- The Securities Industry Act (SIA 1995) was proclaimed in 1997, ushering in a new regime in the securities market in Trinidad and Tobago and giving birth to the Securities and Exchange Commission (“the Commission”).
- In December 2012 the SIA 1995 was repealed and replaced by the Securities Act (SA 2012) “an Act to provide protection to investors from unfair, improper or fraudulent practices; foster fair and efficient securities markets and confidence in the securities industry in Trinidad and Tobago; to reduce systemic risk and for other related matters”. The Act was proclaimed by His Excellency, The President of the Republic of Trinidad and Tobago on December 28, 2012 and came into operation on December 31, 2012.
Vision and Mission
- Our vision is “To be an effective regulator of the capital market in which stakeholders have confidence”
- Our mission is “To administer the Securities Act to promote transparency and integrity in the capital market through a committed and competent team of professionals in order to protect investors and foster the orderly growth and development of the market”
Role and function
The Commission has three primary functions which include:
- The registration of all market actors and the securities that they offer. It does this through the Division of Disclosure Registration and Corporate Finance which registers all self regulatory organizations, securities companies, brokers, dealers, traders, underwriters, issuers and investment advisers.
- Ensuring the orderly, fair and equitable trading in the securities market. The Division of Market Regulation and Surveillance ensures that market actors comply with their continuous disclosure obligations, conducts routine surveillance of stock market activity, conducts investigations of possible breaches of the Act and conducts investigations of customer complaints against registered market actors.
- Enforcement of the legislation which governs the functioning of the industry. The Commission promotes market integrity by making and enforcing rules through the use of orders, guidelines and by-laws as well as establishing and monitoring standards in the market which include codes of conduct, prudential criteria and corporate governance.
The Commission, however, does not evaluate the merits or de-merits of any investment but seeks to ensure that sufficient information is available for an investor to make an informed decision.
The Board of Commissioners
The Act provides for the appointment of no more than nine nor fewer than five individuals to the Board of the Commission. The present Board consists of seven Commissioners:
- Professor Patrick K. Watson has been appointed as Chairman of the Trinidad and Tobago Securities and Exchange Commission effective January 30, 2012. In addition to the Chairmanship of the Commission, Professor Watson is the University of the West Indies Director of the Sir Arthur Lewis Institute of Social & Economic Studies (SALISES) and Professor of Applied Economics at the University of the West Indies, St. Augustine, Trinidad & Tobago.
- Dr. Shelton Nicholls is the former Deputy Governor, Research and Policy, at the Central Bank of Trinidad and Tobago. He was appointed to the Board of Commissioners of the Trinidad and Tobago Securities and Exchange Commission on July 22nd 2004. He is currently serving his third term.
- Ms. Marsha King is a lawyer who has been in private practice for over twenty five years. She is versed in civil practice and procedure and has handled civil appeal matters, civil matters at the magisterial level as well as civil trials in the capacity of both instructing and advocate attorney. Ms. King has been a Commissioner on the Board of the Securities and Exchange Commission since February 13th 2008 and is currently serving her second term.
- Mr. Ravi Rajcoomar an attorney for the past twenty four years has been appointed as a Commissioner with effect from 31st January 2011. He has been a member of the Criminal Bar Association since its formation and has served on several of its committees over the years. Mr. Rajcoomar is also a senior member of the Council of the Law Association of Trinidad and Tobago.
- Mr. Horace Mahara a member of the Institute of Chartered Accountants of Trinidad and Tobago is a Commissioner who has expertise in the fields of Accounting/Auditing, Sales and Marketing, Banking, Taxation, Real Estate and Financial Advisory Services. Mr. Mahara’s three year term began on January 31st 2011.
- Ms. Nalinee Khemraj, began her three year term as a Commissioner on December 19, 2012. Ms. Khemraj has over 10 years managerial experience in administration, human resource management and corporate communications. She is currently a Director and the Manager, Human Resources and Administration at Atlantic Project Consultants Limited.
- Ms. Faydia Mohammed is a practising Attorney-at-Law who obtained her Bachelor of Law Degree (LLB) and Post Graduate Diploma in the Legal Practise Course (LPC) in the United Kingdom. Her legal career includes six years in the public sector where she worked at the Ministry of the Attorney General. Ms. Mohammed is now practising commercial and corporate law at the Tourism Development Company Limited.
The Securities Act 2012
The Securities Act No. 17 of 2012 (“SA 2012”) which was proclaimed on December 28, 2012 came into force on December 31, 2012. The SA 2012 replaces the repealed Securities Industry Act of 1995.
Upon the proclamation of the SA 2012, an undertaking was made by the Honourable Minister of Finance to replace the By-laws, guidelines and rules made under the Securities Industry Act of 1995 by amended and/or new By-laws, guidelines and rules made pursuant to the SA 2012 on or before six (6) months of the proclamation of the SA 2012.
In light of this undertaking, the By-laws, guidelines, rules, fee schedules and forms are currently in the process of being revised and edited. Drafts of these By-laws, guidelines, rules, fee schedules and forms will be available for comment in March 2013.
It is intended that the finalized By-laws, guidelines, rules, fee schedules and forms will be laid in Parliament by June 2013 in keeping with the aforementioned undertaking of the Honourable Minister of Finance.
The general public shall be notified when these By-laws, guidelines, rules, fee schedules and forms have been finalized and published.
The new Legislation and the proposed amended and/or new By-laws, guidelines, rules, fee schedules and forms bring the securities regulatory regime to the level of best international practice, giving the Commission the ability to adapt to the evolving financial landscape and are guided by principles as set out by the International Organization of Securities Commissions (IOSCO).
- The Commission has in the past few years been developing, in consultation with market participants, and issuing guidelines in a number of areas in order to strengthen the regulation of the market and to keep pace with its development.
- In the period 2008 and continuing in 2009 the Commission succeeded in creating for the first time a regime for the regulation of the mutual fund industry which has grown exponentially without any regulation at all. With the passage of the Securities Act 2012, the Commission intends to convert these guidelines into By-laws within the next year.
- In 2012 the Commission launched the following Guidelines:
- Guidelines for Repurchase Agreements (Repos)
- Guidelines for Anti-Money Laundering and Combating the Financing of Terrorism (AML-CFT)
- In addition the following Guidelines are being finalised for issue:-
- Draft Guidelines on Insider Reporting;
- Draft Guidelines for Structured Products;
- Draft Guidelines for Employee Stock Compensation Plans (ESCPs);
- Draft Guidelines for Securitised Instruments.
Rules of Practice for Hearings and Settlements
- In order to improve the efficiency of the Commission’s enforcement procedures, Rules of Practice for Hearings and Settlements are implemented under the authority of Section 21 of the SA 2012.
- These Rules of Practice were developed on the authority of the now repealed SIA 1995. On May 14, 2008 they received the necessary approval by the Minister of Finance and became effective upon publication on June 13, 2008. Their validity and use are continued pursuant to the provisions of Section 21 of the SA 2012.
Stock Market Developments
The Trinidad and Tobago Stock Exchange (TTSE) has undertaken several initiatives geared towards improving the stock market infrastructure. These include among other things:
- The establishment of a central depository, the Trinidad and Tobago Central Depository (TTCD), in 2003 which has served to create a more efficient and modernized system for the clearing and settlement of securities transactions. With the introduction of the TTCD, Trinidad and Tobago moved away from a paper-based, manual system of settling securities transactions to a computerized book-entry system;
- The implementation of electronic trading on March 18, 2005;
- The introduction of a bond trading platform for Government bonds (GORTT) on January 28, 2008;
- The move from a 3-day to 5-day trading week on April 1, 2008
- The amendment of TTSE Rule 227 resulting in Volume Weighted Average Price (VWAP) being adopted as the method for determining the closing price of listed securities. With VWAP, the closing price is calculated as the total value of shares traded in the day divided by the total volume of shares traded in the same trading day. If there are no trades in the security, the closing price will be the same as the closing price of the previous day. The change to VWAP took effect from June 6, 2011;
- The execution of the Caribbean Exchanges Network (CXN) Access Agreement on June 20, 2011. As a party to the CXN Access Agreement, the TTSE has agreed to allow brokers/traders registered in Jamaica and Barbados to trade on the TTSE, subject to them meeting the registration requirements of the Commission and operating in accordance with the TTSE Rules and the securities laws of Trinidad & Tobago. Similarly, local brokers/traders can register in Jamaica and Barbados and trade on their respective Exchanges.
The Commission’s offices are located at 57-59 Dundonald Street Port of Spain.
Our PBX is 624-2991
Our fax numbers are:
- For Registration matters- # 624-8232
- For Investigation matters- # 627-0600
- For Enforcement matters- # 624-2995