The Cayman Islands Stock Exchange

Address (Location)	4th Floor Elizabethan Square George Town Grand Cayman
Mailing Address	Cayman Islands Stock Exchange P.O. Box 2408 Grand Cayman KY1-1105 Cayman Islands
Telephone	+1 (345) 945-6060
Fax	+1 (345) 945-6061
Website	www.csx.com.ky
Email	csx@csx.com.ky
Hours	8:30 a.m. - 5:00 p.m., Monday to Friday
Council Members	Anthony B. Travers (Chairman), Deborah Drummond (Vice Chairman), James Bergstrom, Roisin Cater, Harry Chisholm, Sheree Ebanks, Charles Farrington, Barry Smith, Jude Scott, Valia Theodoraki (CEO), Canover Watson.

Background

The CSX was established under The Cayman Islands Stock Exchange Company Law, 1996 (the “Law”) as a private limited company. Under the Law, the CSX has the sole and exclusive right to operate one or more securities markets in the Cayman Islands. The purposes of the CSX, as defined in the Law, “…are to engage in and carry on the business of establishing and operating one or more securities markets for the listing and trading of securities, which business shall include the admission of persons as Exchange members entitled by reason of membership of the Exchange to engage in the listing and trading of securities through the facilities made available by the Exchange for such purpose”.

The specific regulatory objectives of the CSX are to:

protect investors and the public interest and prevent unfair discrimination between customers, issuers or broker members;
ensure that broker members deal honestly and fairly with investors, and have sound finances and management;
ensure that business is conducted in an orderly manner and so as to afford proper protection to investors;
ensure the effective monitoring and enforcement of compliance of broker members with its rules; and
promote and maintain high standards of integrity and fair dealing in the carrying out of business by broker members.

Organisational Structure

The Law confers self-regulatory powers on the CSX as an exchange, subject to supervision and regulation by the Stock Exchange Authority. The Stock Exchange Authority is an autonomous body established as the dedicated regulator for the CSX under the Law. The Authority has statutory responsibility for the policy, regulation and supervision of the Exchange.

The Financial Secretary of the Cayman Islands Government is the chair of the Authority. Its executive board, appointed by the Governor of the Cayman Islands, comprises in addition to the Financial Secretary, the Head of the Cayman Islands Monetary Authority, the Attorney General, the Deputy Financial Secretary and the Head of the Government’s Economic and Statistics Department.

The Authority appoints the members of the Exchange’s Council that is responsible for administering the business affairs and day-to-day operations of the Exchange. The Council comprises eleven senior professionals, nine of whom are drawn from the private sector. The Assistant Financial Secretary and the Chief Executive Officer of the CSX also are members of the Council.

Rule-making and policy development by the Exchange, including any changes to pre-existing rules and policies, is effected in consultation with the Authority and is subject to the Authority’s written approval. The Authority has the statutory authority to require the Exchange to make, rescind or amend any of its rules.

The Council has delegated its powers and functions for listing matters to the Exchange’s listing committee and for trading and membership matters to the Exchange’s membership committee, subject to the appeals procedures set out in the rules. The committees are made up of all members of the Council who may, subject to any conflict of interest, participate in all listing and membership committee meetings. The quorum for committee meetings is three.

In the first instance, all listing applications are dealt with by the listing staff of the CSX and all broker member applications as well as compliance and enforcement matters are dealt with by the market regulation staff of the CSX, who report to the applicable committee.

Listing

The admission of securities to listing on the CSX is governed by the CSX’s Listing Rules, which also provide detailed requirements for the continuing obligations of issuers, the enforcement of those obligations and the suspension and cancellation of listing. The Listing Rules can be viewed on this website under “CSX Listing”-“Listing Rules and Forms”.

The CSX also has rules governing takeover bids and substantial acquisitions of shares (“Code on Takeovers and Mergers”) and has adopted the Model Code of Conduct for Directors, Managers and Employee Insiders. The purpose of the Model Code is to ensure that persons discharging managerial responsibilities and employee insiders do not abuse, and do not place themselves under suspicion of abusing, inside information that they may have, especially in periods leading up to an announcement of the issuer’s results. Both the Code on Takeovers and Mergers and the Model Code can be viewed on this website under “CSX Listing”-“Listing Rules and Forms”.

Listing Funds

The CSX is the leading offshore exchange in a North American time zone for the listing of mutual funds and hedge funds with approximately 2,000 fund listings to date. A CSX listing is an inexpensive, efficient and effective way to add credibility, marketing value and a higher profile to a fund offering. Advantages to listing a fund on the CSX include: * enhanced access to institutional capital, particularly to institutional investors who may face legal or internal constraints on investing in unlisted securities; * listing rules that are tailored to accommodate the latest structures and products, do not impose unnecessarily onerous conditions and restrictions and are not bound by the EU Prospectus Directive; * UK HMRC recognized status that qualifies CSX listed securities for investment by UK personal pension plans; and * a listing process that is streamlined and cost competitive.

Listing Debt

The CSX also is the leading offshore exchange in a North American time zone for the listing of specialist debt securities, Eurobonds and insurance and risk-related securities, with approximately 1,000 such listings to date. Advantages to listing debt on the CSX include: * enhanced access to institutional capital, particularly to institutional investors who may face legal or internal constraints on investing in unlisted securities; * HMRC recognized status that permits the payment of interest and dividends without withholding tax; * listing rules that are tailored to accommodate the latest structures and products, do not impose unnecessarily onerous conditions and restrictions and are not bound by the EU Prospectus Directive; and * a listing process that is streamlined and cost competitive. If you wish to discuss listing on the Exchange, please contact the CSX Listing Department directly at csx@csx.com.ky. All CSX listing rules and other regulations and forms are accessible for review on the CSX website at www.csx.com.ky.

Membership

The admission and ongoing business activities of broker members of the CSX are governed by the CSX’s Broker Membership Rules. The Broker Membership Rules include comprehensive member conduct rules as well as market conduct rules. In order to qualify as a broker member of the Exchange, an applicant must satisfy the CSX that it meets the criteria set out in the Exchange’s Broker Membership Rules. The Broker Membership Rules require that broker members comply with the stringent anti-money-laundering legislation enacted in the Cayman Islands, including the implementation of appropriate KYC procedures, and provide for sanctions should they fail to meet the legislated requirements. Broker members are required to file, for review by Exchange staff, monthly capital adequacy reports, annual audited financial statements and an annual compliance report that reviews the effectiveness of compliance and monitoring procedures and identifies any areas of concern. Broker members also are subject to periodic onsite inspections by Exchange staff to review compliance with the Exchange’s membership rules.

The Broker Membership Rules include market conduct rules that require that CSX broker members have appropriate compliance procedures in place to identify and address various abusive trading practices, including insider trading and market manipulation, and provide for specific prohibitions against, and disciplinary provisions for, the involvement of the Exchange’s broker members in abusive trading practices. The Exchange has been a member of the Intermarket Surveillance Group (“ISG”) since 2001 and its market conduct rules meet ISG membership requirements. The Membership Rules can be viewed on this website under “CSX Membership”-“Broker Membership Rules and Forms”.

Only CSX broker members may access the trading facilities of the CSX. A broker member admitted to trade in securities listed on the Exchange also must be licensed for trading in securities by the Cayman Islands Monetary Authority. Only CSX registered employees of broker members with trading access are permitted to enter orders using the trading system’s password protected order entry screens. The CSX assigns passwords directly. The Exchange's trading and settlement system is electronic and web-based and offers the Exchange's broker members an easily accessible and transparent means of posting quotations and conducting and settling trades in listed securities. Trades by the Exchange’s broker members in equities with a primary listing on the Exchange are required to be conducted through the Exchange’s trading system.

If you wish to be considered for broker membership, please contact the CSX Markets and Compliance Department directly at csx@csx.com.ky. All CSX broker membership rules and forms are accessible for review on the CSX website at www.csx.com.ky.

Freedom of Information

Introduction

As a public authority, the Cayman Islands Stock Exchange is committed to openness, transparency and serving the public interest in compliance with the Freedom of Information Law, 2007. The Freedom of Information (FOI) Law was passed on 19th October 2007 and comes into effect in January 2009. It gives the public a right of access to all types of records held by public authorities, but also sets out some exemptions from that right.

FOI contact information
Information Manager	Mr. Gerry Halischuk
Address (Location)	4th Floor Elizabethan Square George Town Grand Cayman
Mailing Address	Cayman Islands Stock Exchange P.O. Box 2408 Grand Cayman KY1-1105 Cayman Islands
Telephone	+1 (345) 945-6060
Fax	+1 (345) 945-6061
Email	FOI@csx.com.ky

How to make a request for information

If you wish to request information from the Cayman Islands Stock Exchange, you should initially look at our website at www.csx.com.ky to see if the information you seek has already been published.

If you wish to make a request for information then you should contact the Information Manager (see the contact details above) in writing by letter, facsimile or e-mail.

Requests must be in writing (letter, facsimile or e-mail) and must include your name and an address (either postal or e-mail). Please be as specific as possible about the information you would like, as this will help us to respond promptly. Where possible, please include a contact telephone number so we can call to discuss your request if necessary.

We will respond to your request promptly. The FOI Law requires public authorities to respond within 30 calendar days, allowing an extension of an additional 30 calendar days if needed. We will always acknowledge receipt of FOI requests made to our address and we will let you know if we need to extend the deadline. For detailed advice on information that is exempt from disclosure under the FOI Law, please see the FOI Unit website.

Fees associated with a request for information

There is no application fee and no fee for attending at the offices of the Cayman Islands Stock Exchange to look at a record requested under FOI. However, a requestor may be required to pay for copying or change of format costs. Details concerning costs and payment are contained in the FOI Regulations which are available on the FOI Unit website.

Appeals

Internal review

If you make a request under the FOI Law and are not satisfied with our response, you are entitled to an internal review. If you believe you are entitled to an internal review, please put your appeal in writing and either e-mail or post it to the Information Manager. Include your name, address, telephone number and the reference number at the top of our letter or e-mail to you. You have 30 calendar days from the date of receipt of a refusal to request an internal review. Please explain why you would like us to review our original response.

Under section 33 of the FOI Law, you may ask for an internal review of a response to your request if any of the following things happened:

a. you were refused access;
b. you were granted partial access to the record(s) specified in your application;
c. your request was deferred;
d. there was a refusal to amend or annotate an official document containing personal information; or
e. a fee was charged for action taken or if you disagree with the amount of the fee charged;

and the decision was taken by a person other than the responsible Minister, Chief Officer or Principal Officer of the public authority.

Appeal to the Information Commissioner

If you are dissatisfied with the internal review of our decision, or an internal review was not available, you can seek an appeal from the Information Commissioner.