The International Stock Exchange Authority Limited
The Authority is licensed by the Guernsey Financial Services Commission to operate an investment exchange under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended).
The Authority is responsible for the listing of securities on the Exchange and the supervision of Members of the Exchange. The Authority establishes, supervises and enforces Listing Rules and Membership Rules (including Trading and Settlement Rules) which regulate the conduct of the Exchange’s issuers, Members and marketplace. The Board of the Authority has adopted a ‘purpose’ and ‘mission’ to provide a framework for the Authority’s role as a self-regulatory organisation whilst upholding the Group’s values and respecting the Group’s risk appetite in doing so.
Purpose: To provide a well-regulated listing and trading venue for issuers of global securities and their investors, thus promoting responsible economic growth.
Mission: To constantly add value for all our stakeholders by providing a secure and high-quality service across a trusted, cost-effective and efficient marketplace.
The Board of Directors of TISEA
The Board sets the strategic and operational objectives for the Authority and oversees the delivery of the Authority’s regulatory and supervisory functions. The Board comprises one independent non-executive director (the Chair) and two executive directors. The Board takes decisions collaboratively and there is collective responsibility for achieving success.
The Board, together with the board of the parent company, has established four Group committees to oversee specific areas and activities: Audit Committee, Nominations Committee, Remuneration Committee and Risk Committee. Each of the committees has terms of reference detailing their roles and responsibilities and these are reviewed by the Board annually.
The Board is represented on each of these committees by at least one non-executive director and the committees provide regular reporting to the Board on their activities. Whilst these committees may provide advice and make recommendations to the Board in respect of any areas within their remit, it remains the responsibility of the Board to agree and approve any action required.
Further information about the Group Committees and their membership is included in the parent company’s corporate governance statement, which can be viewed here.
The Board has established four committees to support the operation of the Authority’s regulatory and supervisory functions: Listing and Membership Committee, Disciplinary Committee, Appeals Committee and Rules Committee.
Each of the committees has terms of reference detailing their roles and responsibilities and these are reviewed by the Board annually. Further information about these Committees is included in the Listing Rules and Membership Rules.
Listing and Membership Committee
The Listing and Membership Committee is the principal forum through which the Authority’s regulatory and supervisory functions are discharged. The Committee’s responsibilities include:
- operating and regulating the Exchange;
- suitability and approval of applications for listing;
- suspension or cancellation of a listing;
- suitability and approval of applications for admission to or resignation as a Member of the Exchange;
- Members’ compliance with their obligations; and
- interpreting, applying and enforcing the Listing Rules and Membership Rules.
The Listing and Membership Committee meets daily to consider listing applications. The Committee’s membership comprises members of the Authority’s Board and management.
Members may be referred to the Disciplinary Committee by the Listing and Membership Committee. Upon the conclusion of the disciplinary hearing, the Disciplinary Committee may exercise any of the powers delegated to it. Decisions of the Disciplinary Committee are subject to the appeals procedure.
The Listing Rules and Membership Rules prescribe that certain final decisions of the Listing and Membership Committee or Disciplinary Committee may be appealed. On hearing an appeal, the Appeals Committee may uphold, reverse or vary the Listing and Membership Committee’s or Disciplinary Committee’s earlier decision.
The Rules Committee reviews proposed amendments to the Listing Rules and Membership Rules to ensure that they remain current and effective. Upon the request of the Board, subject matter experts from the Exchange’s Members and the public and private sectors are invited to share their knowledge and expertise with the Committee.