request that information.

35 False statements to auditors.

35.—(1) An officer or employee of an approved stock exchange or authorised member firm or of an associated undertaking or related undertaking who knowingly or recklessly makes a statement to which this section applies that is misleading, false or deceptive in a material particular shall be guilty of an offence.

• (2) This section applies to any statement made to the auditors of an approved stock exchange or authorised member firm (whether orally or in writing) which conveys, or purports to convey, any information or explanation which they require under this Act, or are entitled so to require, as auditors of the approved stock exchange or authorised member firm.

• (3) An officer or employee of an approved stock exchange or an authorised member firm or an associated undertaking or related undertaking who fails to provide to the auditors of the approved stock exchange or authorised member firm, within such period of time as the auditor, after consultation with the Bank, may specify, being not less than two days (not including a Saturday, a Sunday or a public holiday) from the making of the relevant inquiry, any information or explanations that the auditors require as auditors of the approved stock exchange or authorised member firm and that is within the knowledge of or can be procured by the officer or employee shall be guilty of an offence.

• (4) In a prosecution for an offence under this section, it shall be a defence for the defendant to show that it was not reasonably possible for him to comply with the requirements under subsection (3) of this section to which the offence relates within the time specified in that subsection but that he complied therewith as soon as was reasonably possible after the expiration of such time.

• (5) In this section “officer”, in relation to an associated undertaking or related undertaking of an approved stock exchange or authorised member firm, includes an auditor.

PART VI Miscellaneous

36 Power to require a second audit.

36.—(1) If, on the basis of the information obtained through the first audit, the Bank has a real and substantial concern about the audited accounts of an approved stock exchange or an authorised member firm, it may direct the approved stock exchange or authorised member firm to submit for examination by a person appointed by the Governor of the Bank or by such other person designated by the Governor for the purpose of appointing persons (including an auditor) any or all of the following, namely—

• (a) any accounts on which the auditor of that approved stock exchange or authorised member firm has reported or any information which has been verified by that auditor,

• (b) any information as is specified in the direction,

and the person making the examination shall report his conclusions to the Bank.

• (2) The person carrying out an examination under this section shall have all the powers that are available to an auditor under this Act and under the Companies Acts and it shall be the duty of the auditor of an approved stock exchange or authorised member firm to afford him all such assistance as he may require.

• (3) Where a report made under this section relates to accounts which under any enactment are required to be sent to, or made available for inspection by, any person or to be delivered for registration, the report, or any part of it (or a note that such a report has been made) may be similarly sent, made available or delivered by the Bank.

• (4) An officer or employee of an approved stock exchange or authorised member firm or of an associated or related undertaking who knowingly or recklessly makes a statement to a person appointed under this section that is false or misleading or deceptive in a material particular shall be guilty of an offence.

• (5) If any officer, employee, shareholder or agent of the approved stock exchange or authorised member firm or associated undertaking or related undertaking refuses to produce to the person appointed under this section any book or document which it is his duty under this section to produce, refuses to attend before the person appointed under this section when required to do so, or refuses to answer any question put to him by the person appointed under this section with respect to the affairs of the approved stock exchange or authorised member firm or associated undertaking or related undertaking, the person appointed under this section may certify the refusal under his hand to the Court and the Court may thereupon inquire into the case and, after hearing any witnesses who may be produced against or on behalf of the officer, employee, shareholder or agent of the approved stock exchange or authorised member firm or associated undertaking or related undertaking and any statement which may be offered in defence, make any order or direction as it thinks fit including a direction to the person concerned to attend or re-attend before the person appointed under this section or produce particular books or documents or answer a particular question put to him by the person appointed under this section, or a direction that the person concernedneed not produce a particular book or document or answer a particular question put to him by the person appointed under this section.

• (6) The expenses of and incidental to an examination under this section may be paid in the first instance by the Bank.

37 Employment of disqualified person.

37.—(1) (a) If the Bank becomes aware that the probity of any officer or employee of an approved stock exchange or authorised member firm is such so as to render him unsuitable to act as an officer or employee of an approved stock exchange or authorised member firm, the Bank may, on notice to the person concerned and on notice to the approved stock exchange or authorised member firm concerned, apply to the Court to issue a direction to direct the approved stock exchange or authorised member firm concerned to have the officer concerned removed or to dismiss the employee concerned from their employment.

• (b) If the Bank becomes aware that any officer or employee of an approved stock exchange or authorised member firm is not competent in respect of matters of the kind with which he would be concerned as an officer or employee of an approved stock exchange or an authorised member firm, the Bank may, on notice to the person concerned and on notice to the approved stock exchange or authorised member firm, apply to the Court to issue a direction to direct the approved stock exchange or authorised member firm concerned to have the officer concerned removed, or suspended for a specified period of time, or to dismiss the employee concerned from their employment or to remove that employee from a particular area of their employment.

(2). The Court may make such interim or interlocutory orders as it considers necessary under this section.

• (3) Subject to subsection (5) of this section, a person who is the subject of a direction under subsection (1) of this section may not, without the written consent of the Bank, be employed in any capacity in connection with an approved stock exchange or authorised member firm or any other entity which the Bank supervises or regulates as part of its statutory functions.

(4). A direction under this section (to be known and in this section referred to as “a disqualification direction”) shall specify the date on which it is to take effect and a copy of it shall be served on the person to whom it relates.

• (5) The Bank may consent to the employment of a person who is the subject of a disqualification direction and such consent may—

• (a) relate to employment with any entity which the Bank supervises or regulates as part of its statutory functions generally or to employment of a particular kind,

• (b) be given subject to conditions or requirements or both, and

• (c) be varied by the Bank from time to time.

• (6) Any person who accepts or continues in any employment in contravention of a disqualification direction shall be guilty of an offence.

• (7) An approved stock exchange or an authorised member firm or any entity supervised or regulated by the Bank under this Act or any other enactment shall take reasonable care not to employ or continue to employ a person in contravention of a disqualification direction.

• (8) A person who is the subject of a disqualification direction may apply to the Court to revoke that direction at any time.

• (9) The Bank may apply to the Court to revoke a disqualification direction at any time.

• (10) Where the Bank refuses consent under subsection (5) of this section, the person who is the subject of a disqualification direction may appeal to the Court against that decision and the Court may make such order as it considers necessary including making an interim or interlocutory order.

38 Codes of conduct.

38.—(1) Subject to subsection (2) of this section, the Bank shall draw up and issue a code of conduct for approved stock exchanges or member firms or both which shall include provisions which seek to ensure that a member firm—

• (a) acts honestly and fairly in conducting its business activities in the best interests of its clients and the integrity of the market,

• (b) acts with due skill, care and diligence, in the best interests of its clients and the integrity of the market,

• (c) has and employs effectively the resources and procedures that are necessary for the proper performance of its business activities,

• (d) seeks from its clients information regarding their financial situations, investment experience and objectives as regards the services requested,

• (e) makes adequate disclosure of relevant material information in its dealings with its clients,

• (f) makes a reasonable effort to avoid conflicts of interests and, when they cannot be avoided, ensures that its clients are fairly treated, and

• (g) complies with all regulatory requirements applicable to the conduct of its business activities so as to promote the best interests of its clients and the integrity of the market,

and the Bank may impose conditions or requirements on a member firm in respect of compliance with the provisions of such a code of conduct.

• (2) Subsection (1) of this section shall not apply where an approved stock exchange has drawn up and maintains in force rules of conduct in respect of matters referred to in paragraphs (a) to (g) of that subsection.

• (3) The code of conduct or rules of conduct or both, referred to in subsections (1) and (2) of this section, may be applied in such a way or to such an extent as to take account of the status or experience of the person for whom the services are provided.

• (4) The code of conduct or rules of conduct or both, referred to in subsections (1) and (2) of this section, may include criteria for distinguishing between different categories of investor for the purposes of this section.

39 Acquiring transactions.

39.—(1) In this Part, “acquiring transaction” shall be construed in accordance with subsection (2) of this section and “disposal” shall be construed in accordance with subsection (3) of this section.

• (2) In this Part “acquiring transaction” means any direct or indirect acquisition by a person or more than one person acting in concert of shares or other interest in an approved stock exchange or authorised member firm, provided that, after the proposed acquisition—

• (a) the proportion of voting rights or capital held by the person or persons making the acquiring transaction would exceed a qualifying holding, or

• (b) the proportion of voting rights or capital held by the person or persons making the acquiring transaction would reach or exceed 20 per cent., 33 per cent. or 50 per cent., or

• (c) the approved stock exchange or authorised member firm would become a subsidiary of the acquirer.

• (3) In this Part “disposal” means any direct or indirect disposal by a person or more than one person acting in concert of a qualifying holding or a disposal which would reduce such a qualifying holding so that the proportion of the voting rights or of the capital held by the person or persons would fall below 20 per cent., 33 per cent. or 50 per cent. or so that the approved stock exchange or authorised member firm would cease to be its subsidiary.

40 Notification of certain transactions.

40.—(1) Any person who proposes to make an acquiring transaction shall notify the Bank in writing of the proposal as soon as may be and such notification shall include such information concerning the proposed acquiring transaction as may be specified by the Bank from time to time.

• (2) Any person who proposes to make a disposal shall notify the Bank in writing of the proposal as soon as may be and such notification shall include such information concerning the proposed disposal as may be specified by the Bank from time to time.

• (3) On becoming aware of any proposals of the type referred to in subsection (1) or (2) of this section, the authorised member firm or approved stock exchange concerned shall inform the Bank of such proposed acquiring transactions or disposals that cause holdings to exceed or fall below a qualifying holding or 20 per cent., 33 per cent. or 50 per cent. of the capital held or voting rights, or that cause theapproved stock exchange or authorised member firm to become, or cease to be, a subsidiary.

• (4) Where, having received a notification under this section, the Bank is of the opinion that in order to consider, for the purposes of this section, a proposed acquiring transaction, it requires further information, it may, within one month of the date of receipt by it of a notification, request such further information in writing from any one or more of the undertakings concerned.

• (5) The Bank may approve of, or approve of subject to conditions or requirements or both, or may refuse to approve of an acquiring transaction.

41 Approval of acquiring transactions.

41.—An acquiring transaction shall not proceed until the Bank has informed the authorised member firm or approved stock exchange and the party making the acquiring transaction in writing that it approves of the acquiring transaction or until three months have elapsed during which the Bank has not refused to approve of the acquiring transaction, whichever first occurs, such period beginning on the date on which the Bank first receives a notification under section 40 of this Act, or, where the Bank requests further information from the person or persons concerned under section 40 (4) of this Act, the date of receipt by the Bank of such information.

42 Period for implementing acquiring transactions.

42.—Where the Bank approves of an acquiring transaction, it may specify in writing a period for the implementation of that transaction.

43 Imposition by Bank of conditions or requirements in respect of proposed acquiring transactions.

43.—(1) An approval given by the Bank to a proposed acquiring transaction shall be subject to such conditions or requirements or both as the Bank may impose (being conditions or requirements which in the opinion of the Bank are necessary for the orderly and proper regulation of approved stock exchanges and authorised member firms).

• (2) The Bank may, at any time, amend or revoke such conditions or requirements or both referred to in subsection (1) of this section.

44 Limitation on validity of certain acquiring transactions.

44.—Subject to section 42 of this Act, an acquiring transaction shall only be valid if it is entered into—

• (a) within 12 months of the Bank giving its approval in writing to the transaction, or

• (b) within 12 months of the end of the three month period referred to in section 41 of this Act,

and, accordingly, any purported acquiring transaction which does not comply with either paragraph (a) or (b) of this section shall be invalid and—

• (i) title to any shares or other interest shall not pass, and

• (ii) any consequential purported exercise of powers relating to such shares or other interest shall be invalid.

45 Refusal by Bank to approve acquiring transactions.

45.—(1) The Bank shall refuse to approve an acquiring transaction where it is not satisfied as to the suitability of the person proposing the acquiring transaction or where the Bank considers thatthe acquiring transaction is likely to be prejudicial to the sound and prudent management of the approved stock exchange or authorised member firm or the proper regulation of the approved stock exchange or authorised member firm or both.

• (2) Where the Bank refuses to approve an acquiring transaction or where the Bank becomes aware of a proposed acquiring transaction of which it has not been notified under section 40 of this Act, the Bank may issue a direction under section 29 of this Act to the directors and those responsible for the management of the approved stock exchange or authorised member firm concerned.

46 Appeals to Court.

46.—(1) Where the Bank informs a person making an acquiring transaction in accordance with section 40 of this Act that it—

• (a) refuses to give its approval to that transaction, or

• (b) gives its approval subject to conditions or requirements,

an appeal may be made by that person to the Court against the refusal or the conditions or requirements attached to the approval, as the case may be, within one month of that refusal or approval being so communicated.

• (2) Where the Court allows the appeal, it shall direct the Bank to make a decision in accordance with the determination of the Court and the Bank shall make its decision within the period of three months beginning on the date of the determination of the Court.

• (3) Where the Court is satisfied, because of the nature or the circumstances of the case or otherwise in the interests of justice, that it is desirable, the whole or any part of proceedings under this section may be heard otherwise than in public.

47 Inquiries by Bank into acquiring transactions.

47.—(1) The Bank may carry out such inquiries and obtain such information as it considers necessary to enable it to consider a proposed acquiring transaction.

• (2) Any person who wilfully or knowingly obstructs or prevents inquiries by the Bank under this section or knowingly or recklessly provides false or misleading information shall be guilty of an offence.

48 Obligation to inform Bank of shareholdings, etc.

48.—(1) At least once in each year, approved stock exchanges and authorised member firms shall inform the Bank of the names of direct shareholders and members possessing qualifying holdings and the sizes of such holdings.

• (2) At least once in each year, approved stock exchanges and authorised member firms, having made best efforts to ascertain the identity of all indirect shareholders and members possessing qualifying holdings, shall inform the Bank of the names of such persons.

49 Other enactments relating to acquiring transactions.

49.—(1) Nothing in any other enactment shall be construed as relieving an approved stock exchange or an authorised member firm or other person of any of its obligations to comply with subsections (1), (2) and (3) of section 40 of this Act.

• (2) An order under section 201 or 203 of the Companies Act, 1963, in respect of a proposed amalgamation (being an acquiring transaction) shall not be made until the Bank has given its approval to the acquiring transaction or the period referred to in section 41 has elapsed without the Bank having given or refused to give approval.

50 Amendment of section 16 of Central Bank Act, 1989.

50.—Section 16 of the Central Bank Act, 1989, is hereby amended by—

• (a) the substitution in subsection (1) of “unless such disclosure is to enable the Bank to carry out its statutory functions” for “unless such disclosure is to enable the Bank to carry out its functions under the Central Bank Acts, 1942 to 1989 or under any enactment amending those Acts” and the subsection as so amended is set out in the Table to this section;

• (b) the substitution for subsection (2) (e) of the following paragraph:

• “(e) made to an authority in a jurisdiction other than that of the State duly authorised to exercise functions similar to any one or more of the statutory functions of the Bank and which has obligations in respect of non-disclosure of information similar to the obligations imposed on the Bank under this section.”;

• (c) the insertion in subsection (2) of the following paragraphs:

• “(h) made to any approved stock exchange (within the meaning of the Stock Exchange Act, 1995) in respect of member firms of that stock exchange for the purpose of monitoring compliance by member firms with stock exchange rules or with conditions or requirements imposed by the Bank or both, or where the Bank considers it necessary to do so either for the proper and orderly regulation of stock exchanges and their member firms, or for the protection of investors, or both,

• (i) made to a financial futures and options exchange within the meaning of section 97 of this Act whose rules have been approved by the Bank under Chapter VIII of this Act for the purpose of monitoring compliance by the members of that exchange with the rules or with conditions or requirements imposed by the Bank, or both, or where the Bank considers it necessary to do so for the proper and orderly regulation of such futures and options exchanges and their members,

• (j) made to a Committee appointed under section 65 of the Stock Exchange Act, 1995,

• (k) made to an inspector appointed under section 57 of the Stock Exchange Act, 1995,

• (l) made to any body which is a competent authority for the purpose of Council Directive 93/22/EEC of 10 May, 1993⁽¹⁾ or Council Directive 93/6/EEC of 15 March, 1993^(1),”;

• (d) the insertion of the following subsection:

• “(6) In this section, ‘statutory functions’ has the meaning assigned to it by section 3 of the Stock Exchange Act, 1995.”.

TABLE

• (1) A person, who at the commencement of this section is, or at any time thereafter is appointed. Governor or a Director, officer or servant of the Bank or who is employed by the Bank in any other capacity, shall not disclose, during his term of office or employment or at any time thereafter, any information concerning—

• (a) the business of any person or body (whether corporate or unincorporate) which came to his knowledge by virtue of his office or employment, or

• (b) the Bank's activities in respect of the protection of the integrity of the currency or the control of credit,

unless such disclosure is to enable the Bank to carry out its statutory functions.

51 Investor compensation.

51.—A member firm shall not engage in business with clients and investors unless, and in accordance with any procedures to be set out in the rules of an approved stock exchange, it informs clients and investors of—

• (a) whether or not there is a compensation fund or protection of comparable form, and

• (b) the nature and level of protection, if any, available from any such fund.

52 Client money and investment instruments.

52.—(1) The Bank may, from time to time, impose requirements or may approve of rules in the rules of an approved stock exchange, or both, with respect to clients' money and clients' investment instruments, and such requirements or rules (in this Act referred to as “client money requirements”) may include conditions under which member firms may hold money or investment instruments, or both, for clients.

• (2) Without prejudice to the generality of subsection (1) of this section, client money requirements may include requirements or rules in relation to—

• (a) the category or categories of member firm to which such requirements or rules apply;

• (b) the type or types of accounts to be opened and kept by a member firm arising from its business as a member firm;

• (c) the rights, duties and responsibilities of a member firm in relation to money and investment instruments received, held, controlled or paid by it arising from its business as a member firm, including the lodgement to and withdrawal from a client account of client money and client investment instruments;

• (d) the acknowledgements or statements to be issued by a member firm in respect of client money and client investment instruments received, held, controlled or paid by it arising from its business as a member firm;

• (e) the circumstances in which money other than client money ay be paid into accounts containing client money and the circumstances in which, and the persons to whom, money held in such accounts may be paid out;

• (f) the safekeeping of client investment instruments and documents of title relating to such investment instruments;

• (g) the use of nominee companies by member firms;

• (h) client entitlements, including the treatment or retention of interest, income or profit arising from any client money or investment instrument or documents of title in such cases as may be specified;

• (i) the extent to which such client money requirements apply to associated and related undertakings.

• (3) Without prejudice to the generality of subsection (1) of this section and notwithstanding the provisions of subsection (2) of this section, an authorised member firm shall—

• (a) designate all accounts containing money entrusted to it or received by it for or on account of a client a “Section 52 account” in all financial records maintained by it,

• (b) hold client money in an account or accounts with an institution or type of institution as may be specified by the Bank from time to time,

• (c) keep at an office or offices within the State such books and records (including books of accounts) in respect of client money and client investment instruments as may be specified from time to time by the Bank and notify the Bank of the address of every office at which any such books or records are kept,

• (d) ensure that any books or records required under this section are examined, at such intervals as may be specified by the Bank, by an auditor who shall report to the Bank and state whether in his opinion the provisions of the client money requirements imposed or rules approved under subsection (1) of this section and the provisions of this subsection have been complied with and on such other matters as may be specified in the client money requirements imposed under subsection (1) of this section,

and an authorised member firm which does not comply with the provisions of paragraph (a) or (c) of this subsection or which does not ensure that books and records kept in respect of client money and client investment instruments are examined by an auditor at such intervals as shall be specified by the Bank or which knowingly holds client money in an account or accounts with an institution other than an institution or type of institution as may be specified by the Bank from time to time, shall be guilty of an offence.

• (4)
• (a) The Bank may specify different books and records for the purposes of this section and in relation to different member firms or different classes of member firms.

• (b) Books and records to be kept pursuant to this section shall be—

• (i) in addition to any books or other records to be kept by or under any other section of this Act or any other enactment, and

• (ii) retained for at least such period as the Bank may specify.