SECTIONS 1 . Short titleandCommencement Intcrpretation 3. Establishment ... - Seychelles 19 of...

[6th January 2014] Supplement to Official Gazette 559

FINANCIAL SERVICES AUTHORITY ACT, 2013

(Act 190/2013)

ARRANGEMENT OF SECTIONS

PART I - PRELIMINARY

SECTIONS1 . Short title and Commencement

Intcrpretation

PART II - THE FINANCIAL SERVICES AUTHORITY

3. Establishment of the Financial Services Authority4. Functions of the Authority5. Establishment and membership ofthe Board of the Authority6. Functions of Board of the Authority7. Meetings of the Board of the AuthorityX Terms and conditions of officeI). Appointment and functions of Chief Executive Officer10 Appointment of other staff of the Authority11. General powers of Authority

PART III - FINANCIAL AND REPORTING PROVISIONSAPPLICABLE TO THE AUTHORITY

12. Funds and resources of Authority13. Accounts and Audit14. Annual report

PART IV - INFORMATION GATHERING ANDDISCLOSURE PROVISIONS

15. General power to request information16. Power of Authority to request specified information or documents17. Duty to cooperate18. Provision of assistance to foreign regulatory authorities

560 Supplement to Official Gazette [6th January 2014]

19. Recovery of costs20. Protection for disclosure21. Restrictions on disclosure of information22. Guidelines for disclosure of information

PART V - COMPLIANCE AND ENFORCEMENT

23. Compliance function24. Compliance inspection25. Appointment of examiner26. Directives27. Enforcement action28. Public statements29. Revocation or suspension of license30. Surrender of License31. Protection order32. Power to issue directions

PART VI - GENERAL SUPERVISORY POWERS

33. Power to issue codes and guidelines34. Conditions35. Exemptions36. Approved forms

PART vn -ADMINISTRATIVE ANDl\USCELLANEOUS POVISIONS

37. Duty of Member to disclose interest38. Duty to take oath39. Immunity40. Right to establish committees41. Right of appeal42. Appeal Boards43. Offences and penalties44. Power to compound an offence45. Transitional provisions46. Repeal and savings47. Consequential amendments48. Regulations

[6th January 2014J Supplement to Official Gazette 561

SCHEDULES

FIRST SCHEDULE

Partl Regulatory LegislationPart 2 Registry Legislation

SECOND SCHEDULE

THIRD SCHEDULE

FOURTH SCHEDULE

Financial Services Legislations

Administration and Proceedings oftheAuthority .

Declaration of Interest by BoardMembers

Oath ofConfidentiality

[6th January 20]4] Supplement to Official Gazette 563

FINANCIAL SERVICES AUTHORITY ACT, 2013

(Act 190/2013)

I assent

(I J. A. MichelPresident

31st December, 2013

AN ACT to establish a Financial Services Authority tolicense, regulate and develop the financial services industryin Seychelles, to confer certain statutory powers andfunctions on the Authority and to provide for other mattersconnected therewith.

ENACTED by the President and the National Assembly.

PART I - PRELIMINARY1. This Act may be cited as the Financial Services Short title and

Authority Act, 2013 and shall come into operation on such date Commencement

as the Minister may, by order published in the Gazette, appoint.


Interpretation 2. In this Act, -

"Appeals Board" shall mean the board asestablished under section 42;

"Board" means the Board of the Authorityestablished under section 5;

,"Chairperson" means the Chairperson v. the Boardappointed by the President under section 5;

"Authority" means the Financial Services Authorityestablished under section 3;

"Court" means the Supreme Court of Seychelles;

"document" means a document in any form andincludes

(a) any writing or printing on any material;

(b) any record of information or data, howevercompiled, and whether stored in paper,electronic, magnetic or any non-paper basedform and any storage medium, includingdiscs and tapes;

(c) books and drawings; and

(d) a photograph, film, tape, negative or othermedium in which one or more visual imagesare embodied so as to be capable (with orwithout the aid of equipment) of beingreproduced,

without limiting the generality of the foregoing,includes any Court application, order and otherlegal process and any notice;


"financial crime" means money laundering,financing of terrorism, offences relating tomisconduct in, or misuse of information relating to,financial markets and offences involving fraud ordishonesty.

"financial services business" means a businessactivity-

(a) for which a license is required under anyregulatory legislation set out in Part 1 of theFirst Schedule; or

(b) prescribed by the regulations as financialservices business;

"financial services legislation" means anylegislation set out in Schedule I;

"foreign regulatory authority" means an authority ina jurisdiction outside Seychelles which exercises afunction corresponding or similar to a functionexercisable by theAuthority under this Act;

"licence" means an authorisation or licence issuedor granted under any regulatory legislation;

"licensee" means a person holding a licence underany Financial Services Legislation;

"Member" means a member of the Board;

"Minister" means the Minister responsible forFinance;

"registry legislation" means any fmancial serviceslegislation set out in Part 2 of Schedule 1;


"regulated person" means a person authorised,licensed or registered or required to be soauthorised, licensed or registered under anyfinancial services legislation;

"regulations" means regulations made undersection 48;

"regulatory legislation" means any financialservices legislation set out in Part 1of Schedule 1;

"unauthorised financial services business" meansany financial services business carried on by aperson without a valid licence.

PART II - THE FINANCIAL SERVICES AUTHORITY

Establishmentof theAuthority

3.( 1) There shall be established an Authority to be knownas the "Financial Services Authority."

(2) The Authority shall be a body corporate withperpetual succession and a common seal, capable of suing andbeing sued in its corporate name and may hold or dispose ofproperty, enter into contracts and perform such acts as a bodycorporate may legally perform.

(3) Schedule 2 has effect with respect to theadministration ofthe Authority.

(4) The Authority shall, in discharging its functions, actindependently and no person shall seek improperly toinfluence amember of the Board or any ofthe employees of theAuthority, in the discharge of his or her functions or interfere inthe activities of the Authority.

(5) A member of the Board, or employee of theAuthority shall not be unduly influenced in the discharge of hisor her functions or seek or take instructions from any personother than the Authority.


4.( 1) The functions of the Authority are - Functions ofthe Authority

(a) to supervise and regulate licensees inaccordance with this Act and the financialservices legislation;

(b) to monitor and regulate, in accordance withrelevant financial services legislation,financial services business carried on in orfrom within Seychelles;

(c) to take such measures as it considersappropriate to develop the financial servicesindustry in Seychelles, including the conductof surveys relating to the industry inSeychelles;

(d) to receive, review and determine applicationsfor licences;

(e) to monitor compliance by licensees, and bysuch other persons who are subject to theregulatory legislation;

(f) to administer the registry legislation;

(g) to monitor the effectiveness of the financialservices legislation in providing for theregulation of financial services business inSeychelles to internationally acceptedstandards;

(h) to make recommendations to the Minister onsuch amendments or revisions to the financialservices legislation or such new legislation asthe Authority considers necessary orappropriate in developing the financialservices industry in Seychelles;


(i)

(j)

to develop appropriate legal, regulatory andsupervisory mechanisms for the efficient andeffective administration of the Authority andthe financial services legislation;

to maintain contact and develop relations withpersons engaged in financial servicesbusiness in Seychelles with a view ofconducting market research and encouragingthe development of high professionalstandards within the financial servicesindustry;

(k) to develop, with such persons as the Authoritymay determine for purposes of maintainingintegrity and professionalism in theSeychelles financial services industry,. asystem of continuing education forpractitioners in financial services businessand towards this end to develop suchcurriculum as it considers appropriate;

(1) to adopt such measures as may be necessaryto appropriately inform and educate thegeneral public on its functions and on mattersrelating to or affecting any financial servicesbusiness;

(m) to issue such advisories to investors, licenseesand the general public as it considersappropriate;

to monitor, in the public interest, promotionaladvertisements relating to any financialservices business or to services providedunder, or with respect to, any financialservices legislation and give such advicerelating to accuracy, fairness and compliancewith established laws and policies;

(n)


(0) to enter into memoranda of understandingwith regulatory and law enforcementagencies within and outside Seychelles;

(P) to take action against persons carrying onunauthorized financial services business inSeychelles; and

(q) to perform such other functions as may beassigned to it under this Act or under anyother enactment.

(2) In performing its functions, the Authority may takeinto account any matter which it considers appropriateincluding international initiatives geared towards establishinglegal, business and regulatory standards relating to financialservices business or to other businesses or activities subject tothe financial services legislation and, in particular, have regardto-

(a) the protection of the public, whether within oroutside Seychelles, against financial lossarising out of the dishonesty, incompetence,malpractice or insolvency of personsengaged in financial services business in orfromwithin Seychelles;

(b) the protection and enhancement of thereputation of Seychelles as a fmancialservices centre; and

(c) the reduction of crime and other unlawfulactivities relating to financial servicesbusiness.

(3) For the purposes of subsection (2)(a), ''the public"includes investors, clients and potential clients of personsengaged in financial services business in Seychelles.


Establishmentandmembership ofthe Board

(4) The Authority shall not b~ liable ~or any loss orinjury arising from the performance of Its functions pursuant tosubsection (1) or (2).

S.(I)of-

There shall be a Board of the Authority consisting

(a) the Chairperson, who shall be appointed bythe President;

(b) the Chief Executive Officer, who shall beappointed by the President under section 9;

(c) the Principal Secretary of the Ministryresponsible for Finance or a representative ofthe Principal Secretary;

(d) the Attorney-General or a representative ofthe Attorney General who shall be an ex-officio member of the Board;

(e) the Chairperson of the Seychelles Chamberof Commerce and Industry or arepresentative of the Chairperson;

the Chairperson of the Seychelles Bankers'Association or a representative of theChairperson;

the Governor of the Central bank ofSeychelles or a representative of theGovernor;

(f)

(g)

(h) the Chief Executive Officer of the SeychellesInvestment Bureau or a representative of theChief Executive Officer; and

two other persons who shall be appointed bythe President.

(i)


(2) Aprevious appointment as a Member does not affecta persons' eligibility for further appointment under this section.

(3) The Board may appoint an employee of theAuthority, other than a Member, to act as Secretary to the Boardwith such duties as the Board may determine.

6.( 1) The Board is the governing body of the Authorityand shall be responsible for-

Functions ofBoard

(a) establishing the policy of the Authority andmonitoring and overseeing its implementation;

(b) monitoring and overseeing the managementof the Authority by the Chief ExecutiveOfficer with the objective of ensuring that

(i) the resources of the Authority areutilized economically and efficiently;

{ii) the internal management and financialcontrols of theAuthority are adequate;

(iii) the Authority operates in accordancewith the principles of good governance;

(ill) the Authority fulfills its statutoryobligations and properly discharges itsfunctions;

(c) approving the Authority's accounts undersection 13.

(2) In the performance of its functions, theBoard may-

(a) establish such committees as it considersappropriate on such terms and conditions as itmay determine; and

572 Supplement to Official Gazette Supplement to Official Gazette 573[6th January 2014] [6th January 2014]

(b) delegate such duties as it considers necessaryto the Chief Executive Officer.

8. The appointment of a Member under section 5( 1),(a) or (b) or (i) shall be on such terms as may be determined bythe President.

Meetings ofBoard ofAuthority

7.(]) The Board shall meet at least once every 3 months atsuch place and time as may be designated by the Chairperson.

(2) At every meeting of the Board, the Chairpersonshall preside.

(3) In the absence of the Chairperson at a meeting oftheBoard, the members present shall elect a member to act asChairperson for that meeting.

(4) The quorum of the Board shall be 6.

(5) At any meeting for the conduct of its business. theBoard shall take its decision by a majority vote of the Memberspresent and in the event of a tie the Chairperson shall have acasting vote.

(6) The Chairperson shall at any time convene a specialmeeting of the Board upon receipt of a requisition signed by atleast four Members calling upon him or her to do so, and suchmeeting shall be held not later than twenty-one days afterreceipt ofthe requisition.

(d) coordinate and execute as required by anyfinancial services legislation all requests forlegal and regulatory assistance from foreignregulatory authorities; and

9.( I ) The President shall appoint a person to be the ChiefExecutive Officer of the Authority on such terms andconditions as the President considers appropriate.

(2) The Chief Executive Officer is an employee of theAuthority and shall-

(a) be responsible for the administration andoperation of the Authority and supervision ofstaff of the Authority;

(b) subject to any general or special direction ofthe Board, execute the functions of theAuthority outlined in section 4;

(c) be responsible for identifying and classifyingstaff positions in the Authority;

(7) No act or proceedings of the Board shall be invalidby reason of any vacancy among its Members Or of any defectin the appointment of a Member.

(8) Notwithstanding anything contained in this section,the Chairman may, in any matter he or she considersexceptional, make arrangements for a decision of the Board tobe taken on such matter through a process of consultationwithout the need for an actual meeting.

(e) perform such other duties as may be assignedor delegated to him by the Board.

(3) In discharging his functions, the Chief ExecutiveOfficer shall use his or her best endeavors to ensure that-

(a) the resources of the Authority are utilizedeconomically and efficiently;

(b) the internal financial and managementcontrols of the Authority are in line withinternational best practices;

(9) Subject to the provisions of this section, the Boardshall frame its own rules of procedure, for the conduct of itsmeetings.

Terms andconditions ofoffice

Appointmentand functions ofthe ChiefExecutive


Appointmentof other staff

GeneralPowers ofAuthority

(c) the Authority operates in accordance with theprinciples of good governance; and

(d) the Authority fulfills its statutory obligationsand properly discharges its functions.

(4) The President may appoint a Deputy ChiefExecutive Officer who shall assist the Chief Executive Officerin performing duties as may be assigned by the ChiefExecutive Officer.

10. Without prejudice to the powers under section 9(2)(c), the Authority may appoint such officers, employees andagents as it considers necessary and proper for theadministration, management and performance by theAuthority ofits functions under thisAct.

11. Subject to this Act and any other law, the Authoritymay do all things necessary for, or reasonably ancillary orincidental to, the carrying out of its duties, functions or powersunder this Act or any financial services legislation, including-

(a) the engagement of advisors and consultantsas the Authority considers necessary on suchterms and conditions as it deems fit;

(b) upon consultation with the Minister theopening and maintenance of accounts withbanks for the purposes of the Authority,within or outside Seychelles;

(c) upon consultation with the Minister, loans forthe financing of its operations; and

(d) investing its funds, that are not immediatelyrequired for the discharge of its functions, insuch manner as it considers prudent.

[6th January 2014] Supplement to Official Gazette 575PART III - FINANCIAL AND REPORTING

PROVISIONS APPLICABLE TO THE AUTHORITY

12.( 1) The funds and resources of the Authority shallcompnse-

Funds andresourcesof Authority

(a) fees, charges and penalties (excludingpenalties imposed by a court) payable underthis Act and other regulatory legislation setout in part 1of the First Schedule;

(b) such monies as may be appropriated by theNational Assembly pursuant to anAppropriation Act for the purposes of theAuthority and paid to the Authority;

(c) monies paid and property provided to theAuthority by way of grants, fees, charges,rent, interest and other income derived fromthe investment of the Authority's fund;

(d) monies derived from the disposal of ordealing with property held by theAuthority;

(e) monies borrowed by the Authority inaccordance with this Act; and

(f) any property lawfully received by or vested intheAuthority.

(2) The funds and resources of the Authority may beapplied by theAuthority-

(a) in the payment or discharge of its debts,expenses and other obligations;

(b) in the payment of emoluments, fees andallowances payable to the Members and the


secretary of the Board and the employees ofthe Authority; and

(c) any contingencies relevant to the furtheranceof the functions, duties and powers of theCommission.

(3) The Authority shall, after making adequateprovisions at the end of each quarter of its financial year for-

(a) the applications of its funds and resourcesunder subsection (2) above;

(b) the acquisition, replacement and depreciationof its assets;

(c) the repayment of loans and advances andinterest and charges thereon; and

(d) other payments which the Board deemsnecessary or desirable for the effectiveperformance of the Authority's functions anddischarge of duties;

payout any excess income to the Government's ConsolidatedFund.

(4) Notwithstanding the provisions made undersubsection 3 above, adequate provisions shall be made toensure that any payment of excess income under the subsection(3) to the Government's Consolidated Fund shall not cause theCommission not to be in a financial position to carry out itsduties, functions or powers properly for that financial year orthe financial year next ensuing.

(5) The financial year of the Authority shall be forperiod 1st January to 31st December in each year.


13.( 1) The Authority shall- Accounts andaudit

(a) keep proper books of accounts of its incomeand other receipts and expenditure; and

(b) ensure that-

(i) all monies received are properlybrought to account;

(ii) all payments out of its monies arecorrectly made and properlyauthorised; and

(iii) adequate control is maintained over itsproperty and over the incurring ofliabilities by the Authority.

(2) The books of account kept under subsection (l)shall be maintained in such form and manner so that they-

(a) are sufficient to show and correctly explaintheAuthority's transactions;

(b) enable the Authority's financial position to bedetermined with reasonable accuracy at anytime; and

(c) are sufficient to enable the Authority'Sfinancial statements to be prepared andaudited in accordance with this section.

(3) The Authority shall within 3 months after the end ofeach financial year prepare and approve accounts inaccordance with article 158 of the Constitution, which shall,without limitation contain-

(a) a statement of the assets and liabilities of theAuthority at the end of the financial year;


AnnualReport

Generalpower torequestinfonnation

(b) a statement of the revenue and expenditure oftheAuthority during the financial year; and

(c) proper and adequate explanatory notes to thefinancial statements.

(4) The accounts ofthe Authority shall be audited, notlater than the 31" of March of each year after the end of eachfinancial year, by the Auditor General in accordance witharticle 158ofthe Constitution.

14.( 1) The Authority shall within three months ofcompletion of the audit of its account in respect of anyfinancial year, submit to the Minister-

(a) a copy of its audited accounts;

(b) awritten report of its operations and activitiesfor that financial year together with a copy ofthe audited financial statements.

(2) The Minister shall, within 30 days of receiving theAuthority's audited accounts, report and audited financialstatements, cause them to be laid in the NationalAssembly.

PART IV - INFORMATION GATHERING ANDDISCLOSURE PROVISIONS

15.( 1) The Authority may, for the purpose of dischargingits functions, request any person engaged in or related to anyfinancial services business to furnish such information as theAuthority may specify.

(2) For the purposes of subsection (1), "related"includes-

(a) any subsidiary or holding company of thefinancial services business;


(b) any director, other officer, employee, agent orcontractor of a financial services business;

(c) any beneficial owner of a financial servicesbusiness; and

(d) any other person whom the Board reasonablybelieves to be in any way connected to afinancial services business.

(3) The Authority's power under subsection (1) shall notapply to any information or document which a person would beentitled to refuse to disclose or produce on the grounds of legalprofessional privilege.

(4) For the purposes of subsection (3), information or adocument comes to a legal practitioner in privilegedcircumstances if it is communicated or given to him-

(a) by its client or a representative of its client inconnection with the giving by the legalpractitioner oflegal advice to the client;

(b) by a person or representative of a personseeking legal advice from the legalpractitioner; or

(c) by any person -

(i) in contemplation of, or in connectionwith, legal proceedings; and

(ii) for the purposes of those proceedings.

(5) Information or a document shall not be treated ascoming to a legal practitioner in privileged circumstances ifit iscommunicated or given with a view to furthering any criminalpurpose,


PowcrofAuthorityto requestspecifiedinformation ordocuments

16.(1) Without prejudice to the generality of section 15,where it is reasonably required for the purpose of dischargingits functions or ensuring compliance with any financialservices legislation, the Authority may, by notice in writinggiven to a person specified in subsection (2), require suchperson-

(a) to provide specified information orinformation of a specified description; or

(b) to produce specified documents or documentsof a specified description.

(2) Anotice under subsection (1)--

(a) maybe issued to-

(i) a licensee;

(ii) a former licensee;

(iii) a person whom the Authorityreasonably believes to be carrying on,or to have at any time carried on,unauthorised financial servicesbusiness;

(iv) a person connected with a personspecified in sub-paragraph (i), (ii) or(iii);

(v) a person reasonably believed by theAuthority to have the information ordocuments to which the notice relates;and

(b) shall specify the period within which theinformation or document is to be provided orproduced; and

[6th January 20]4] Supplement to Official Gazette 581

(c) may require that the information is to beprovided to, or the documents are to beproduced to, such person as may be specifiedinthe notice.

(3) The Authority may require that the informationpursuant to this section- '

(a) be provided in such form as theAuthority mayrequire; and

(b) be verified or authenticated in such manner asitmay reasonably require.

(4) The Authority may take copies or extracts of anydocument produced pursuant to this section.

(5) Where a person claims a lien on a document theproduction of the document pursuant to this section is withoutprejudice to his lien.

. ~6) Th~ provisi~ns of section 15 (2) to (5) shall apply toproviding of information or production of documents underthis section.

17.( 1) Subject to the provisions of this Act, the Authority Duty to

shall take such steps as it considers appropriate to co-operate cooperatewith-

(a) foreign regulatory authorities; or

(b) persons, in or outside Seychelles, who havefunctions in relation to the prevention ordetection of financial crime, including moneylaundering, financing of terrorism,misconduct in, or misuse of informationrelating to, financial markets and offencesinvolving fraud or dishonesty.

(2) Co-operationmayinclude-

582 Supplement to Official Gazette (6th January 2014]

(a) the sharing of documents and informationwhich the Authority is not prevented by thisAct or any other enactment from disclosing;and

Provision ofassistance toforeignregulatoryauthorities

(b) making request for assistance to foreignregulatory authorities:

(3) Nothing in this section shall be constru~d ascompelling the Authority to provide any assistance rclaung tomatters of taxation.

18.(1) Subject to subsection (2), the /\uth~)rjry nl ~\y, on thewritten request ofa foreign regulatory .authonty and subject tosuch conditions as it considers appropnate-

(a) exercise the power conferred 011 it by section16;

(b) appoint one or more competent persons asexaminers to investigate anymatter:

disclose information, or providedocumentation, to the foreign regulatoryauthority, whether such. mformatiou ~rdocumentation is already 10 the Authority spossession or whether it is obtained pursuantto the exercise of a power under paragraph(a),or(b)

(c)

(2) The Authority shall not exe~c~se the p?~erconferred on it under subsection (1), unless It ISof the opimonthat the information or documentation to which the ~equestrelates, or the investigation is sought, is reasonably requITed?ythe foreign regulatory authority for the purposes of Itsregulatory functions.

(3) Section 25 (2) to (4) shall apply to an examinerappointed under subsection (1)(b).

[6th January 2014] Supplement to Official Gazette 583(4) The Authority shall, in deciding whether or notto

exercise the powers conferred on it under subsection (1),take into account, inparticular-

(a) whether corresponding assistance would begiven to the Authority in the country orterritory of the foreign regulatory authorityconcerned;

(b) the nature and seriousness of the matter towhich the request for assistance relates, theimportance of the assistance to be provided inSeychelles and whether the assistance can beobtained by other means;

(c) the relevance of the information ordocumentation to the enquiries to which therequest relates; and

(d) whether it is otherwise appropriate in thepublic interest to provide the assistancesought.

(5) Forthepurposes.ofsubsection (4)(a), the Authoritymay require the foreign regulatory authority making therequest to give a written undertaking, in such form as theAuthority may require, to provide corresponding assistance totheAuthority.

(6) If a foreign regulatory authority fails to comply witha requirement of theAuthority made under subsection (5), theAuthority may refuse to provide the assistance sought by theforeign regulatory authority.

(7) The Authority may exercise its powers under thissection, unless - .

. (a) the foreign regulatory authority undertakes tomake such contribution towards the cost of


exercising its powers as the Authorityconsiders appropriate;

(b) it is satisfied that the foreign regulatoryauthority is subject to adequate legalrestrictions on further disclosure of theinformation and documents and that it willnot, without the written permission of theAuthority obtained at the time of the requestor thereafter -

(i) disclose any information or documentsprovided to it to any person other thanan officer or employee of the foreignregulatory authority engaged in theexercise of its supervisory functions; or

(ii) take any action on information ordocuments provided to it; and

(c) it has received satisfactory assurances fromthe foreign regulatory authority that anyinformation provided to it will not be used inany criminal proceedings against the personfurnishing it, other than proceedings for anoffence of perjury or any equivalent offence.

Recovery ofCosts

19.( 1) Where assistance to a foreign regulatory authority isprovided in accordance with the provisions of this Act orpursuant to the provisions of any fmancial services legislationwhich makes no provision as to costs, the resulting cost of thatassistance shall be borne by the foreign regulatory authorityrequesting the assistance in a similar manner to a claim forcosts submitted to the Court.

(2) A person who discloses or produces information aspermitted or required by this Act is deemed not to be incontravention of any enactment, rule of law, agreement orprofessional code of conduct to which that person is subject

.[6th January 2014] Supplement to Official Gazette 585

and no civil, criminal disciplinary proceedings shall lie againsthim in respect thereof.

20.(1) For the purposes of this section, "protected Protection forinformation" means the information which _ disclosure

(a) relates to the affairs of the Authority; or

(b) .relates to the business or other affairs of anyp~rson, and .is acquired by <l: person fallingWIthsubsection (2), for the purposes of, or inthe discharge of, it's or his functions under thisAct or any financial services legislation, andincludes any information that is obtained froma foreign regulatory authority or a lawenforcement authority.

(2) This section applies to the following persons,namely-

(a) theAuthority;

(b) a Member, including the Chief ExecutiveOfficer;

(c) an employee of theAuthority;

(d) a person appointed as an examiner undersection 25;

(e) any other person acting under authority ofthe Authority; and

(f) an employee of a person specified inparagraphs (d) and (e).

(3) The information which-

(a) is available to the public from any othersource; or

586 Supplement to Official Gazette [6th January 2014] [6th January 2014] Supplement to Official Gazette 587

(b) is disclosed in a summary or in statisticsexpressed in a manner that does not enablethe identity or particular persons to whom theinformation relates to be determined,

(ii) disciplinary proceedings, whetherwithin or outside Seychelles, relating tothe discharge by a legal practitioner,auditor, accountant, valuer or actuaryof his professional duties; or

is not protected information under this section.

(4) Subject to section 22, pro~ected in~orma~ion shallnot be disclosed by a recipient ofthat information, without theconsent of-

(f) for the purpose of legal proceedings Inconnection with-

(a) the person from whom he obtained theinformation; and

(i) the winding up or dissolution of alicensee, a former licensee or a personwho has carried on unauthorisedfinancial services business; or

(b) if different, the person to whom it relates. (ii) the appointment or duties of a receiverof a licensee, a former licensee or aperson who has carried on unauthorisedfinancial services business.

Restrictions ondisclosure ofinformation

21.(1) Section 20 shall not apply to a disclosure-

(a) required or permitted by a court of competentjurisdiction in Seychelles;

required or permitted by this Act or any otherSeychelles law;

to any person for the purpose of dischargingany function or exerc~sing ~y pow~r u~derthis Act or any financial services legislauon,in either case whether the function or power ISof the person disclosing the information ofthe Authority or the Board;

to a foreign regulatory authority inaccordance with section 18;

(a) this Act and any financial services legislation;

(b) any code, direction or guideline issued by theAuthority that apply to the licensee; and

(c) any directive issued by the Commission thatapply to the licensee,

. 22 The Authority may issue guidelines concerning thedisclosure of information under any provisions of this Act.

(b)PART V - COMPLIANCE AND ENFORCEMENT

(c) 23.(1) A licensee shall establish and maintain adequatesystems and controls for ensuring its compliance with therequirements of, and its obligations under-

(d)

(e) lawfully made to a person with a view to theinstitution, or for the purpose, of-

(2) A licensee shall appoint an individual approved bythe Authority as its compliance officer who shall be appointedto oversee the compliance of provisions of subsection (1).

(i) criminal proceedings;

Guidelines fordisclosure ofinformation

Compliancefunction

588 Supplement to Official Gazelle [6th January 2014J [6th January 2014] Supplement to Official Gazette 589

(3) The Authorityshallnot approve an individual as alicensee's compliance officer unless it is satisfied that theindividual satisfies the Authority's' fit and proper criteria.

(a) inspect the premises and business, includingthe procedures, systems and controls, of arelevant person;

(4) The Authority may, by notice in writing to alicensee, revoke its approval under subsection (2) if it is of theopinion that the individual no longer satisfies the Authority'sfit and proper criteria and in such case the licensee shallappoint a new compliance officer in accordance with thissection.

(b) inspect the assets including monies,belonging to or in the possession or control ofa relevant person;

(5) Without prejudice to subsection (2), the complianceofficer of a licensee shall be responsible f0r-

(a) establishing and maintaining a program fortraining the staff and other officers or' tnelicensee concerning the licensees compliancefunction, and their individual responsibilitieswith respectthereto; and

(b) overseeing the implementation of theprocedures and compliance manual.

(c) examine and make copies of documentsbelonging to or in the possession or control ofa relevant person that, in the opinion of theAuthority, relate to the carrying on offinancial services business by the relevantpersons;

(d) seek information and explanations from theofficers, employees, agents andrepresentatives of relevant person, whetherverbally or in writing, and whether inpreparation for, during or after an inspection.

, (6) A person appointed by a licensee to serve as itscompliance officer for the purpose ofAnti-Money LaunderingAct may, with the approval Ofthe Authority, be appointed tooversee the licensees' compliance function under subsection(2). .

(3) An inspection may be undertaken for purposes ofthe supervision of financial services business carried on, in orfrom within Seychelles, including monitoring and assessing arelevant person's compliance with-

(a) this Act and other financial serviceslegislations; and

ComplianceInspection

24.(1) In this section, "relevant person" means-

(a) a licensee;

(b) a former licensee; and

(c) a subsidiary or holding company of a licenseeor of a former licensee.

(b) any code, direction or guidelines issued bytheAuthority that apply to a licensee.

(c) any directive issued by the Commission thatapply to a licensee.

(2) The Authority may, for the purposes specified insubsection (3)-

(4) Subject to subsection (5), the Authority shall givereasonable notice to the concerned person of its intention toexercise its powers under subsection (2).


(5) The Authority may, where it appears to theAuthority, that the circumstances justify, exercise its powersunder subsection (2) without giving notice to the relevantperson.

(6) Subject to subsection (7), the Authority may, uponrequest of a foreign regulatory authority, permit the foreignregulatory authority to take part in an inspection undertaken bytheAuthority under this section.

(7) The Authority shall not permit a foreign regulatoryauthority to take part in an inspection under subsection (6)unless the Authority is of the opinion that the participation ofthe foreign regulatory authority is reasonably required-

(a) for the effective supervision ofa licensee; or

(b) for the purpose of the regulatory functions ofthe foreign regulatory authority.

(8) The Authority may, in deciding whether to permit aforeign regulatory authority to take part in an inspection undersubsection (6), take into account, in particular, whether theforeign regulatory authority is subject to adequate legalrestrictions on further disclosure and, in particular, whether itis likely,without the written permission of theAuthority -

(a) to disclose information obtained ordocuments examined or obtained during thecompliance inspection to any person otherthan an officer or employee of the authorityengaged inprudential supervision; or

(b) to take any action on information obtained ordocuments examined or obtained during thecompliance inspection.

(9) Nothing in this section shall limit the Authority'spowers under this Part or Part IV.


25.( l ) The Authority may appoint one or more competentpersons as examiners to conduct an investigation on itsbehalf-

Appointmentof examiners

(a) where it appears to the Authority onreasonable grounds that there are, or may be,grounds for taking enforcement actionagainst a licensee; or

(b) where it appears to the Authority onreasonable grounds that any person iscarrying on, or has carried on, unauthorisedfinancial services business.

(2) The matters investigated by an examiner appointedunder subsection (1) may include one or more of thefollowing-

(a) the nature, conduct or state of the business oftheperson under investigation;

(b) a particular aspect of the business of theperson under investigation;

(c) the ownership or control of the person underinvestigation;

(d) in the case of a licensee, whether there aregrounds for taking enforcement actionagainst a licensee; and

(e) in the case of any other person, whether theperson under investigation is carrying on, orhas carried on, unauthorised financialservices business.

(3) Subject to subsection (4), an examiner appointedunder this section shall have the powers of the Authority undersections 15and 16.


(4) The Authority may give such directions to theexaminer as it may consider appropriate, in relation to-

(a) the scope of the investigation;

the period for the conduct of theinvestigation; and

(c) the manner in which the examiner shallreport to him.

(b)

(5) The examiner appointed under subsection (1) may,if he considers it necessary for the purposes of investigation,also investigate the business of any person who is, or at anyrelevant time has been-

(a) a member of the group of which the personunder investigation is a part; or

(b) a partnership of which the person underinvestigation is a member.

(6) Where the person appointed as an examiner underthis section is not a member or officer of the Authority he shall,unless otherwise agreed between him and the Authority, bepaid such remuneration on such terms as the Authority maydetermine.

(7) The examiner shall submit a report of investigationto the Authority.

Directives 26.( 1) Where the Authority is entitled to take enforcementaction against a licensee, the Authority may issue a directive-

(a) imposing a prohibition, restriction orlimitation on the financial services businessundertaken by the licensee, including-

(i) that the licensee shall cease to engagein any type of business, or


(b)

that the licensee shall not enter into anynew contracts for any type of business;

requiring that any director, key employee orperson having functions in relation to alicensee be removed and replaced by anotherperson acceptable to theAuthority; or

(ii)

(c) requiring the licensee to take such other actionas the Authority considers may be necessary toprotect the property of, or in the custody,possession or control of, the licensee or toprotect customers or creditors or potentialcustomers or creditors of the licensee.

(2) The Authority shall give sufficient grounds to justi~ythe issue of the directive and afford the person to whom thissection applies sufficient opportunity to show cause why thedirective should not be enforced against him.

27.( 1) The Authority may take enforcement action againsta licensee if-

(a) it appears to the Authority that --

Enforcementaction

(i) the licensee has contravened or is incontravention of this Act, or any otherfinancial services legislation or anycode or guideline issued by theAuthority;

the licensee has contravened or is incontravention of the Anti-MoneyLaundering Act or any other laws ofSeychelles;

. (ii)

(iii) . the licensee is carrying on or is likely tocarryon business in a mannerdetrimental to the public interest or tothe interest of clients, creditors orinvestors;

594 Supplement to Official Gazette [6th January 2014J

(iv) the licensee is or is likely to becomeinsolvent;

(v) the licensee has failed to commence orceased to carry on the financialservices business for which it waslicensed;

(vi) the licensee has failed to comply with adirection given to it by theAuthority;

(vii) the licensee has breached or is inbreach of any term or condition of itslicence;

(viii) a person having a share or interest inthe licensee. whether beneficial orlegal. or any director or senior officerof the licensee. is not a fit and properperson to have an interest in or beconcerned with the management of alicence as the casemay be;

(ix) a licensee or another relevant personhas refused or failed to cooperate withthe Authority on an inspectionconducted by the Authority undersection 24;

(x) the licensee has provided theAuthoritywith false, inaccurate or misleadinginformation, whether on making anapplication for a licence or subsequentto the issue of the licence;

(xi) the licensee or a director or seniorofficet of the licensee has peenconvicted of an offence involvingfraud, theft or dishonesty; or

Supplement to Official Gazette 595[6th January 2014)

(xii) such action is necessary or desirable toprotect the good repute of Seychelles asan intemational financial centre.

(b) the licensee is compulsory wound up orpasses a resolution for voluntary winding upor is dissolved;

(c) a receiver has been appointed in respect of thefinancial services business carried on by thelicensee or possession has been taken of anyof its property by or 011 behalfofthe holder ofa debenture secured by a registered charge;

(d) the licensee fails to pay any penalties imposedunder this Act, made 011 or before the date onwhich the penalty isdue to be paid; or

(e) the licensee fail to comply with a directiveissued by the Authority under section 26.

(2) Without prejudice to any powers specified in anyfinancial services legislation, if theAuthority is entitled to takeenforcement action under subsection (I ), it may-

(a) revoke or suspend the licensee's licence undersection 29;

(b) appoint an examiner to conduct aninvestigation under section 25;

(c) issue a direction under section 32;

(d) Initiate such investigation as may benecessary to ensure compliance with this Actor any financial services legislation;

(e) impose such administrative penalties on thelicensee as may be provided for in this Act orany other financial services legislation;


(f) require the licensee to pay such costs andexpenses as are incurred by the Authority inthe taking of enforcement action; or

(g) suspend the application of the fit and properstatus of an individual.

(h) issue a directive under section 26.

(3) Where a power exercisable by the Authority undersubsection (2) is also exercisable by it under any financialservices legislation, such power may be exercised either underthis Act or under other financial services legislation, but notboth.

PublicStatements

28.( I) Where the Authority is entitled to takeenforcement action against a licensee or former licensee, theAuthority may issue a public statement in such manner as itconsiders fit setting out the reasons for the enforcement actionand the enforcement action that it intends to take, or has taken.against the licensee or former licensee.

(2) The Authority may, where it considers it in thepublic interest to do so, issue a public statement in suchmanner as it considers fit with respect to-

(a) any person who, in the opimon of theAuthority, is carrying on, intends to carry onor is likely to carry on, unauthorised financialservices business including any action thatthe Authority intends to take or has takenagainst that person;

(b) any person who, not ?ling a licensee, isholding himself out as a hcensee;

(c) any matter relating to financial servicesbusiness where the Authority considers thatthe statement is desirable for -


(i) the protection of the public, whetherwithin or outside Seychelles, againstfinancial loss arising out of thedishonesty, incompetence, malpracticeor insolvency of persons engaged infinancial services business in or fromwithin Seychelles;

(ii) the protection and enhancement of thereputation of Seychelles as a financialservices centre; and

(iti) the 'reduction of crime and otherunlawful activities relating to financialservices business.

(3) Subject to subsection (4), where a public statementis to be issued under this section in relation to a licensee orformer licensee, the Authority shall give that person 3 dayswritten notice of its intention to issue the public statement andthe reasons for the issue of the statement.

(4) If the Authority is of the opinion that it is necessaryto do so, to protect the public interest or the interests of any ofthe clients, creditors or investors of a licensee or formerlicensee, it may issue a public statement under subsection (3)without notice to the licensee or former licensee or with suchshorter period as it considers appropriate.

29.(1) The Authority may, at any time, revoke or suspendthe licence of a licensee if it is entitled to take enforcementaction against the licensee under section 27.

(2) Subject to subsection (3), the period of suspensionof a licence under subsection (1) shall not exceed 30 days.

(3) The Court may, ifit is satisfied that it is in the publicinterest to do so, on the application of the Authority, extend theperiod of suspension of the licence under this section notexceeding 30 days each, as it may consider appropriate.

Revocation orsuspension oflicence


(4) The Authority shall, before suspending or revokinga licence under subsection (1), give written notice to thelicensee providing-

(a) the grounds upon which it intends to suspendor revoke the licence; and

(b) that unless the licensee, by written notice filedwith the Authority, shows good reason whyits licence should not be suspended orrevoked, the licence shall be suspended orrevoked on a date not less than fourteen daysafter the date of notice.

(5) The Authority shan not revoke or suspend a licenseif it is satisfied that the licensee has shown good cause to thesatisfaction of the Authority why its license shall not besuspended or revoked.

Surrenderof License

30.( 1) A licensee may, at any time, surrender its licence bygiving prior notice in writing to the Authority.

(2) The notice shall provide a true and full disclosure ofthe reasons to satisfy the Authority why the licensee wants tosurrender the licence.

(3) The notice under subsection (l) shall also include -

(i) the date on which the termination is to beeffective;

(ii) the measures taken by the licensee for thedischarge of its liabilities and transfer of thebusiness of the clients;

(iii) such other matters as may be required by theAuthority.


(4) The notice under subsection (1) shall be given notless than 30 days before the surrender ofthe license.

(5) The Authority may, within 30 days of receiving anynotice object in writing to the surrender.

(6) Where the Authority raises an ob)ection undersubsection (5), the licensee shall take such action as may bedetermined by the Authority.

(7) Where a licensee fails to give adequate andsufficient notice under this section, the surrender shall not t.akeeffect until 30 days after the notice is received by the Authonty.

31.(1) The Authority may apply to the Court for aprotection order under this section with respectto-

Applicationfor aprotectionorder

(a) a licensee whose licence is about to berevok·ed or where the Authority is entitled totake enforcement action against him undersection 27;

(b) a former licensee; or

(c) a person carrying on unauthorised financialservices business.

(2) On an application made under subsection (1), theCourt may make such order as it considers necessary to protector preserve the business or property of th.e person Wl~ re~pectto whom the application is made, or the interest of his clients,investors, creditors or the public, including an order-

(a) preventing the person concerned or any otherperson from transferring,·· disposing of orotherwise dealing with property belonging tohim or in his custody or control;


(b) appointing an administrator to take over andmanage the financial services business thencarried on by the person concerned or carriedon by him immediately before the revocationor suspension of the licence, as the case maybe;

(c) in the case of a company, that the Companyconsidered to be wound up by the Court or besubject to the supervision of the Court underlaws relating to winding up;

(d) granting the Authority a search warrant;

(e) where the person concerned is incontravention of this Act or any financialservices legislation, requiring the personconcerned to take such action, or to refrainfrom taking such action, as is necessary tobring him back into compliance with this Actor the financial services legislation.

(3) For the purposes of subsection (2)( c), the Authoritymay apply to the Court for the winding up of a company and inthat regard shall be treated as if it were one of the personsentitled to apply to the Court for the winding up of a companyunder laws relating to winding up.

(4) Without prejudice to subsection (2)(b), an ordermade under that subsection shall specify the powers of theadministrator in relation to the financial services business ofthe licensee or former licensee and may -

(a) require an administrator to provide securityto the satisfaction of the Court;

(b) fix and provide for the remuneration of theadministrator; and


(c) require such persons as it considers necessaryto appear before the Court for the purposes ofgiving information or producing recordsconcerning the regulated person or thebusiness carried on by the regulated person

(5) An order made under subsection (2)(b) shallprovide for reports to be submitted by the administrator to theCourt and to the Authority.

(6) The Court may on its own motion or on theapplication of theAuthority or the administrator-

(a) give directions to the administratorconcerning the exercise of his powers;

(b) vary the powers of the administrator; or

(c) terminate the appointment of theadministrator

(7) An application under subsection (1) may be made

(a) on an ex parte basis or upon such notice as theCourt may require; and

(b) before the Authority has given notice ofintention to revoke a licence or certificateunder section 29.

32.( 1) Where the Authority has reasonable cause tobelieve that-

(a) a licensee has contravened or is likely tocontravene this Act, and other financialservices legislation, any code, guideline orany other laws of Seychelles;

(b) a licensee is conducting its affairs in animproper or fmancially unsound manner;

Powers toissuedirections


(c) a direction is necessary or desirable to protectthe interests of clients of a licensee,

the Authority may issue a direction to the licensee as itconsiders appropriate.

(2) The direction under this section may specify thetime by which, or period during which, it shaIl be compliedwith.

(3) The licensee who has been given direction shallcomply with the direction.

(4) The Authority may revoke a direction under thissection at any time.

(5) Any licensee who contravenes subsection (3)commits an offence and is liable to a penalty of SCR2000 perday or part thereof during which the contravention continues.

PART VI - GENERAL SUPERVISORY POWERS

Power toissue codesandguidelines

33.( 1) The Authority may issue codes and guidelines notinconsistent with this Act or other financial serviceslegislations.

(2) A code or guideline may extend to-

(a) licensees generally, or to specific types ordescriptions oflicensees;

(b) persons performing such functions on behalfof licensees including directors, seniorofficers and compliance officers.

(3) Any code or guideline issued under any financialservices legislation prior to the coming into force of this Actshall continue in operation as if it was issued pursuant to thissection.


(4) Every person shall comply with any code orguideline issued bytheAuthority.

(5) Any person who contravenes the provisions ofsubsection (4) commits an offence and is liable on convictionto a fine not exceeding SCR200, 000.

34.(1) In this section, "condition" means a conditionattached to a licence issued, or an approval granted under anyfinancial services legislation and includes a condition, asvaried in accordance with this section.

Conditions

(2) A licence issued or an approval granted under aregulatory legislation may be used or granted subject to suchconditions as theAuthority may consider appropriate.

(3) If a licence is issued, or an approval granted, subjectto one or more conditions, theAuthority may-

(a) together with the licence or approval, issue awritten notice specifying a further conditionorconditions; and

(b) if in respect of any conditions, it considersthat is in the public interest to do so, statethose conditions on the licence or approval.

(4) The Authority may, upon giving reasonable writtennotice to a licensee, at any time vary or revoke any condition.

(5) A licensee may apply to the Authority in writing fora condition to be revoked or varied and if the Authority issatisfied that the condition is no longer necessary or should bevaried, itmay revoke or vary the condition.

(6) Where theAuthority revokes or varies a condition orimposes a new condition, the licensee shall, if requested to doso by theAuthority, deliver its licence to theAuthority.


(7) A licensee aggrieved by the issuance of a conditionunder subsection (4) shall have the right to show cause before aspecified date, and the Authority shaIl take into account theconcerns of the licensee in its decision whether to continuewith the issuance of a condition under subsection (4).

(8) The Authority may issue a condition undersubsection (4) taking effect immediately and dispensing withthe requirements of subsection (7), if the Authority bel ieves itis in the public interest to do so.

(9) This section shall apply without prejudice to anypower of the Authority under any regulatory legislation.

(10) Any person who contravenes subsection (6),commits an offence and is liable to a penalty of SCR.2000 perday or part thereof during which the contravention continues.

Exemptions 35. Unless otherwise provided by this Act or anyfinancial services legislation, the Authority may -

(a) exempt specified persons or specified classesof persons from the requirement to obtain alicense under a financial services legislationto undertake an activity for which a licencewould otherwise be required;

(b) exempt specified licensees or specifiedclasses of licensees from requirements underthis Act or other financial services legislation;

(c) provide for the circumstances in which theAuthority may exempt specified licensees orspecified classes of licensees from specifiedrequirements under this Act or other financialservices legislation.

Approvedforms

36.( I) The Authority may, by publication in suchmanner as may be specified in the regulations, approve formsfor the purposes of the regulatory legislation.


(2) Where, pursuant to subsection (1), the Authority haspublished an approved form with respect-to a document, thedocument shall-

(a) be in the form of, and contain the informationspecified in, the approved form; and

(b) have attached to it such documents as may bespecified in the approved form.

PART VII - ADMINISTRATIVE ANDMISCELLANEOUS PROVISIONS

37.( I) A Member who has any direct or indirect personal,professional, or pecuniary interest in any matter which falls tobe considered by the Board shall as soon as reasonably.practicable, complete a declaration of interest in the formprescribed in the Third Schedule and submit it to the secretaryappointed under section 5 (3) who shall, before thecommencement of the meeting at which the subject matter ofthe declaration is to be considered, bring the form to theattention of all Members.

Duty ofaMember todiscloseinterest

(2) The Member who has declared an interest undersubsection (1) shall withdraw from any meeting whilst thematter in respect of which he has declared an interest is beingconsidered by the Board and shall not express any view or takepart in any vote concerning the matter.

(3) Subsection (2) shall not apply if all other Membersin attendance at the relevant Board meeting agree to theMember, who has declared an interest under subsection (1),expressing' a view and taking part in any vote concerning thematter in question.

(4) The Member who fails to disclose .an interest asrequired under subsection (1) shall, without prejudice to anypenalty that may be imposed on him under Section 43 (3)( d), beliable to be removed from office as a Member.


(5) For the purpose of subsection (1), "direct or indirectpersonal, professional business or pecuniary interest" shall notInclude, In respect of a Member appointed under section5(1)(c), (d), (g), and (h) work interests arising in the ordinarycourse of such person's employment as the case may be.

Duty totake oath

.38.( 1) Evel!' Member and the secretary to the Board shall,pnor to assuming office with, the Authority, subscribe to theOath of Confidentiality specified in the Fourth Schedule.

(~) The Oath of Confidentiality referred to insubsection (1) shall be taken before a Judge or the Registrar ofthe Court.

Immunity

(3) The Chief Executive Officer shall keep a record ofall Oaths of Confidentiality taken pursuant to this section.

39.(1) No action shall be brought against-

(a) the Authority, a member, a member" of aCommittee established by the Authority, anemployee of the Authority or agent of theAuthority for any act done, in good faith, inthe exercise of powers or performance ofduties conferred or imposed by this Act orany financial services legislation; and

(b) any person for a disclosure required under therelevant provision of this Act.

Right toconstituteCommittees

40.(1) The Authority may constitute committees to assistthe Authority in the performance of its functions under thisAct.

(2) Without prejudice to the generality of subsection(I), the Authority may constitute committees in relation to-

(a)

(b)

licensing and supervisory matters;

enforcement;


(c) technical advice.

(3) The Authority may appoint as a member of anycommittee, any person who in its opinion is qualified to be amember of the committee .

(4) ACommitteeshall-

(a) meet at such time and place as" ChiefExecutive Officer may determine or as maybe provided for or specified in thecommittee's rules of procedure; and

(b) devise its own rules of procedure relating tothe conduct of its business, subject to theapproval of the Authority.

(5) A committee may, by notice in writing, delegate theperformance of any of its functions or the exercise of any of itspowers to a senior officer of the Authority or to a Memberwhere authorised to do so-

(a) in its rules of procedure; or

(b) by the Board.

(6) In the performance of a function, or the exercise of apower delegated by a committee under this section, thedelegate must act in accordance with any directions of thecommittee.

(7) The performance of a function or the exercise of apower by a delegate is as effective as if performed or exercisedby the committee.

41. A licensee or person aggrieved by a decision of the Right ofAuthority may appeal to the Appeals Board under section 42. appeal

42.( 1) There is hereby established an Appeals Board forthe purpose of this Act.

Appealboard


Power tocompoundan offence

. 44.(1) Subject to subsection (3), the Authority may, whereit is satisfied that a person has committed an offence under thisAct, compound the offence by accepting on behalf of theGovernment from the person a sum of money of not less than.one half of themaximum fine specified for that offence.

(2) No offence shall be compounded under this sectionunless the person who has committed the offence hasexpressed his willingness inwriting that the offence be so dealtwith.

(3) The compounding of an offence under this Actshall-

(a) be notified in writing, under the signature ofthe offender and the Chief Executive Officer,to the Court; and •

(b) not apply to an offender who has had anoffence previously compounded under thisAct.

(4) In any proceedings brought against any person foran offence under this Act, it shall be a defence if the personproves that the offence with which he is charged has beencompounded under this section.

Transitional 45.(1) Upon the coming into force of this Act, all moniesprovisions held, immediately prior to the coming into force of this Act, by

or on behalf of the Seychelles International Business Authorityin any deposit account in respect of anyfmancial serviceslegislation shall be transferred to and vested in theAuthority.

(2) Every officer and employee of the SeychellesInternational Business Authority shall, upon the coming intoforce of this Act, be deemed to be transferred from theemployment of the Seychelles International BusinessAuthority to the employment ofthe Authority upon terms and


conditions not Jess favourable in aggregate than those whichwere attached to the appointments held by such officers and.employees at theSeychelles International Business Authority.

(3) The officers and the employees of the Authorityshall be deemed to be employed in the public service andsections 91 to96of the Penal Code shall apply to them.

(4) Where prior to the coming into force ofthis Act, theSeychelles International Business Authority had a contract ofemployment with a person other than an officer or employeereferred to in subsection (2) or a contract for the provision of aservice with any person which has not been discharged, thenupon the coming into force of thisAct-

(a) such a contract shall continue to have effect inaccordance with its terms as if it wasoriginally made between that person and theAuthority; and

(b) all the rights, powers, duties and liabilities,which accrued under or in connection withsuch contract, shall be enforceable by oragainst the Authority as if it were originallymade between that person and theAuthority.

46.( 1) The Seychelles International Business AuthorityAct, 1994 is herebyrepealed.

Repeal andsavings

(2) Notwithstanding the repeal of the SeychellesInternational BusinessAuthority Act, 1994-

(a) any licence issued under the repealed Act andsubsisting or in force at the time of cominginto force of thisAct shall continue in force asif issued under this corresponding section ofthis Act until expiration or revocation of suchlicence;


(b) any document made or anything done underthe provisions of the repealed Act or underany corresponding former provisions, andsubsisting or are in force at the time of thiscoming into force of thisAct shall continue tohave effect as if it had been made or doneunder this Act as if thisAct was in force at thetime the document was made or the thing wasdone;

any right, privilege, obligation or liabilityacquired, accrued or incurred under therepealed Act shall continue to subsist;

any penalty, forfeiture or punishmentincurred in respect of any offence committedagainst any provisions of the repealed Actshall continue to be enforceable;

(e) any investigation, legal proceeding orremedy in respect of any such right, privilege,obligation, liability may be instituted orcontinued and any penalty, forfeiture orpunishment may be imposed as if this Act hadnotbeen passed;

(c)

(d)

(t) all acts done, discussion taken, authorizationor permission granted by the Chief ExecutiveOfficer, officers or employees of theSeychelles International Business Authorityconstituted under the 1994 Act which werevalidly done, taken or granted under and inaccordance with the repealed Act shallcontinue to have effect in accordance with theterms or until amended, annulled orwithdrawn in accordance with thisAct;

(g) every international business company,foundation, limited partnership anddeclaration of international trust which were

[6th January 2014J Supplement to Official Gazette 613

registered by the Seychelles InternationalBusiness Authority at the time of the cominginto force of this Act, shall be deemed to havebeen registered by theAuthority".

47.(1) Section 2 of the "Securities Act is hereby amendedas follows- Consequential

Amendments

"Securities Authority" is hereby repealed andrepla~ed as "Financial Services Authority"estabhshed under the Financial Services AuthorityAct.

(2) Section 2 of theMutual Fund and Hedge FundAct ishereby amended as follows-

"Auth~rity" means the Financial ServicesAuthorityestabhshed under the Financial Services AuthorityAct".

(3) Section 2 of the Companies Special License Act ishereby amended as follows-

"Auth?rity" means the Financial ServicesAuthorityestablished under the Financial Services AuthorityAct".

(4) Section 2 of the International Trade Zone Act ishereby amended as follows-

"Auth~rity" means the Financial ServieesAuthorityestablished under the Financial Services AuthorityAct".

(~) The Interact~.ve~~mb1ingAct is her~by amended byrepeahng the word Minister" and substituting thereforwherever the word "Minister" occurs in the Act the word"Authority" andAuthority is defined in Section 2 as follows-


"Authority" . means the Financial ServicesAuthority established under the Financial ServicesAuthority Act, and except for section 38 (1), 40 and51 amend by repealing the word "Authority" andsubstituting therefor wherever the word"Authority" occurs in those sections the word"Minister" .

Regulations 48. The Minister, on the advice of the Authority, maymake regulations for the purpose of carrying out and givingeffect to the provisions of this Act and may by regulationsamend any Schedule.

SCHEDULE 1(Section 2)

FINANCIAL SERVICES LEGISLATION

PART 1 REGULATORY LEGISLATION

1.1 International Corporate Services Providers Act1.2 Securities Act1.3 Mutual Fund and Hedge Fund Act1.4 International Trade Zone Act1.5 Companies (Special Licenses )Act1.6 Protected Cell Companies Act1.7 Interactive GamblingAct1.8 Insurance Act1.9 Hire Purchase and Credit Sale Act

PART 2 REGISTRY LEGISLATION

2.1 International Business Companies Act'2.2 Limited Partnership Act2.3 Foundations Act2.4 International Trusts Act



ADMINISTRATION OF THE AUTHORITY

1. The Authority shall have an official seal f?r theauthentication of documents issued by the Authonty andthe application of the seal of the Authority shal~ beauthenticated by the signature of a person so authonsedby the Authority.

A document purported to be executed under the ~eal ?fthe Authority, or signed on its behalf, shall be received III

evidence and, unless the contrary is proved, shall betaken to be so executed or signed.

Anything permitted or required to be done by' theAuthority may be done by any Board member or anyemployee of the Authority who is authorised ~or thatpurpose by the Authority either generally or specifically,

2.

3.

SCHEDULE 3 (Section 37)

DECLARATION OF INTEREST BY BOARDMEMBERS

I, of (state address),being a member of the Board .of th.e Fin~cial Servi~esAuthority established under the Financial Services AuthontyAct and in pursuance of the requirements of Section 37 of theAct hereby declare that I do have a direct/indirect.pe~onal/professional/business/pecuniary* intere~t in thesubject of (state the subject) which has been submitted to, ormay be before, the Authority and is due for consideration bythe Board on or about the day of, 20 The nature of myinterest is asfollows (describe nature of interest):


I FURTHER DECLARE that the declaration made herein is correct and truewithin my knowledge and I shall not be taking part in the discussion of theinterest above described, at the meeting scheduled for the day of, 20 .(same as date indicated above) or the date to which the subject matter of mydeclaration maybe adjourned.

DECLARED this day of , 20 .

Board MemberReceived by me, the Secretary of the Board, this day ,20 at am/pm.

*Delete as necessary


OATH OF CONFIDENTIALITY

"1.................................................. of do herebyswear/solemnly affirm that I will, to the best of my judgement, act for thefurtherance of the objects of the Authority and shall not, on any account and atany time, disclose, otherwise than in accordance with any written law or whereit is strictly necessary for the performance of any duties, any confidentialinformation obtained by me in virtue of my official capacity.

Taken before me on this day of .

Judge of the Supreme Court

I certify that this is a correct copy of the Bill which was passed by theNational Assembly on 17th December, 2013.

Azarel EmestaClerk to the NationalAssembly

Date post:	26-Sep-2020
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