Financial Services and Markets Bill - continued        House of Lords
PART VI, OFFICIAL LISTING - continued

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Penalties
Penalties for breach of listing rules.     89. - (1) If the competent authority considers that-
 
 
    (a) an issuer of listed securities, or
 
    (b) an applicant for listing,
  has contravened any provision of listing rules, it may impose on him a penalty of such amount as it considers appropriate.
 
      (2) If, in such a case, the competent authority considers that a person who was at the material time a director of the issuer or applicant was knowingly concerned in the contravention, it may impose on him a penalty of such amount as it considers appropriate.
 
      (3) If the competent authority is entitled to impose a penalty on a person under this section in respect of a particular matter it may, instead of imposing a penalty on him in respect of that matter, publish a statement censuring him.
 
      (4) Nothing in this section prevents the competent authority from taking any other steps which it has power to take under this Part.
 
      (5) A penalty under this section is payable to the competent authority.
 
      (6) The competent authority may not take action against a person under this section after the end of the period of two years beginning with the first day on which it knew of the contravention unless proceedings against that person, in respect of the contravention, were begun before the end of that period.
 
      (7) For the purposes of subsection (6)-
 
 
    (a) the competent authority is to be treated as knowing of a contravention if it has information from which the contravention can reasonably be inferred; and
 
    (b) proceedings against a person in respect of a contravention are to be treated as begun when a warning notice is given to him under section 90.
Warning notices.     90. - (1) If the competent authority proposes to impose a penalty on a person under section 89, it must give him a warning notice.
 
      (2) A warning notice must-
 
 
    (a) state the competent authority's reasons for its proposed action;
 
    (b) state the amount of the proposed penalty; and
 
    (c) indicate the right of appeal available to the person to whom the notice applies.
      (3) If the reasons given by the competent authority relate to matters which may, in its opinion, be materially prejudicial to another person in any business, office or employment, it must give that other person a copy of the notice given under subsection (1).
 
Statement of policy.     91. - (1) The competent authority must prepare and issue a statement ("its policy statement") of its policy with respect to-
 
 
    (a) the imposition of penalties under section 89; and
 
    (b) the amount of penalties under that section.
      (2) The Authority's policy in determining what the amount of a penalty should be must include having regard to-
 
 
    (a) the seriousness of the contravention in question in relation to the nature of the requirement contravened;
 
    (b) the extent to which that contravention was deliberate or reckless; and
 
    (c) whether the person on whom the penalty is to be imposed is an individual.
      (3) The competent authority may at any time alter or replace its policy statement.
 
      (4) If its policy statement is altered or replaced, the competent authority must issue the altered or replacement statement.
 
      (5) In exercising, or deciding whether to exercise, its power under section 89 in the case of any particular contravention, the competent authority must have regard to any policy statement published under this section and in force at the time when the contravention in question occurred.
 
      (6) The competent authority must publish a statement issued under this section in the way appearing to the competent authority to be best calculated to bring it to the attention of the public.
 
      (7) The Authority may charge a reasonable fee for providing a person with a copy of the statement.
 
      (8) The competent authority must, without delay, give the Treasury a copy of any policy statement which it publishes under this section.
 
Statements of policy: procedure.     92. - (1) Before issuing a statement under section 91, the competent authority must publish a draft of the proposed statement in the way appearing to the competent authority to be best calculated to bring it to the attention of the public.
 
      (2) The draft must be accompanied by notice that representations about the proposal may be made to the competent authority within a specified time.
 
      (3) Before issuing the proposed statement, the competent authority must have regard to any representations made to it in accordance with subsection (2).
 
      (4) If the competent authority issues the proposed statement it must publish an account, in general terms, of-
 
 
    (a) the representations made to it in accordance with subsection (2); and
 
    (b) its response to them.
      (5) If the statement differs from the draft published under subsection (1) in a way which is, in the opinion of the competent authority, significant, the competent authority must (in addition to complying with subsection (4)) publish details of the difference.
 
      (6) The competent authority may charge a reasonable fee for providing a person with a copy of a draft published under subsection (1).
 
      (7) This section also applies to a proposal to alter or replace a statement.
 
Notice for payment.     93. - (1) If the competent authority imposes a penalty on a person under section 89, it must give him a notice under this section (a "notice for payment").
 
      (2) A notice for payment must-
 
 
    (a) be in writing; and
 
    (b) require the person concerned to pay the penalty to the competent authority before the end of such period as may be specified in the notice.
      (3) The specified period may not be less than 30 days beginning with the date on which the notice for payment is given.
 
      (4) If all or any of the amount payable under a notice for payment is outstanding at the end of the specified period, the competent authority may recover the outstanding amount as a debt due to it.
 
 
Miscellaneous
Obligations of issuers of listed securities.     94. - (1) Listing rules may-
 
 
    (a) specify requirements to be complied with by issuers of listed securities; and
 
    (b) make provision with respect to the action that may be taken by the competent authority in the event of non-compliance.
      (2) If the rules require an issuer to publish information, they may include provision authorising the authority to publish it in the event of his failure to do so.
 
      (3) This section applies whenever the listed securities were admitted to the official list.
 
Appointment by competent authority of persons to carry out investigations.     95. - (1) Subsection (2) applies if it appears to the competent authority that there are circumstances suggesting that-
 
 
    (a) there may have been a breach of listing rules;
 
    (b) a person who was at the material time a director of an issuer of listed securities has been knowingly concerned in a breach of listing rules by that issuer;
 
    (c) a person who was at the material time a director of a person applying for the admission of securities to the official list has been knowingly concerned in a breach of listing rules by that applicant;
 
    (d) there may have been a contravention of section 82, 84 or 96.
      (2) The competent authority may appoint one or more competent persons to conduct an investigation on its behalf.
 
      (3) Part XI applies to an investigation under subsection (2) as if-
 
 
    (a) the investigator were appointed under section 163(1);
 
    (b) references to the investigating authority in relation to him were to the competent authority;
 
    (c) references to the offences mentioned in section 164 were to those mentioned in subsection (1)(d);
 
    (d) references to an authorised person were references to the person under investigation.
 
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