Law 10 of 2009 Regulating Non-banking Financial Markets and Instruments In the name of the people, The President of the Republic: The People's Assembly has approved the following law which we hereby issued: Chapter I Establishment of the Egyptian Financial Supervisory Authority and its Mandates (Article I) A public Authority, having a public juridical personality and reporting to the competent Minister, shall be established to supervise non-banking financial markets and instruments. It shall be named The Egyptian Financial Supervisory Authority and shall be referred to, in the course of enforcing the provisions of this Law, as the Authority. The Statute of the Authority shall be issued by a Presidential Decree upon the approval of the Cabinet. The competent Minister to be in charge of enforcing the provisions of this Law shall be determined by a Presidential decree. The Statute shall specify the premises of the Authority. The competent Minister may, pursuant to the approval of the Authority Board of Directors, establish other branches and representative offices of the Authority. (Article II) The Authority shall supervise the Non-banking Financial Markets and Instruments including Capital Markets, Derivative markets on Financials and Commodities, Insurance activities, Mortgage Finance, Financial Leasing, Factoring and Securitization. (Article III) The Authority shall replace the Egyptian Insurance Supervisory Authority, the Capital Market Authority, and the Mortgage Finance Authority in enforcing the provisions of the Insurance Supervision and Control Law no.10 of 1981, the Capital Market Law no.95 of 1992, the Depository and Central Registry Law no.93 of 2000, the Mortgage Finance Law no.148 of 2001, as well as any other related laws and decrees that are part of the mandates of the above authorities. The Authority shall be considered the competent administrative body entitled to enforce the financial leasing provisions promulgated by Law no.95 of 1995. (Article IV) The Authority shall maintain the safety, stability, organization and development of nonbanking financial markets, and balance the market dealers' rights. In addition, the 1
Authority shall provide means and systems, and issue rules and regulations to guarantee the efficiency of non-banking financial markets and ensure transparency of activities undertaken. The Authority, in pursuit of achieving the purposes for which it has been established, shall in particular: 1- License non-banking financial activities. 2- Inspect entities licensed to operate in non-banking financial activities. 3- Oversee the provision and publication of non-banking financial markets-related information. 4-.Ensure transparency and competitiveness in rendering non-banking financial services through the proper control of non-banking financial markets. 5- Protect non-banking market dealers' rights and take necessary measures to minimize market manipulations and fraud, taking into heed the potential commercial risks of dealing in these markets. 6- Supervise training of non-banking market staffs and enhance their efficiency. 7- Communicate and cooperate with other non-banking regulatory bodies abroad and the associations and organizations that gather them and regulate their work. 8- Contribute to disseminating financial investment culture and awareness. Chapter II - Authority Management and Resources (Article V) The Authority shall have a Board of Directors chaired by the Authority Chairman with the membership of two Vice-Chairmen, one deputy Governor of the Central Bank of Egypt, to be elected by the CBE Governor, and five members with sufficient experience and knowledge in the economic, financial and legal fields. Any of the two vice-chairmen shall replace the Authority Chairman in the event of the latter's absence or existence of anything that prevents him from being there. The Chairman of the Board shall represent the Authority before judicial bodies and any third parties. The Prime Minister shall issue a decree upon recommendation of the Competent Minister appointing the Authority Chairman, Vice-chairmen and other Board members. The decree shall indicate the financial remuneration of the Chairman, Vice-chairmen as well as the remunerations of the other Board members. The Board duration shall be four years subject to renewal. (Article VI) The Authority Board of Directors shall be the supreme authority governing and managing all Authority s affairs, establishing and executing such policies necessary for accomplishing the Authority s goals and objectives. The Board shall have the authority to take final decisions it deems necessary to accomplish the Authority s mandates without the need for approval of a higher administrative entity. And in particular it shall: 2
1. Set the Authority general strategy and executive policies and supervise the implementation thereof. 2. Issue the executive rules to organize and license practice of activities the Authority is authorized to supervise. 3. Set the rules for inspection and surveillance over entities and individuals subject to the Authority's control. 4. Determine the charges of the services rendered by the Authority. 5. Approve the Authority Organization Chart, Financial and Administrative Regulations and the Personnel Affairs without being restricted by the laws and regulations applicable to public and government organizations in this respect. 6. Define the criteria that govern retaining the services of local and foreign experts that would help the Authority perform its functions. 7. Approve the Authority Estimated Budget and Final Accounts. 8. Provide consultation regarding all draft laws and decisions related to activities regulated by this Law. (Article VII) The Authority resources shall consist of: A) Money and Assets the state allocates for the Authority. B) Fees and charges collected by the Authority as stipulated by the Law. C) The Service charges as determined by the Authority Board of Directors. D) Penalties that courts decide or that are paid as per the Law. E) Foreign and domestic loans and grants approved by the Authority Board of Directors provided the same are approved by the legally competent authority. F) The Authority revenues returns on investment.. The Authority shall have an independent budget and its fiscal year shall start and end with the fiscal year of the State. The Authority shall have its own accounts where it deposits its resources. The balance of these accounts shall be carried forward from one year to another. (Article VIII) The assets of the Capital Market Authority, the Egyptian Insurance Supervisory Authority, and the Mortgage Finance Authority shall inure to the Authority. Likewise, the Authority shall undertake all their liabilities and shall replace them as far as their legal positions on the date the law hereto is enacted. The Competent Minister shall issue the executive decrees necessary for enforcing the provisions of this article. (Article IX) The staff members of the Capital Market Authority, the Egyptian Insurance Supervisory Authority, and the Mortgage Finance Authority shall be transferred to the Authority and shall enjoy the best status and benefits the staff members of any of the three authorities used to enjoy. 3
Chapter III - Arbitration and Training (Article X) Subject to a Presidential Decree, there shall be established a center for arbitration and settlement of disputes arising from the application of the provisions of non-banking transactions laws. The parties to any dispute may recourse to the Center if they agree to settle that dispute through arbitration, either initially or at a later stage subject to the provisions of the Egyptian laws regulating arbitration and dispute settlement. The bylaws of the Arbitration and Dispute Settlement center, its governing rules, regulations, and fees are determined by a ministerial decree to be issued by the Competent Minister. (Article XI) An institute, under the Authority control, to be named the Financial Services Institute shall be established and shall have an independent legal personality and a separate budget. The institute shall endeavor to enhance the skills of the employees involved in the non-banking financial services, in order to cope with the international development, and establish the proper professional practices. The Institute shall in particular: 1..Prepare studies and researches and provides data, information and statistics related to the non-banking financial sector. 2. Disseminate financial and investment culture and awareness and introduce the latest international practices in the field of non-banking financial services. (Article XII) The Statute of the Institute shall be issued by a Presidential decree subject to the Cabinet's approval and shall include: 1. The tasks and mandates, 2. The manner in which the Institute's Board of Directors shall be formed, together with its mandates and procedures that shall be followed to call for Board meetings and the manner in which it shall operate. 3. Criteria to select experts, trainers, technical staff, researchers, and personnel. 4. Financial and administrative rules of the Institute without being restricted to the regulations applicable to the government sector, public sector or public enterprise sector. (Article XIII) The Institute's fiscal year shall start and end with that of the State. The Institute shall have a special account where it shall deposit its resources, and the balance of this account shall be carried forward from one year to another. The resources of the Institute shall be formed of: A) Money the Authority allocates to the Institute. B) Sums of money charged to non-banking financial services institutions and other related entities in exchange for providing training services to their workforce. 4
C) Donations, grants, and aids received from the different organizations subject to approval by the Authority Board of Directors. D) Any other resources the Institute shall receive in consideration for the services the Institute renders to thirds parties. E) The Institute's revenues returns on investment. The charges and considerations referred to in items B and D shall be specified by the Authority's Board of Directors resolution subject to a proposal from the Institute's Board of Directors. Chapter IV - General Provisions (Article XIV) A development fee shall be applicable to the companies that are subject to the Authority's supervision in return for the services the Authority provides to develop the work fields of these companies and the mechanisms of exercising their work, as well as to assist them conduct their work according to state-of-the-art techniques and systems of risk assessment and management, and creditworthiness rules, and to improve the work regimes at the Authority, develop the skills and capabilities of the personnel working in the markets, companies and the Authority. The Authority's Board of Directors shall determine the said fee taking into consideration the type of services rendered, provided this fee shall not exceed 0.002 of the company's annual revenue. The fees collected shall be deposited at the Authority account and shall be employed for spending on the expenses referred to. In case of late payment of the said fee, an interest shall be incurred and shall be calculated based on the lending and discount rate published by the Central Bank of Egypt. (Article XV) The Authority's staff members whose names or job functions are determined by the Minister of Justice subject to a proposal submitted by the Competent Minister are vested with the powers of judicial officers regarding verifying crimes that occur in violation of the Insurance Supervision and Control Law no.10 of 1981, Receiving and Pooling Companies Law no. 146 of 1988, the Capital Market Law no.95 of 1992, the Financial Leasing Law no.95 of 1995, the Depository and Central Registry Law no.93 of 2000, the Mortgage Finance Law no.148 of 2001, together with the decrees executing the same. In order to accomplish their objectives, the said personnel shall have the authority to examine registers, records, documents, and data at the premises of financial companies, institutions, and individuals who are subject to the Authority's supervision. The officers of the said organizations shall submit to the aforementioned personnel any data, extracts, and document copies that they may request for the said purpose. 5
(Article XVI) Procedures of investigation or filing criminal lawsuits as regards the violations stipulated by the laws stated in Article three of the present law shall only be conducted pursuant to a written request of the Authority Chairman. The Authority Chairman may amicably settle the said violations at any stage of prosecution in consideration of a sum not less than double the minimum fine to be paid to the Authority. Consequent to the said conciliation the said penal action shall lapse. The public prosecutor shall issue a stay of execution of the penalty if conciliation has taken place during execution of the same, or even after the judgment has become final and conclusive. (Article XVII) The Competent Minister shall issue the executive regulations of this law within three months as of the date it becomes effective. As far as the executive regulations and the decrees implementing this law are issued, the existing provisions, rules and regulations applicable at the date the law becomes effective shall continue to be enforceable without prejudice to the provisions hereof. (Article XVIII) Any provision that is contrary to this Law's shall be null and void. (Article XIX) This law shall be published in the official gazette and be operative on the first day of the month following the lapse of three months from the date of its publication. This Law shall be sealed with the Arab Republic of Egypt official seal and shall be enforced as one of its laws Issued at the President's Office on 30 Safar 1430 Hijri. Corresponding to 25 February 2009 AD. (Hosni Mubarak) 6