CHAPTER 2

ADMINISTRATION

The Board

2.01 The management and control of GASCI shall be vested in the Board.

Functions of the Board

2.02 The Board shall have the power to administer, manage, formulate and give directions in relation to the affairs of GASCI.

2.03 Without prejudice to rule 2.02 the following powers shall be vested in the Board, to be exercised in such manner, on such terms and at such times as it shall see fit -
(a) to determine applications for membership of GASCI;
(b) to appoint any person to be a member of a committee formed for general or specific tasks for such duration as it sees fit, and to remove him there from;
(c) to give directions to the General Manager and any committee in accordance with these rules;
(d) to vary, supplement or discharge, whether wholly or in part, any decisions that may be reached by the General Manager or any of the committees on such terms as it sees fit;

(e) to delegate any of its powers to any person including the General Manager and any of the committees and to revoke such delegation;
(f) to interpret any provision in these rules and the validity of any act made pursuant thereto in the event of any dispute or difference over such rules;
(g) to give and issue directions in the form of circulars to members from time to time for the purpose of enforcing or implementing the articles and these rules;
(h) to order an investigation into the affairs of any member or an representative suspected of having violated any of the provisions of these rules and for this purpose, to inspect and demand the production of all books, accounts, records and any other documents which it may deem necessary and to engage an accountant or any other person to assist in the investigation;
(i) to reprimand, fine, suspend or expel any member or representative and to exercise such other disciplinary measures as are provided in these rules;
(j) to suspend all or part of any trading activity in the event of an emergency and to take such remedial action as it thinks fit;
(k) to grant, suspend or revoke the trading privileges of any member or representative;
(1) to appoint or remove the General Manager;
(m) to enforce any directions given by the Council or an authorised officer of the Council;
(n) to determine the admission of securities to the Official List;
and
(o) to exercise such other powers as are necessary to enforce these rules.

Committees

2.04 The Board may establish such committees, standing or ad hoc, as it sees fit.

2.05 The Board may appoint any person to be a member of a committee whether that person is a member or not; provided that at least one member shall be appointed in respect of every committee.

2.06 All members of a committee shall vacate office one year after their appointment unless they are re-appointed by the Board.

2.07 The Board may fill any casual vacancies that may occur in a committee by reason of resignation, retirement or otherwise.

2.08 Any reference or assignment to a committee and every appointment under rule 2.05 or 2.07 may be withdrawn or revoked by the Board at any time, and no such reference or appointment shall prevent the performance by the Board of any of its functions.

Proceedings of committees

2.09 A committee may elect any of its members to be chairman and may regulate its own procedure and business; in the exercise of its powers a committee shall be subject to and act in accordance with any direction given to it by the Board.

2.10 Meetings of a committee shall be held at such times and places as the chairman of that committee may, subject to rule 2.09, determine.

General Manager

2.11 The General Manager, who shall not be a member or an officer or employee of a member, shall be appointed by the Board and shall hold office upon such terms as may be prescribed by the Board. The General Manager shall have the general supervision of and be responsible for the day to day management of GASCI and supervision of members as provided in these rules.

2.12 The General Manager shall carry out the directions, orders and decisions of the Board or of any of the committees.

2.13 The General Manager shall, subject always to the overriding right and power of the Board, hold and exercise all such powers vested in the Board and committees as shall not have been conferred upon and expressly required to be exercised by the Board.

2.14 Without prejudice to rule 2.13 and any other provisions in these rules expressly conferring power upon the General Manager, the General Manager shall have such powers as the Board or any committee may confer upon him including, in particular, the following powers:
(a) to supervise trading activities, the clearing and settlement of trades, and to take all necessary steps to maintain orderly and efficient trading in accordance with these rules, and to suspend trading in any issue of securities or by any member as provided for in these rules or as directed or authorised by the Board, any committee or the Council;
(b) to be responsible for the employment of staff of GASCI;
(c) to report periodically to the Board on all matters concerning GASCI or on such occasions as may be expedient;
(d) to scrutinise and manage all matters relating to membership, including applications for membership;
(e) to ensure good order and behaviour in GASCI premises and for this purpose, to refuse entry to any person and to remove, or deny access to, any person from GASCI premises or trading systems; and
(f) to attend all meetings of the committees.