NSE-Web-Prospectus-2014

shareholders but they will not have different voting rights from
the other shareholders of the Company.
13.3 Auditors for the last three financial years
Deloitte & Touche, Certified Public Accountants (Kenya) of P.O.
Box 40092-00100 Nairobi.
13.4 Board & Shareholders Authorisation for the Offer
The Offer has been duly authorized by the resolutions of the
Directors and the shareholders dated 2 April 2014 and 25 April
2014 respectively.
13.5 CMA approval of the NSE as a securities exchange
By gazette notice number 2459 dated 25 February 2014 the
CMA notified the public that the NSE is approved to conduct
the business of a securities exchange in the year 2014. Annual
notification in the Kenya Gazette by the CMA includes a list of
approved institutions (including the Company) and as a result
there is no annual approval required
13.6 Corporate Governance
The Company has independent directors, non-executive directors,
a non-executive Chairman, audit committee, nominating
committee and holds annual general meeting as required and in
a timely fashion. More than one-third of the board consists of
nonexecutive independent directors.
13.7 Extracts from the Memorandum of Association
The selected main objects of the Company are set out in clause 3
(1) to (5) and clause 3 (10) of the Memorandum of Association as
follows:
1) To promote, establish, develop, support and carry on the
business of a securities exchange and to discharge all the
functions of a securities exchange.
2) To conduct business relating to a securities exchange and in
particular:
(a) To provide, maintain and regulate suitable premises and
facilities for conducting all the business of a securities
exchange;
(b) To provide the platform for the trading of securities and
other financial products;
(c) To carry on the business of providing, operating and
maintaining a stock and securities clearing house and
registry in compliance with the provisions of the capital
markets laws, including to provide clearing and
settlement services in respect of transactions in
securities and to formulate, amend and administer, and
take appropriate action pursuant to the rules governing
the provision of such and other services;
(d) To provide the platform for the trading of derivatives
including but not limited to swaps, futures and options;
(e) To carry on the business of providing, operating and
maintaining clearing house facilities for a derivatives
market in compliance with the capital markets laws,
including to formulate, amend and administer, and take
appropriate action pursuant to the rules regulating the
provision by the company of such clearing house
facilities;
(f) To carry on the business of providing, operating and
maintaining a platform for the trading of foreign
exchange currency and products;
(g) To carry on the business of providing information services;
(h) To join or enter into any regional and international
association of exchanges;
(i) To engage in sharing of trading platforms with other
securities exchanges;
(j) To allow dissemination of information and sell
informational products by electronic means or otherwise;
(k) To acquire, take-over or merge with any securities
exchange for the purpose of maximizing international
business competitiveness;
(l) To conduct the business of a training institute either by
itself or in collaboration with other securities exchange
or body;
(m)To facilitate the sale and purchase of any shares, stocks
or securities on or for any monetary or mercantile
transaction and as statutory managers, central
depository agents, administrators and agents.
3) To promulgate, administer and enforce rules in furtherance
of the business of the securities exchange including:
(a) The creation, development and maintenance of a
platform for listing and trading of securities;
(b) Creation, development and regulation of financial
products including but not limited to, futures, tradeable
and quoted price indices, swaps, options, exchange
traded bonds, venture capital bonds and other financial
products;
(c) Creation, development and regulation of an over-thecounter
market (OTC) for securities;
(d) Facilitation of trading of infrastructure and municipal
bonds as may be issued from time to time;
(e) Creation, development and regulation of a small and
micro enterprises exchange (SMEX);
(f) Creation, development and regulation of a commodities
exchange;
(g) Development of tradeable price indices;
(h) All other products that a securities exchange may
develop and operate.
4) To exercise the functions of a self-regulatory organization
and in this regard to formulate rules relating to:
(a) the admission, regulation, supervision, inspection,
surveillance, disciplining, sanctioning, suspension and
expulsion of trading participants, listed entities and
other issuers of securities;
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