Chapter Four The Board of Directors

Article (13)	A-	The Center shall be managed by a Board of Directors consisting of five members.
	B-	The Board of Directors shall consist of the following:

	1.	One member representing Brokers and companies licensed to perform custodial activities.
	2.	One member representing the rest of the Center’s Members not included in Sub-Paragraph (1) of Paragraph (B) of this Article and not licensed as Financial Brokers, Dealers or Custodians.
	3.	Three members of the private sector with experience in legal, financial and economic fields appointed by the Board.

	C-	The members of the Board of Directors referred to in Sub-Paragraphs (1) and (2) of Paragraph (B) of this Article shall be elected by the General Assembly by the majority of the votes by secret ballot.
	D-	The elected Board of Directors Member shall name natural person to represent them in the Board of Directors, who must meet representative conditions set in these by-law within a month of the date of its election or from the date of ending its representative services for any reason ,otherwise the elected Board of Directors member is deemed to have lost Board of Directors membership .
	E-	The Board of Directors shall, in its first meeting, elect a chairman and deputy chairman from among the members appointed by the Board.
	F-	No person shall serve both as a member of the Center’s Board of Directors and a member of a Market's board of directors.
	G-	The term of the Board of directors shall be three years .No member shall be elected or designate for more than two consecutive terms.
	H-	The Chief Executive Officer shall attend the meetings of the Board of Directors and participate in the discussions without having the right to vote.
	I-	The Board of Directors shall appoint a secretary from among the Center’s employees, specify his obligations and remuneration for this task.


Article (14)	The Member shall be represented in the Board of Directors by a natural person who must meet the following conditions:

	A-	A chairman, a member of the board of directors, or a chairman or a board member of the management committee or a general manager or a deputy general manager or an assistant general manager at the member.
	B-	Enjoy full legal capacity.
	C-	Be at least thirty years old.
	D-	Have the first university degree at least.
	E-	Have not been convicted of any crime, misdemeanor, punitive penalty involving moral or trust, or his service in any post has been ended or terminated for such reasons. The Board may take all necessary measures to ensure the fulfillment of this condition and its resolution in this regard is considered final.

Article (15)	A-	The nomination for the membership of the Board of Directors shall be in the name of the Member.
	B-	The nomination for the membership of the Board of Directors shall be opened before fifteen days from the date of the General Assembly’s meeting specified for the elections and the nomination shall be closed a week before that date.
	C-	Each Member who wishes to be nominated for the Board of Directors’ membership shall fill the Center’s nomination form and return it to the Board of Directors at least seven days before the General Assembly’s meeting. The form is to be signed by the authorized signatory of the Member.
	D-	Each Member which presents its nomination and wishes to withdraw it shall notify the chairman of the Board of Directors in writing.
	E-	The chairman of the Board of Directors shall distribute a list of the member candidates to the Members before three days at least from the date of the General Assembly’s meeting.
	F-	The ballot paper shall be divided into two lists, the voter shall name in one ballot paper a candidate to represent the Broker and Custodian and in the other list, the voter shall name one candidate to represent the rest of the Center’s Members who are not licensed as Brokers, Dealers or Custodians..
	G-	The ballot paper which contains more names than the number of seats of the Board of Directors for any of the two categories referred to in Sub-Paragraphs (1) and (2) of Paragraph (B) of Article (13) shall be cancelled.
	H-	The candidates who obtain the highest votes in each category shall be considered the elected member of the Board of Directors, if more than one candidate of the same category obtains the same numbers of votes, re-election is carried out between those members and if the number of votes is the same in the second time, then a lot shall be cast between them.

Article (16)	A-	The chairman of the Board of Directors is the Center’s official representative vis-a-vis all authorities. The chairman shall perform the powers assigned to him in accordance with the by-laws, instructions and resolutions issued by the Board of Directors. He may delegate any of his powers to his deputy or any member of the Board of Directors.
	B-	The deputy chairman of the Board of Directors shall assume the powers of the chairman of the Board of Directors when the latter is absent or his position becomes vacant. If the chairman of the Board of Directors and his deputy are absent or their positions become vacant, the Board of Directors shall designate one of its members to assume the powers of the chairman of the Board of Directors.
	C-	The Board of Directors shall hold its meetings at the Center’s headquarters unless the invitation for the meeting specifies otherwise.
	D-	The Board of Directors shall meet at least six times every year and whenever it is deemed necessary, upon the invitation of its Chairman.
	E-	The chairman shall invite the Board of Directors for a special session upon a written request by three or more of its members within a week of submitting the request. The request is to contain the issues to be discussed in such meeting..
	F-	The chairman of the Board of Directors may in emergency cases that require holding an urgent session forward an invitation verbally or by phone. In this case, the meeting must be held within twenty-four hours at the most.
	G-	The quorum of the Board of Directors shall be considered legal if attended by at least four of its members. The chairman or the deputy chairman in the absence of the chairman shall be present.
	H-	The resolutions of the Board of Directors are taken by the majority of the members present and if the votes are equal, the side with which the chairman of the meeting votes shall prevail.
	I-	The deliberations of the Board of Directors shall be recorded in the minutes of meeting of the session and its resolutions shall be recorded in a special register and signed by all the attending members. Each member opposed to any resolution adopted by the Board of Directors shall record his objection in the minutes of meeting of the session and in the register of the Board of Director’s resolutions.
	J-	The chairman of the Board of Directors may invite any individual with certain experience to attend any of the Board of Directors’ sessions. Such an individual shall not have the right to vote.

Article (17)	A-	The services of the representative of any member in the Board of Directors shall be terminated upon a resolution of the Board of Directors in any of the following cases:

	1.	The assumption of a ministerial post or any other official post in any governmental agency.
	2.	The failure to attend three consecutive meetings of the Board of Directors without an excuse accepted by the Board of Directors or the failure to attend five consecutive meetings regardless of the reasons.
	3.	The loss of his legal capacity or his inability to perform his work.
	4.	The termination of his services with the Member.
	5.	His conviction of any crime, misdemeanor or punitive penalty involving moral or trust.
	6.	The declaration of his bankruptcy.
	7.	The loss of any membership condition by the Member that he represents.

	B-	Paragraph (A) of this Article, with the exception of Sub-Paragraphs (4) and (7), shall apply to the members appointed by the Board. The resolution of the Board of Directors shall be subject to the Board’s approval. The Board shall have the right to terminate the membership of any of the members appointed by it.
	C-	The membership for Board of Directors member shall terminate if its representative services were terminated twice according to the provisions of article (2/A) during his membership.
	D-	The membership of the Member in the Board of Directors shall be suspended if the company is suspended from conducting its operations for a maximum period of three months. If the period exceeds that, then the position of this company shall be considered vacant.
	E-	The membership of the Member in the Board of Directors shall terminate if the Member submits its written resignation or permanently suspends its operations for any reason whatsoever.

Article (18)	A-	If a Member wishes to replace its representative in the Board of Directors at any time within its membership period or if its representative dies or his services are terminated for any reason whatsoever before the end of the membership period of the Member, the Member shall appoint a substitute that fulfills the membership conditions.
	B-	If the position of any elected member of the Board of Directors becomes vacant before the end of its membership period for any reason whatsoever, the Board of Directors shall appoint a substitute. This alternate shall be presented to the General Assembly in the forthcoming meeting for approval or to elect another member to occupy this vacancy. If the position of the members appointed by the Board becomes vacant, an alternate shall be appointed in the same way in which he was appointed.
	C-	The chairman and the members of the Board of Directors shall continue to exercise their duties after the end of their term until new members are elected to replace them and for a period not exceeding six months.


Article (19)	The Board of Directors shall assume the following authorities and responsibilities:

A-

Establish the Center’s general policy to guarantee the management and development of its operations and activities including the following:

	1.	Adopt all the necessary measures to observe the implementation of the Law in relation to the Center’s operations, the by-laws, instructions and relevant resolutions issued pursuant thereto.
	2.	Monitor the operations of the Center to achieve its objectives.
	3.	Approve the Center’s budget and supervise its execution.
	4.	Prepare and present the balance sheet and financial statements to the General Assembly.
	5.	Establish rules regulating the assistance of the necessary experts for the due operation of the Center.
	6.	Establish the training policy for the Center’s employees.
	7.	Appoint an external auditor to audit the Center’s accounts and determine his fees.
	8.	Appoint a lawyer or more for the Center and determine his fees.
	9.	Borrow the necessary funds to manage the Center and with the approval of the Board.

B-

Present the Center’s internal by-laws and instructions related to dealing in securities to the Board for approval, before being enforced, including those related to the following:

	1.	The procedures for registration of securities, transfer of their ownership, and clearance and settlement of the trading contracts related thereto.
	2.	Specification of the rights and obligations of the parties involved in the securities clearing, settlement and ownership transfer processes.
	3.	The time of the vesting of rights of creditors of the parties to securities trades, including rights with respect to both the cash or cash equivalents and the securities involved, as a result of the process of sale, purchase or ownership transfer.
	4.	Information, data, and records that are considered confidential and the persons authorized to have access thereto, by virtue of their job.
	5.	Information, data and records that the Center must disclose and the information, data and records that are accessible to the public for viewing and copying.
	6.	Standards of professional conduct applicable to the members of the Center, members of the Board of Directors, to the Chief Executive Officer and the Center’s employees.
	7.	The administrative organization, the organizational structure and the internal by-law of the Centre's proceeds.
	8.	Determination of the remuneration for the members of the Board of Directors.
C-	Issue the necessary internal by-laws and instructions to manage the Center’s administrative and financial affairs upon the CEO’s recommendation in accordance with the above –mentioned paragraph (B) of this article and without conflict with the legislations in force, including the following:
	1.	Determination of those authorized to sign the accounts of the Center.
	2.	Financial, supplies, and the employees’ by-laws.
	3.	Eligibility criteria for granting financial incentives and benefits for employees.
	4.	Instructions for employee housing and saving funds.


Article (20)	A-	The appointed members of the Board of Directors and the representatives of the elected members shall disclose to the Commission and the Center of all the Jordanian securities and any other contributions or shares in any Financial Services Company owned by them or their relatives and any change that occurs thereto within seven days from the date of the change.
	B-	The elected members of the Board of Directors shall disclose to the Commission and the Center of the contributions or shares owned by them in any Licensed Person, Member of the Center, who is not a bank and any change that occurs thereto within seven days from the date of the change.
	C-	The chairman, the members of the Board of Directors and any representative must conduct their work for the interest of the Center. They are restricted especially by the following:

	1.	Disclosure of any interest that concerns them in relation to any subject presented to the Board of Directors for discussion. In such a case the concerned member must leave the session and must not participate in the voting when the resolution is taken.
	2.	Maintain the Center’s confidential information and not to disclose such information to any other party.
	3.	Not exploit any information obtained by virtue of their membership or representation in the Board of Directors for their own benefit or for the benefit of any other party.

	D-	The chairman and members of the Board of Directors shall be responsible for every violation committed by the Board of Directors to the legislations in force.
	E-	The responsibility mentioned in Paragraph (D) of this Article shall not include any member who proved his objection in writing in the minutes of meeting of the Board of Directors’ in which the resolution that violated the legislations in force was taken.

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