Warning Sovereign Order 13.184 has been amended by Sovereign
Order 14.966 of July 27, 2001
With reference to:
- Article 68 of the Constitution of December 7, 1962;
- Law 1.194 of July 9, 1997 relative to portfolio securities management and related stock exchange activities;
- The deliberation of the Government Council dated July 23, 1997 communicated to us by our Minister of State;
We have ruled and rule:
Section I - Minimum Amount of Company Capital
The minimum amount of capital of the corporations mentioned in Article 2-2 of the Law are set at:
- 3 million francs for those having management activities in securities and term financial instruments;
- 2 million francs for those engaged in placing orders on financial markets or counseling and assisting;
However, this amount can be reduced to 1 million francs if at least 50% of the capital of the corporation is held by a firm listed in Article 2-1 of the aforesaid law or by an insurance or reinsurance company provided said firms or companies have a capital of at least 15 million francs.
A branch of a foreign company needs to show financial considered as equivalent to those mentioned in the above article.
Section II - Constitution of the Approval
A file submitted to the Minister of State by the corporations listed in Article 2-2 of the Law must, notably, indicate:
1 - The identity and qualifications of those who contribute capital, directly or indirectly, individually or through corporations;
2 - The premises in which the activity will take place and the rental agreement if the company is not the owner thereof;
3 - An exhaustive description of the various activities the company intends to have as well as an indication of the instruments and markets it wants to work on and its contemplated commercial policies;
4 - The identity of those, at least two, in fact responsible for the orientation and management of the company;
If these managers have other activities, individually or through another corporation, whether or not linked to the company seeking acceptance, the nature and conditions of such activities will need to be indicated;
5 - The total number of employees on the payroll, as well as a detailed organizational chart showing those in charge of the various activities and the hierarchical levels of the company.
If persons not directly employed by the company are to intervene in the management of clients' portfolio securities management, the organization they work for will need to be indicated.
6 - All management delegations given to other organizations.
It being understood that the responsibility of the grantor remains total, the delegation agreement must indicate:
- The type of authority so given, its extent and term;
- The quantitative as well as qualitative means of the grantee;
- The mode of compensation of the holder of the delegation;
- The means of information of the grantor by the grantee, notably in case of malfunction;
- The means of control set by the grantor;
- The conditions for rescission of the delegations;
A presentation of the establishments having delegation will be attached to the acceptance file.
7 - The intermediaries in charge of the execution of orders;
8 - The procedures established for following and controlling the management of the portfolios, appropriate to the nature of the activities;
9 - The models of management authority proposed to clients;
The Minister of State may request from the applicant any and all further information he needs to take his decision.
Section III - Management Delegations
Any individual portfolio management authority requires the establishment of a written agreement mentioning the obligations of the service-provider (hereafter the "Agent") towards his principal.
The agreement is written in duplicate and signed for approval by the principal and for acceptance by the agent. One copy is required to be given to the principal.
Before the management authority is signed, the agent must enquire about the goals, experience in matters of investments and the financial situation of the client. The services proposed must be adapted to his financial situation.
The principal is given all necessary information in order for him to knowingly give his assets to management.
The management authority must at least mention:
- The management aims;
- The categories of financial instruments the portfolio can be made of;
- In what ways the client will be informed about the management of his portfolio;
- The term and the conditions of renewal and cancellation of the authority;
- The mode of payment of the agent.
Whenever the authority allows operations with a "lever effect", a specific and explicit consent needs to be signed by the client, stating the terms and conditions of the operations and of his information.
The authority must show the risks pertaining to some operations.
The agent is not allowed to delegate any part of the portfolio securities management without having received the prior agreement of the principal.
The management authority may be terminated at any moment by one or the other party by registered letter with receipt.
In addition to the notification of the other party, the party initiating the termination must at the same time notify the financial firm holding the account.
The termination initiated by the client takes effect when the agent receives the registered letter. From that moment on, the agent is no longer capable of making any new decisions concerning the portfolio. However, the agent needs to complete ongoing operations on forward financial and conditional markets if the client doesn't expressly oppose the same.
The agent may not terminate the management authority before he has completed the ongoing operations unless the client expressly agrees. The termination by the agent is effective within five open market days starting from the day the client is advised by a registered letter. If the client wishes the delay to be shortened, he may so notify the agent in writing.
At the latest on the day the termination is effective, the agent draws up a statement of the portfolio and establishes a management report showing the results since the latest report. He gives all the information needed by the principal on the nature of the portfolio's open positions.
Section IV -Processing Client Orders
The companies qualified to carry on the activities listed in Article 1-1 and 1-2 of the law must obtain the best execution of orders possible. They must also see that the time of execution be made as short as possible between the moment they are registered and the moment the operation is executed and accounted for.
The companies so qualified must set up an internal organization so as to be able to report in detail the source and forwarding of the orders, especially concerning the individualization of the operations executed.
If, for a same client, the activities of portfolio management and of forwarding of orders are to be executed jointly, the companies referred in the preceding paragraph must ask the holder of the account to open separate accounts in his books.
A chronological recording process of orders must be created and held by the companies mentioned in Article 9 hereof.
This process is required from the receipt of the order given either by the client or by a person entitled to do so within the company.
The process must show the date of reception and the nature of the order, as well as the date of transmission for execution to authorized agents.
Before they are executed, the conditions under which orders are transmitted must be notified to the clients.
Section V - Report of Annual Activity
The report of annual activity referred to in Article 13 of the Law is issued at the end of each financial year by the qualified Company.
It includes, notably, the amount of assets managed by it and the number of its managed accounts, as well as a detailed analysis of the results of the company and of the factors explaining these results.
The annual activity report also shows any modification which occurred during the preceding financial year and relating to:
- the percentage of each activity carried under the laws;
- the size of the staff and/or technical means of the company;
- the different levels of management delegations and sub-delegations;
- the names of the managers;
- the distribution ownership of the capital of the Company.
Section VI -The Management Control Commission
The Control Commission referred to in Article 16 of the Law is composed of:
- The Director of the Budget and Treasury or his representative;
- The President of the Monaco Bank Association or his representative;
- The President of the Order of the Certified Public Accountants or his representative;
- Three members chosen for their qualifications, appointed by a sovereign ruling for a 3-year renewable period.
The Control Commission elects its President within its membership.
A Magistrate appointed by the Director of Legal Services will attend the meetings of the Control Commission as an observer.
The secretaryship is assured by the Department of Public Finance and Economic development.
The Control Commission meets upon the call of its President. The notice shows the agenda and must be sent to members at least ten days before the meeting date. Decisions are taken by a majority of the members present. They are registered in minutes signed by both the President and the session secretary. The President's vote is preponderant in case of division.
Without prejudice to the advice it is required to give and the investigations it must make pursuant to the Law 1.194 of July 9, 1997, the Control Commission may also be consulted by the Minister of State on the application of the Law and of the Regulations adopted pursuant hereto.
After the President of the Control Commission has gathered information and documents, or proceeded to the hearings contemplated by Articles 16 and 19 of the Law, he advises the Minister of State of the comments to be addressed to a portfolio management company.
The following are not allowed to give their advice within the Control Commission:
- the President of the Order of Certified Public Accountants if he is an auditor for a company examined by the Control Commission;
- any member of the Control Commission who is a shareholder or member of a board of directors or staff of a company examined by the Control Commission.
The Secretary of State, the Director of Judicial Services and the Minister of State are, in-so-far as they are concerned, in charge of the publication and enforcement of this Order.
Signed in our Palace in Monaco, on September sixteen 1997