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Seanad Éireann debate -
Wednesday, 24 May 1995

Vol. 143 No. 10

Stock Exchange Bill, 1994: Second Stage.

Question proposed: "That the Bill be now read a Second Time."

The Stock Exchange Bill is the first major legislation relating to the Stock Exchange in almost 200 years. It establishes the Central Bank as the regulatory authority for the Irish Stock Exchange, for any stock exchanges that may be established here in the future and also for the member firms of exchanges regulated under this Bill. The Bill also meets obligations under the European Union Investment Services and Capital Adequacy Directives in respect of stock exchange member firms. It does not deal with futures and options exchanges such as IFOX and FINEX. These are already regulated by the Central Bank under the Central Bank Act, 1989. It does not deal either with what I might describe as the companies side of the Stock Exchange, by which I mean matters like listing of companies and insider dealing.

The existing basic legislation for the Stock Exchange, the Stock Exchange (Dublin) Act, was enacted by the old Irish Parliament in 1799 and this is being repealed. That Act set up the Dublin Stock Exchange and established a system of regulation based on the stockbroker's licence. It also provided that the Exchange's gilt rules had to be approved by the Lords of His Majesty's Treasury, a role which was later taken over by the Lord Lieutenant and finally, and up to the present day, by the Minister for Finance. The present Bill replaces this somewhat rudimentary system of supervision with one that is entirely new, modelled on the existing legislation for regulating financial institutions and meeting international requirements for the regulation and supervision of stock exchanges and their member firms. The Central Bank as the supervisory authority would have substantial powers concerning both the initial authorisation of stock exchanges and member firms and their ongoing supervision.

I mentioned that this Bill replaces the Stock Exchange (Dublin) Act, 1799. The Act was passed in the year between two landmark events in Irish history, the Rebellion of 1798 and the Act of Union of 1800. The House may find it instructive to look back at the other legislation that was passed in 1799. There were several Acts dealing with the aftermath of the 1798 Rebellion, for example, the "Act for the suppression of the rebellion which still unhappily exists within this Kingdom, and for the protection of the persons and properties of His Majesty's faithful subjects within the same" and the "Act to better regulate the manufacture and sale of gunpowder within this Kingdom".

I note that there was an Act to impose "certain rates and duties on dwelling houses inhabited, according to the number of Windows or Lights therein respectively". Another piece of legislation from 1799 but which would be less likely to win favour with the Revenue Commissioners was the "Act for the Relief of Persons who have omitted, or may omit inadvertently, to pay certain Stamp Duties". Roads were also of concern in Ireland in 1799. There was an "Act for improving and repairing the road leading from Newcastle, in the County of Limerick, to the City of Limerick, and from thence to Charleville, in the County of Cork". Senators should be aware, however, that this legislation also provided for "erecting turnpikes thereon" for the collection of tolls.

The wars in Europe which followed the French Revolution and the threat of an invasion of this country from France obliged the Government to borrow heavily and one presumes that this put a lot of business in the way of stockbrokers at the time. Indeed Governments down through the years have continued to keep the stockbrokers busy. The newly established Dublin Stock Exchange began to operate in September 1799 and moved to the Commercial Buildings in Dame Street in November 1799, a building which is now owned by the Central Bank. Later of course the Stock Exchange moved to Angelsea Street where it has operated for over 100 years.

The Stock Exchange has served an important economic role down through the years, generating capital for industry and helping to meet the funding requirements of Governments. However, the passage of time and the enormous changes which have occurred since 1799, especially in the area of the financial markets, mean that an entirely new regulatory environment is now necessary for the Stock Exchange and its member firms. The scale and complexity of events in 1799 bear absolutely no comparison to those of 1995. For example, when the Act of Union came into effect in 1801, the funded public debt of Ireland stood at just less than £27 million; the national debt in Ireland is now moving towards £29 billion, an increase of over a thousand-fold.

Things have changed in other ways. Deregulation, the removal of exchange controls and rapid technological advance have had a dramatic impact on the financial sector. Financial supervision standards are being intensified. Within the European Union a new single market for financial services is being established. In these circumstances the need for new legislation to replace an Act nearly 200 years old is abundantly clear.

The new legislation also reflects the passage of two European Union directives. The Investment Services Directive, which must be provided for in national legislation by 1 July 1995 and will apply fully from 1 January 1996, requires member states to ensure a common standard of regulation for investment firms so as to allow such firms, once authorised by their home state, to trade freely in all the countries of the European Union. The related Capital Adequacy Directive sets out the levels of capital which investment firms must have in relation to their business. The Stock Exchange Bill will implement these two directives in respect of stock exchange member firms; further legislation, the Investment Intermediaries Bill, will be published shortly and this will implement the directives in respect of all intermediaries which are not member firms of an approved stock exchange.

The Investment Services Directive is based on EU-wide recognition of authorisations granted by the home member state and on the principle of prudential surveillance by the competent authorities in the home member state in accordance with that member state's rules. The directive incorporates parallel measures to those contained in the first and second banking directives, namely, conditions for granting authorisation to investment firms, vetting of main shareholders and provision for close collaboration among the supervisory authorities in the member states.

Irish law needs to be updated in order to meet the requirements of the Investment Services Directive. At present, the Irish Stock Exchange is supervised as part of the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited. This supervision is carried out under the rules of that exchange and also under local rules which apply to the Irish unit only and are agreed by the Minister for Finance. While the Minister for Finance approves rule changes proposed by the Irish Stock Exchange, he has no right himself to initiate rule changes which he might consider desirable. Otherwise the main requirement of the Stock Exchange (Dublin) Act, 1799, is that individuals selling gilts on commission have a licence to do so. It is clear that these legislative arrangements need substantial revision in order to conform with the EU Investment Services Directive. The Stock Exchange Bill provides that revision. I should mention that the Bill has been the subject of consultation with the European Monetary Institute which has indicated no difficulties with its terms. Copies of the institute's opinion are available.

Let me now turn to some major points I want to make about the Bill. The first is that the Central Bank should be the new regulatory authority for the Irish Stock Exchange and for its member firms. This decision is both logical and practical. The bank already has considerable expertise in regulation. It is the regulatory authority for all Irish licensed banking institutions and its remit has been extended to the building societies in recent years. In addition, the Central Bank Act, 1989, gave the bank supervisory responsibility in relation to exchanges concerned with the selling of futures and options, such as the IFOX and now the FINEX exchanges. The bank also plays an important role in the regulation of financial service activities conducted from the highly successful International Financial Services Centre.

The present Bill, therefore, builds on a significant body of national law relating to the regulation of financial institutions and exchanges. The bank has the expertise, the competence and the track record to supervise stock exchanges and their member firms. The personnel of the bank have been actively preparing for their new role and have made a substantial contribution to the preparation of this Bill.

The second point I want to highlight is that, because this area is of major interest to the public, the Bill provides a significant role for the Minister for Finance and the Minister for Enterprise and Employment. Clearly, it is appropriate that, where necessary, the Ministers who have responsibility in this area should be able to set parameters within which the bank would operate. The Minister for Finance has a very direct involvement in relation to the financial services sector; the Minister for Enterprise and Employment has responsibility for company law issues and has, of course, a particular interest in the access of Irish firms to capital. Accordingly, section 28 of the Bill provides that the Central Bank may be given guidelines by the Minister for Finance with the consent of the Minister for Enterprise and Employment, to assist the bank in administering the system of regulation. Such guidelines will, of course, only be issued where there is a perceived need to issue them in the public interest. Other sections also provide a role for the two Ministers and I will refer to these when I am discussing the details of the Bill.

It is important to stress, however, that apart from some relatively minor modifications, there will be no change in the existing responsibilities of my colleague, the Minister for Enterprise and Employment, in relation to company law matters, corporate governance or in listing matters delegated to the Irish Stock Exchange.

A fundamental objective of the Bill is to provide the necessary measures without being excessive. It is designed to ensure that the Irish Stock Exchange will be regulated to the highest standards, but it must also be able to function efficiently in an increasingly complex environment. Accordingly, the Bill does not supersede the highly developed supervision systems which the Exchange already operates to ensure market surveillance. However, it gives the Central Bank all the necessary powers to monitor and supervise the Exchange's surveillance of the operations of its member firms and to lay down conditions and requirements which the Exchange and its member firms must meet.

Connected with this is the requirement that stock exchanges must be more open to the concerns of users and the public than has been the case up to now. Accordingly, the Bill provides that the board of directors of an exchange will have to be broadly based and that the composition of the board will have to strike a balance between the interests of the member firms and users of the exchange and the public interest. Also, there will have to be enough independent members on the board to promote the protection of investors and the maintenance of proper standards. In addition, the chairperson of the board of the Exchange will have to be independent of the Stock Exchange and of its member firms. Finally, the board or a sub-committee of the board must be able to consider disciplinary matters and complaints against member firms and any such sub-committee must include at least one independent board member.

The Bill sets out requirements about the composition of the board of an exchange for a number of reasons. As I pointed out earlier, the role of the Irish Stock Exchange has changed dramatically since the original legislation setting it up was passed in 1799. The Exchange then was primarily a gathering of stockbrokers. Nowadays, however, the Exchange is far more. It acts as a regulatory authority for the companies for which it provides quotations and it is a competent authority for the purposes of the EU Insider Dealing and Listing Directives. It is also a marketplace which brings together not only the broker and the investor, but also the companies which are quoted on the Exchange. All of these different interests have a legitimate interest in the Exchange and it is proper that they should all be represented on the board of the Exchange, as the Bill provides.

I emphasise that it will be a matter for the Exchange itself to nominate these independent members and the independent chairperson, subject to satisfying the Central Bank as to their competence and probity. Given that the Exchange is a very small body, consisting of only ten member firms, and that it has a key role in the economy, it is also proper that its board should have a significant independent element and this is represented by the requirements that the board have independent members, that it be chaired by an independent chairperson and that there be an independent presence at board level hearings on disciplinary matters. These requirements will help to enhance confidence in the Exchange among investors and potential investors and among the public at large and of course confidence will be a crucial factor when the Exchange effectively relaunches itself after its forthcoming separation from London.

I do not propose to comment on each section, but rather to highlight for Members the main features of each Part of the Bill. It is divided into seven Parts. The first deals with general matters, while Parts II and III deal respectively with the approval of stock exchanges and with the authorisation of member firms. These two Parts naturally contain many similar provisions. Part IV contains detailed regulatory provisions governing stock exchanges and member firms. Part V concerns the duties of auditors, while Part VI deals mainly with large transactions in holdings of stock exchanges and member firms, with codes of conduct and with requirements relating to client moneys. Part VII covers enforcement, offences and penalties.

Part I contains standard general provisions about such matters as short title, commencement, repeals and expenses. In particular, section 2 empowers the Minister for Finance to appoint a day or days for the coming into effect of the Act or portions of it. As the Members of the House will be aware, the Irish Stock Exchange will be separating from the International Stock Exchange of Great Britain and the Republic of Ireland Limited, of which it has been a part for just over twenty years, once the Bill comes into effect. I expect that the Bill will be brought into effect on 1 July next.

Section 3 sets out the definitions used in the Bill. The terms used for stockbrokers is "member firm" and section 3(4) ensures the term can include a partnership. The definition of "investment instruments" goes well beyond the range of instruments normally traded on the Stock Exchange because the legislation is intended to cover all the investment activities of stockbrokers, who may well deal in unit trusts and other forms of investment. The term "investment instruments" is therefore defined widely. The definition of a stock exchange excludes futures and options exchanges which are regulated under the Central Bank Act, 1989.

Part II deals with the approval and continuing supervision of stock exchanges. Section 8 makes it an offence to establish or operate a stock exchange which has not been approved by the Central Bank. Section 9 sets out the detailed requirements relating to approval. These include satisfying the bank that the memorandum and articles of association and the rules of the proposed exchange are satisfactory and that the directors, managers and qualifying shareholders are suitable persons.

There are a number of aspects of the approval of an exchange. An exchange will be obliged to establish and maintain procedures to investigate complaints against both itself and its member firms. In addition the board of an exchange will have to be broadly based and be composed to secure a balance between the interests of the different member firms and users of the stock exchange and the public interest. It will be a matter for the Central Bank to satisfy itself that the board of the exchange has the required balance between members and non-members. The Bill also requires, for the reasons I set out earlier, that the chairperson of the exchange be independent of the exchange and its member firms.

Also, the rules of a stock exchange must require a report to be drawn up on any disciplinary proceedings conducted by the exchange. That report must be sent to the Minister for Finance and the Minister for Enterprise and Employment if the Minister for Finance, with the consent of his colleague, asks to see it. The Minister for Finance will be entitled to lay such a report before both Houses of the Oireachtas if he and the Minister for Enterprise and Employment think it proper to do so having due regard to the exigencies of the common good and the rights of any person referred to in the report.

I believe I will find the members of this House in agreement with me on the need for greater transparency in the way stock exchanges are run and in their disciplinary proceedings. The provisions in the Bill will ensure that transparency, while allowing the exchange to continue to regulate its affairs on a day to day basis under the overall supervision of the Central Bank.

Section 10 provides that the Irish Stock Exchange will be deemed to be approved and will continue to operate, under the supervision of the Central Bank, during the interim period while it is seeking approval from the bank under this Bill. Any changes to the memorandum and articles of association of an exchange or to its rules will have to be approved by the Central Bank and the bank will be able to require such changes.

Where the bank refuses to approve a stock exchange or to approve changes to its rules or memorandum and articles of association, the exchange will be entitled to appeal that decision to the Minister for Finance who, with the consent of the Minister for Enterprise and Employment, may grant the appeal. Where the Minister grants the appeal, notice of the fact must be published in Iris Oifigiúil.

The Central Bank may make its approval of exchanges subject to conditions either at the time of approval or afterwards. Such conditions must not contravene guidelines which may be issued by the Minister for Finance with the agreement of the Minister for Enterprise and Employment and which must be published in Iris Oifigiúil. The exchange concerned will have the right to appeal a requirement or condition to the High Court.

Section 14 sets out the circumstances in which the bank may revoke the approval of a stock exchange. This will normally involve an application to the High Court for an order revoking approval. Section 15 obliges an approved stock exchange to maintain such books and records for such length of time as the bank may specify. Failure to comply with this obligation will be an offence.

Part III opens with section 16, which makes the Central Bank the competent authority in this State in respect of member firms for the purposes of the Investment Services and Capital Adequacy Directives. The bank will thus be responsible for supervising all the investment activities of member firms, not just their stock exchange activities.

The rest of Part III deals with the authorisation and regulation of member firms. Section 17 makes it an offence to be a member firm of an approved stock exchange, unless authorised by the Central Bank or by a competent authority in another member state. Firms wishing to become authorised must apply to the Bank.

Any changes to the memorandum and articles of association of a member firm will have to be approved by the Central Bank and the bank itself will be able to require such changes. Where the bank refuses to authorise a member firm, or to approve a change a member firm wishes to make to its memorandum or articles of association, the member firm can appeal the bank's decision to the High Court.

Section 21 provides that the existing member firms of the Irish Stock Exchange will be able to continue to operate but they will, of course, have to apply for authorisation to the Central Bank; they will stand approved, and be subject to Central Bank regulation, while the authorisation process is going on. Like stock exchange approval, this process will include satisfying the bank as to the probity and competence of each of the managers and directors and the suitability of the larger shareholders.

In addition, in the light of the proposed introduction of market making in Irish Government gilts later this year by the National Treasury Management Agency, section 21 allows market making firms from abroad to do business here under the supervision of the Central Bank up to the end of the year, by which date they will be authorised by their home competent authority under the EU Investment Services Directive.

Section 22 enables the bank to make its authorisation of a member firm subject to conditions, either at the time of approval or afterwards. Such conditions must not contravene guidelines issued by the Minister for Finance, with the agreement of the Minister for Enterprise and Employment, and published in Iris Oifigiúil. A member firm will have the right to appeal to the court against the imposition of any condition.

Section 24 sets out the circumstances in which the authorisation of a member firm can be revoked; as with exchanges, this will normally involve an application to the court for an order revoking the authorisation.

Other provisions of Part III empower the bank to set out requirements as to the composition of a member firm's assets and liabilities so as to ensure the firm can meet its liabilities and to require an authorised member firm wishing to establish a branch in another EU member state to give details of the proposed branch to the bank. The bank may permit or prevent establishment of the branch; if the latter, the member firm concerned may appeal the bank's decision to the High Court. Finally, in Part III, section 27 obliges a member firm to keep books and records; failure to do so will be an offence.

Part IV of the Bill deals with regulation and supervision. Section 28 imposes a general obligation on the bank to administer the system of regulation of approved stock exchanges and authorised member firms in accordance with the Act in order to promote the proper and orderly regulation of such exchanges and member firms and the protection of investors. As I mentioned earlier, the bank must carry out this function subject to any guidelines which may be issued to it by the Minister for Finance with the consent of the Minister for Enterprise and Employment.

Section 29 empowers the bank to give directions to stock exchanges and member firms, both generally in the interests of proper regulation or investor protection and more specifically where it becomes apparent that a member firm is getting into difficulties. The bank will be entitled to apply to the High Court for an order confirming a direction where it believes that the direction is not being complied with. Detailed provisions relating to directions are included in the First Schedule to the Bill.

Sections 31 and 32 relate to advertising by stock exchanges and member firms and give the Central Bank power to impose conditions and requirements relating to advertisements. An investment agreement will be unenforceable if it is made on foot of an advertisement which contravenes a direction from the bank, unless the advertisement did not have a bearing on the agreement. Both the bank and the Minister for Finance may require a stock exchange or member firm to display specified information on their premises.

Part V places significant obligations on the auditors of stock exchanges and member firms. Auditors are well placed to assess what is going on in a firm and the Bill requires auditors to inform the bank of any material irregularity which emerges in the course of their auditing work, including anything which would give reason to believe that a member firm has breached stock exchange rules or that it has contravened any condition or requirement imposed by the bank. An auditor who intends to resign or not to seek re-election must report that fact to the Central Bank. It will be an offence to mislead, deceive or refuse to co-operate with an auditor.

Part VI of the Bill opens with a provision which also deals with auditors. Section 36 enables the Central Bank to appoint a second auditor where it has a substantial concern about the audited accounts of an approved stock exchange or member firm. This will allow the Central Bank to carry out further investigation of matters which arise in the course of the first audit.

Section 37 contains provisions relating to disqualification from employment. Where, on application by the Central Bank, the High Court finds that a person is not suitable on grounds of probity to be an officer or employee of a stock exchange or member firm, it may direct the employer to dismiss that person. Where the court finds that a person is incompetent, it may direct that the person concerned be removed from a particular position, be suspended or dismissed. A person who is the subject of such a direction may not be employed by a stock exchange or member firm, or by any other entity supervised by the Central Bank, without the bank's consent. A person who accepts employment in contravention of such a direction will be guilty of an offence.

Obviously, these are considerable powers but it is important to ensure that persons who are entrusted with the safekeeping and prudent management of the funds of others are above reproach. Senators will note that a direction in respect of any such person will be for the courts to decide and that the person concerned may apply to the courts at any time for the direction to be revoked and may appeal to the court against any refusal by the Central Bank to consent to their re-employment.

Section 38 sets out the broad parameters for the codes of conduct which will govern how member firms do business with their clients. This will normally be a matter for the rules of the exchange, but the Central Bank may draw up a code of conduct if an exchange does not draw up and maintain its own rules of conduct. Stock exchange rules of conduct must meet the parameters laid down in the section as regards fair and honest dealing, acting with due care and diligence and making adequate disclosure of relevant information to clients. The Central Bank will be responsible for supervising compliance with rules of conduct by member firms operating here which have been authorised in another member state.

Sections 39 to 49 deal with acquiring transactions, that is to say, major changes in the ownership or control of exchanges and their member firms. The purpose of these provisions is to enable the Central Bank to prevent undue or excessive influence being gained over a stock exchange or member firm unless the bank is satisfied that that influence will not be harmful.

Section 51 provides that a member firm must inform a client of the details of any investor compensation scheme. The Irish Stock Exchange already operates a compensation scheme but I am not making specific provision in this Bill for compensation. A draft Investor Compensation Directive is being finalised at present at EU level and legislation will be required to implement the requirements of that directive in due course.

Section 52 deals with the treatment of client funds and investment instruments by member firms. This is obviously a very important section of the Bill. The section will allow the Central Bank to ensure that money and investment instruments belonging to clients which are held or controlled by a member firm are properly accounted for and that both the money and instruments and the records relating to them can be easily located and identified at all times while in the member firm's custody. The section allows the Central Bank to set out requirements under which member firms may hold money or investment instruments belonging to clients. For example, the Central Bank will be able to regulate how member firms operate client accounts, in particular whether the firm can lodge money other than client account money into such accounts. This provision will allow the Central Bank to ensure that client money is segregated from that of the member firm. In addition to enabling the bank to set out such requirements, the section specifically provides, on pain of an offence, that client accounts must be designated "Section 52" accounts in the member firm's records — this will allow the Central Bank's authorised officers to identify such accounts easily. It will also be an offence for a member firm not to keep client money with an institution which has been approved of by the Central Bank and not to keep books and records in respect of client money and investment instruments and to have them audited. The section also includes a provision to ensure that, in the event that a member firm is liquidated or dissolved, money or investment instruments belonging to clients will not be available to pay the member firm's debts.

Section 53 provides for exemptions from liability for the Central Bank and for the Stock Exchange.

Section 54, the last section of Part VI, relates to failed stock exchanges and member firms which did not comply with the obligations in the Bill to maintain proper books and records and to safeguard clients' funds. Where the High Court considers that such noncompliance contributed to the failure, it may declare an officer of the stock exchange or member firm personally liable for all or part of the failed entity's debts. Similar provisions exist in company law and in the Building Societies Act, 1989.

Part VII of the Bill sets out the powers of authorised officers of the Central Bank, of bank-appointed inspectors and of inspectors appointed by the High Court. Authorised officers of the Central Bank will be empowered to enter premises to inspect documents and require explanations of such documents. If a person refuses to comply with a request from an authorised officer, the court can be asked to make an order as to the information to be provided. Similar provisions are included in the Insurance Act, 1989, in relation to officers authorised by the Minister for Enterprise and Employment; an authorised officer under this Bill will in addition be entitled to request a report on aspects of the business of an exchange or of an exchange's member firm.

Sections 57 to 63 provide for the High Court, on the application of the Central Bank, to appoint an inspector to investigate the affairs of a stock exchange or a member firm. An inspector appointed by the court will have wideranging powers of investigation, including, for example, the power to examine people on oath. The High Court may publish, with or without omissions, the report of an inspector appointed by it. A court inspector's report will be sent in full to the Minister for Finance and the Minister for Enterprise and Employment, who may decide to lay it before the Houses of the Oireachtas.

Section 64 provides for the appointment of an inspector by the Central Bank to investigate particular matters relating to an exchange or member firm, including their compliance with any requirements of this or any other Act or with stock exchange rules or codes of conduct. The Central Bank may publish, in whole or in part, the report of an inspector appointed by it and must forward any such report in full to the Minister for Finance and the Minister for Enterprise and Employment, who again may decide to lay it before the Oireachtas.

Section 65 enables the Central Bank to set up a committee to determine whether there has been a breach by a stock exchange or member firm of Central Bank conditions or requirements. Such a committee will have three members drawn from a panel of seven to be nominated by the Minister for Finance with the consent of the Minister for Enterprise and Employment. If it finds that there has been a breach, the committee may issue a reprimand and/or require payment of up to £500,000 by the exchange or member firm concerned to the Central Bank. It should be noted that this mechanism will only apply where the exchange or member firm agrees and an exchange or member firm may appeal the determination of a committee to the court.

Where an exchange or member firm does not want the matter settled by a committee, the Central Bank may apply to the High Court to make a determination and the court may issue a reprimand and/or require payment of up to £500,000 to the Central Bank by the exchange or member firm concerned. Detailed provisions relating to the committees appointed under section 65 are contained in the Second Schedule. Such committees offer a mechanism whereby breaches of Central Bank conditions and requirements can be speedily determined without the expense — on either side — of a High Court hearing.

Sections 66 and 67 provide for an application for a search and seizure warrant by an authorised officer and for the admissibility of an inspector's report as evidence in civil proceedings, while sections 68 and 69 provide for legal professional privilege and for confidentiality of documents. Section 70 sets out the penalties for offences committed under the Act. The maximum penalty will be £1 million or ten years' imprisonment or both.

Finally, I should mention that the Irish Stock Exchange has, of course, been extensively consulted in the preparation of this Bill. I would like to take this opportunity to acknowledge the constructive contribution made by the Stock Exchange throughout this process.

The Stock Exchange Bill marks a radical departure for the regulation of stock exchanges and their member firms in Ireland. It replaces 200 years old legislation with a modern regulatory framework. It establishes the Central Bank as the regulatory authority, so bringing to bear the bank's wide experience of regulating banks, building societies and futures and options exchanges.

It provides a significant role for the two Ministers closely involved with the Stock Exchange, so ensuring that the concerns of the Oireachtas can find expression in the regulatory process as the public interest requires. It enables the Stock Exchange to continue to regulate its own affairs, but under the overall supervision of the Central Bank which will be equipped with all the necessary powers to carry out its functions.

The Bill also meets obligations in respect of Stock Exchange member firms arising from the European Union Investment Services and Capital Adequacy Directives. It also ensures that the Stock Exchange will be more open and transparent in the conduct of its business than has been the case up to now and that its board of directors will be representative of the users of the exchange and the public interest as well as of its members. I commend the Bill to the House and I look forward to hearing the contributions of Members.

I welcome the Minister and I congratulate him on his new portfolio, although I hope he will not take up residence. The Minister comes to the House quite often, but he is always welcome.

I also welcome the Minister to the House and I congratulate him on his promotion to Government Chief Whip. We will miss his input to solving the flooding problems of south Galway and I hope the commitments he made in that respect will be honoured.

We will look after the Senator.

I wish the Minister well in his new position. The enactment of the Bill will mark the end of a system established by the Stock Exchange (Dublin) Act, 1799, under which the Irish Stock Exchange was set up and regulated by Grattan's Parliament. One must question why it has taken politicians so long to change legislation which is almost 200 years old and is completely out of synch with modern technological developments in the Stock Exchange and elsewhere.

I welcome the Minister of State, Deputy Coveney, to the House and I wish him well in his new portfolio. I felt extremely sorry for him when he had to resign as Minister for Defence and the Marine; he should not have had to do so. If we put our hands on our hearts, we would acknowledge that we have often asked that companies be put on tender lists. I do not think there is anything wrong with this and I regret very much that a man, who in a short period established himself among the fishermen of this country as one of the most effective Ministers for the Marine ever, had to resign for that reason. It is a sad day for politics. We all want accountability, but we also want common sense. I regret the resignation of Deputy Coveney.

Acting Chairman

I totally agree with the Senator.

I am glad the Minister has taken up a new and important role and we wish him well.

Under the Bill, a modern system of regulation, more suitable to our needs will replace ancient legislation. It is in line with modern international practice and the requirements of EU law. Perhaps the most notable and significant change is the forthcoming separation of the Stock Exchange from the International Stock Exchange of Great Britain and the Republic of Ireland, of which it has been a part for just over 200 years. There have been examples in recent years when we had to look to London for decisions on difficulties which arose and it is time that link was broken. This separation will take place when the Bill is enacted, which is expected to be at the beginning of July.

The Bill establishes the Central Bank as the regulator of stock exchanges and their member firms. For this purpose it sets up a detailed regulatory apparatus which will be effective and flexible. It will allow the Central Bank and the Stock Exchange to establish a good working relationship. This in turn will allow the Stock Exchange to develop its full potential within an effective regulatory framework, which will strengthen its position with investors and companies which look to it for funding.

I cannot over emphasise the importance of this new regulatory authority. It is required to strengthen the Stock Exchange and make it more relevant to Irish business. While it plays a key role, the Exchange has not been a major factor in the economy because it reflects international trends. Having studied daily Stock Exchange movements, I often wondered why the movements of Irish companies do not reflect what is happening within those companies. There will be a need for the Central Bank and the Stock Exchange to become far more proactive in ensuring that Irish companies and the economy is more effectively reflected on the Exchange.

The Stock Exchange only reflects international trends. Major impacts, such as that in the food sector recently, are stridently reflected, but if one looks each week at the trends of Irish companies on the Exchange, one would conclude that many small investors cannot have much confidence in it as an accurate reflection of the performance of companies. I cannot understand why there are banner headlines regarding the great results of companies, but these are not reflected in the movement of those companies' stock on the Exchange.

The most recent example was Ryan hotels. The company's results were announced and there were banner headlines about its best performance ever. There were great expectations regarding the projections for this year, given the peace process and the tourism potential. All the indications were positive; the company's profits had increased and it was doing well. Yet, when one looked at the Stock Exchange table, there was no increase in the value of Ryan hotel stock. The Stock Exchange must address this type of practical situation.

It has too often been the case that figures move a number of days before results are announced. This is incorrect and does not give small shareholders, who are perhaps the most important people involved in the Stock Exchange, a fair chance. The regulatory powers which will be conferred on the Central Bank must be effectively implemented. One of the drawbacks to the Stock Exchange is that it is a small organisation, made up of only ten firms. It will relaunch itself, but it is a small club. It is essential that it is viewed as a fair and accurate reflection of companies' performances throughout the economy. Although I am not suggesting this is not the case at present one must question why more companies are not going public and being quoted on the Stock Exchange.

While I welcome the sections which will provide the Central Bank with strong regulatory powers, I question the bank's ability to effectively implement those powers. Many of the sections are providing it with strong powers but in some of the more simple and practical areas, I wonder how the bank's powers can be implemented more effectively. Section 29 empowers it to give directions to stock exchanges and member firms, in the interests of proper regulation or investor protection, and, more specifically, where it becomes apparent that a member firm is getting into difficulty. I would like the Minister to spell out what are the practical methods by which the Central Bank will give those directions to stock exchanges and member firms.

Section 52 is vitally important. It deals with the effective care and control of clients' money. It deals with the treatment of clients' funds and investment instruments by member firms. This section is vital to ensure money and investment instruments belonging to clients, which are held or controlled by a member firm, are properly accounted for by that firm.

I commend Part V because it establishes a practical way of policing many aspects of the Bill. The appointment of inspectors by the Central Bank or the High Court is a very effective way of policing several aspects of the Bill which deal with the straightforward regulatory approach.

Section 64 is good in that it provides for the appointment of inspectors to investigate matters relating to exchanges or member firms, including their compliance with any requirement with this or any other Act or with stock exchange rules or codes of conduct.

The issue of transparency is dealt with in the Bill. We all welcome the initiatives in the Bill to ensure greater transparency in the way stock exchanges are run and in their disciplinary proceedings. The Bill will ensure transparency while allowing the Stock Exchange to continue to regulate its affairs on a day-to-day basis under the overall supervision of the Central Bank.

I join with the Minister in welcoming and commending the Bill. The only reservation I have is that we need to ensure there is an effective method for the practical implementation of its powers. There is, perhaps, a need for the Stock Exchange to look at its ability to become much more relevant to the Irish economy. It is very good in reflecting international trends but I am not happy that it reflects national trends and the performance of individual companies as well as it might. I accept this would be extremely difficult because to do so depends on the demands of the market place. I feel that, for many small investors and the Irish economy, the Stock Exchange is not as relevant as it might be. It should be far more progressive in getting more firms to be quoted on it and to become public; it should be far more aggressive in getting a higher level of investment flowing through it. These are the worries I have. I know this Bill cannot attempt to deal with those problems but it is time people in the Stock Exchange addressed some of those issues so that it can become more important and relevant and of more value to the development of the economy.

I sympathise with Deputy Coveney on his resignation from the posts of Minister for the Marine and Minister for Defence. I welcome him and congratulate him on his new portfolio as Minister of State at the Department of Finance with responsibility for the Office of Public Works. I have no doubt he will bring to the Office of Public Works and the Department of Finance the flair he brought to his own business. This would be welcome.

I congratulate my colleague, Deputy Jim Higgins, on his elevation to Government Chief Whip. This augurs well for Mayo. We now have two people who sit at the Cabinet table and we are looking forward to great things. I wish him the best as Government Chief Whip. I have no doubt he will do an excellent job.

Mayo may win the Connacht final yet.

That could be a bit down the road. Like Senator Fahey I welcome the Bill which has been introduced not before time. It is more than 200 years since the last legislation dealing with the Stock Exchange was introduced. That Act is in need of reform and I welcome the Government's decision to introduce this legislation to modernise it.

This Bill aims to promote confidence among people investing in Irish companies. The Central Bank will be given a role in monitoring and supervising the operation of the Stock Exchange and any future stock exchanges. It will be given power, not only to approve rules and powers — a power held already by the Minister for Finance — but to initiate changes in the rules of the Stock Exchange. Reports of disciplinary proceedings by the Stock Exchange will be passed on to the Minister for Finance and the Minister for Enterprise and Employment and can be published if they deem it appropriate.

The world of the Stock Exchange will be more broadly based with representations on it by exchange members, users of the exchange and sufficient independent members to promote the public interest and the protection of investors. The Central Bank will be the regulatory authority of the Irish Stock Exchange and for any future stock exchanges which may be established. The Bill also meets obligations under EU Investment Services and Capital Adequacy Directives in respect of stock exchange and member firms.

It amazes me that it has taken until 1995 to set up an independent stock exchange. I know there are historic reasons for the present arrangement. In the 1970s the London Stock Exchange was changed to make it the main stock exchange in a federation of exchanges. It is important in an independent State, with an independent currency, to have a stock exchange of our own and I am glad that EU directives have ensured this will happen.

The objectives of the Bill should be to ensure that the new structures and stock exchange must facilitate the maximum development of the Irish Stock Exchange as a vehicle to provide capital to indigenous industry. The best means of doing this is to ensure we have the highest and most transparent standards of stockbroking activity which will give the maximum level of information and protection to ordinary investors.

I am delighted this legislation will soon be in force. Its main thrust is to give the Central Bank the role of regulator. This follows the allocation of a series of new powers and responsibilities to the Central Bank. Initially it was only responsible for banking and the capital adequacy ratios of banks. In 1989 this power was extended and the Central Bank was given full remit and responsibility for building societies. This was followed by the Central Bank Act, which greatly widened its powers and we now have this legislation coming on stream. The Central Bank will be able to impose conditions and regulations on the Stock Exchange and its member firms. This is a welcome step.

It will be able to appoint inspectors to investigate breaches of conditions and regulations by the Stock Exchange and its member firms and those breaches of the Stock Exchange rules to ensure the Central Bank can carry out its duties and the stock exchange operates within defined parameters.

The Bill outlines a comprehensive procedure in the event of any institution breaking the law. All breaches of the Stock Exchange rules will be investigated by the Exchange in the first instance and the report of the outcome of investigations will be made to the Central Bank. The Minister for Enterprise and Employment and the Minister for Finance will be able to obtain and publish the reports. I hope these reports will be placed before the Houses of the Oireachtas so that Members can debate and discuss them. It is rare that we get such an opportunity. Hence, the lack of interest in this type of Bill. As I understand it, there are two essential purposes for a stock exchange: to raise funds for industry and to provide a method of matching buyers and sellers to their mutual advantage. In many cases the general public's view of the Stock Exchange is that of a huge moneylending or gambling facility where people make or lose millions of pounds. It is quite the opposite. The Stock Exchange plays an important role in the Irish economy.

I welcome a number of inclusions in the Bill. It lays down a clear code of conduct under which the Stock Exchange must operate. The board of the Stock Exchange must represent a balance between the member firms, the exchange users and the public interest. It must include enough independent members to promote the protection of investors and the maintenance of proper standards. I welcome the decision that the chairperson is to be independent.

The Central Bank will have the power to object to the acquisition or disposal of significant holdings in the Stock Exchange and member firms. It will also have power to apply to the High Court to appoint an inspector to investigate the affairs of an exchange or member firm. The Bill provides for a committee to investigate breaches of the Central Bank's conditions or requirements by a Stock Exchange or member firm if the exchange or member firm so agrees. If not, the Central Bank can ask the High Court to investigate. The committee or High Court can require that a sum of up to £500,000 be paid where there has been a breach. This is welcome. It also provides for fines of up to £1 million and jail sentences of up to ten years for offences — for example, failure to keep proper books and records, supplying misleading information to an auditor or the misappropriation of clients' funds. All those measures are welcome.

This is a balanced Bill. Any changes to the memorandum and articles of association of a member firm will have to be approved by the Central Bank, which will be able to require such changes. Where the bank refuses to authorise a member firm, or to approve a change a member firm wishes to make in its memorandum or articles of association, the member firm can appeal the Central Bank's decision to the High Court. This is a welcome decision too and it adds greatly to the balance to the Bill.

I welcome the Bill and have no doubt that it will make a major difference to stockbroking and the Stock Exchange in Ireland.

I welcome the Minister to the House. I am only sorry we did not have the pleasure or honour of addressing him on any topic before today.

I am sorry. It is my mistake. The Minister is welcome and I thank him most sincerely for taking part in the debate on this important piece of legislation.

I join in welcoming the ending of the English hold or control over the Irish Stock Exchange. That is not to say that the Stock Exchange, as it has operated since 1799, has been totally divorced from the Irish authorities. In fact, as I understand it, there always has been a fairly close liaison between the Department of Finance and the Stock Exchange, at least since 1922. When it came to the Minister's attention that there were shortcomings or problems in relation to the Stock Exchange, he was quite entitled to make those feelings known. Unfortunately, there was no power on the part of the Minister for Finance to initiate change under the Stock Exchange and that was the major problem.

It is interesting how old many of the pieces of legislation that come before the House are. Only recently we amended the Punishment of Incest Act, 1908. This legislation before us certainly goes back a little further. Indeed, it would be difficult to understand the English, let alone the content, of the Act. It is printed with f's as s's and so on. The second Act that is amended by this Bill is, of course, the Stockbrokers (Ireland) Act, 1918. How times have changed since then. I opened up the statutes, The Public General Acts, 1918 (8 & 9 Geo.5), and saw that The Stockbrokers Act was chapter 46 but on the opposite page, chapter 47, was another Act, “an Act to amend the law with respect to the capacity of women to sit in Parliament”. We certainly have moved on and society itself has moved on.

One of the most dynamic parts of any society is commerce. We live in a capitalist system, although the economy is regulated and guided by Government and its agencies. Essentially, the main motor of economic development is capitalism and there appears to be all-party consensus on that. Capitalism involves the utilisation of capital for profit. If profit is not made, there will not be regeneration of capital and it will run out. How do firms raise capital? There are two ways to raise capital: through lending and on the Stock Exchange, so the latter is an absolutely vital part of any capitalist economy. Companies need money. They need finance to promote and expand their activities, to market abroad, to innovate with new products and so on. Raising capital is the kernel of any capitalist system.

We should be a little ashamed that it has taken so long to bring in a new scheme for the regulation of the capital creation or the capital providing aspect of our commercial economy. The Bill is welcome and, as has been indicated earlier, there are two European Union Directives to implement as part of this legislation.

It is all very well to talk about regulation and, in so far as the Bill addresses regulation, I support it. The Central Bank is ideally placed to do that. Another essential element in a stock exchange is consumer confidence in the rules and the members of the exchange. It is quite clear that the broad-ranging powers given to the Central Bank, and the Minister on appeal, will enable the Central Bank and the Minister to regulate in a fairly efficient way the Stock Exchange and its members. It is fair to say that, despite a hiccup or two, the vast majority of members of the Irish Stock Exchange have conducted themselves with great integrity over the years. There have been a number of blips, but there is no need for me to mention them. The integrity of the members of the Irish Stock Exchange has, by and large, been of an extremely high standard.

I ask the Minister — perhaps rhetorically, perhaps not — if the public has that same self-standard of confidence in relation to firms that raise money at the Stock Exchange? In the past three to five years there have been numerous cases of companies raising large amounts of capital on the Dublin Stock Exchange. It subsequently transpired that the financial data upon which the raising of that capital was based was not accurate. Many shareholders have lost out as a result. I will not mention specific companies. The public are well aware of companies that had shares valued at £5 one day which were worth 25p some days later. That is very bad for confidence. Perhaps it is not the function of this Bill, but there do not seem to be adequate policing provisions for the Stock Exchange or for the members of the Stock Exchange in relation to companies seeking funds on the Stock Exchange.

Another issue which arises is, for example, that some companies become cash companies. They accumulate vast hoards of cash and then stop trading. By the rules of the Stock Exchange, such companies should be delisted. Again, without naming names, it is a matter of common knowledge that there are some companies who are not trading, who have large amounts of cash but are still permitted to trade on the floor of the Stock Exchange. Given that there may be sufficient regulation of the Stock Exchange and its member firms, what policing is there if those responsible for regulating the Exchange fail to police the people who raise the capital in the first place? That represents somewhat of a gap in the Bill because most people do not have direct contact with the Stock Exchange. If somebody wants to buy shares they will contact their stockbroker. The largest purchasers of shares are institutions who represent fundholders or pensionholders. Most people never come into contact with the Stock Exchange. They will never come into contact with those responsible for policing the Stock Exchange. However, many people will come into direct contact with the companies and will be disappointed to see their shares worth £5 one day and 25p the next. This is not an extraordinary case.

Another aspect of this issue is the whole question of directors' abuse of their positions. This is still in the area of policing of companies. Without mentioning specific cases, there are two very large Irish companies quoted on the Stock Exchange, both in the financial services area. As has been mentioned on the Order of Business of this House, the salaries paid to the directors of those companies are a cause of great public concern and disquiet. People seem to be at a loss as to how they can have an effective input into an issue such as this. The same situation occurred in England when the bosses of the utility companies — water, gas and electricity, which again are privatised companies now quoted on the Stock Exchange — decided to pay themselves obscene amounts of money as directors' emoluments. The public seem to be impotent in relation to that issue. Perhaps the Minister will tell me that I am slightly off the track in relation to this particular Bill. However, it seems that there should be some provision in this Bill to enable the regulators of the Stock Exchange to have an input into the running of companies, in so far as they relate to the raising of capital by those companies. Perhaps the Minister will address that point in his closing remarks.

I have some further points to make but I do not wish to detain the House. One provision which is very worthwhile is that the Bill allows for the possibility that there will be more than one stock exchange in Dublin. I understand that there were other stock exchanges in Ireland earlier in this century and in the last century. There is only one stock exchange in Ireland at present. The way the Bill is drafted means that the Irish Stock Exchange will be deemed to comply with its requirements until the procedures have been completed. Once the Bill is passed the Irish Stock Exchange does not automatically become invalid. There is a presumption of validity for the present exchange. It will be a different matter for another stock exchange. It is very feasible that the Minister's own city of Cork or another region might decide that it wants its own stock exchange. I would like to know if the Minister can give this House——

There was one in Cork.

There is not one now.

There used to be but it was closed down. They work through Dublin now.

I said that there used to be one.

It only closed in the last 20 years or so.

I said that. I do not think you were here. I would like an assurance from the Minister that it is not the intention to close the door, so to speak, on other applicants for a stock exchange. People considering opening a stock exchange would like to have that reassurance. Another point which the Minister might consider is the question of consultation with the public in relation to the running of the Stock Exchange. There does not seem to be any shareholders or users council, or any consultative body made up of members of the general public operating in relation to the Stock Exchange. Would the Minister consider it appropriate that there should be some type of advisory council or consultative group where ordinary members of the public, particular securities firms or other interested parties, could deliberate and say that in their opinion the day-to-day running of the Stock Exchange was falling somewhat short of their requirements?

I welcome this Bill. It was introduced by the former Minister for Finance, Deputy Bertie Ahern, now leader of Fianna Fáil. I note the comment of the Minister of State at the Department of the Taoiseach, who said when she introduced the Bill on Second Stage in the Dáil: "As a socialist I am in a peculiar position introducing legislation on the Stock Exchange". I am sorry to hear that socialists consider themselves somewhat alien to the provisions of a stock exchange. Perhaps she did not mean to say that in the way it came out. This is a very important piece of legislation. It puts the regulation and control of the Irish Stock Exchange firmly within the grasp of the Irish people through the Central Bank. It is to be welcomed on that account. I hope the Bill has a relatively speedy passage through this House and that there is a constructive debate also. Some of the provisions are quite technical. I foresee quite a detailed discussion on some of the enforcement provisions and other provisions regarding privilege etc. I ask the Minister to take on board some of the comments I have made. This House should support the Bill; it is long overdue.

I welcome the Minister of State, Deputy Coveney, to the House. I was bitterly disappointed to see him leaving the Department of the Marine in particular. I met him on two occasions in my constituency in his short time in that Department and he was getting a tremendous grasp of what was happening and what was needed. From one Corkman to another, I want to say that, as Minister for the Marine, he will be missed in west Cork. and I wish him the best of luck in his new post.

Thank you, Senator.

I welcome the Stock Exchange Bill, 1995. It is the first major legislation in that area for almost 200 years — 1799. In his address to this House, the Minister of State, Deputy Higgins, spoke of the Act of Union, which came shortly after it, the 1798 Rebellion, which occurred a little before it, and the Famine. Senator Mulcahy mentioned some of the laws that were contemporaneous and referred to the 1914 Act. When we talk about Acts of that age, we definitely need to update matters and this Bill is doing that.

I welcome the fact that the Central Bank will be the regulatory authority for our Stock Exchange. With its experience in finance and running financial affairs, it will do a good job. This Bill has been especially prompted by the European Union Investment Services Directive and the Capital Adequacy Directive. The European Union Investment Services Directive requires a common standard of regulation for investment firms so that they can be allowed to invest and trade freely in the European Union. The second directive sets out the level of capital which investment firms must meet for the requirements of their business; that is exceptionally important. The updating of the title "Investment Stock Exchange of the United Kingdom and the Republic of Ireland Limited" may be one of a number of links that have been broken since 1922.

I especially welcome in the Bill the role that will be played by the Minister for Finance and the Minister for Enterprise and Employment and the fact that the Houses of the Oireachtas have been mentioned. It is of extreme importance for democracy that an important body like the Stock Exchange can be referred to the Houses of the Oireachtas if the need arises — and I hope it does not. When higher standards and transparency are required in a changing environment that will involve Europe to a greater extent than before, this Bill is very necessary.

Many technical points in this Bill were badly needed, especially in the regulation of money and investments, but the appointment of a broadly based representative board of directors is of extreme importance. Some of these directors have the interests of the member firms and users of the exchange at heart, but there should also be some directors who will take the side of the public interest and the chairman must be independent of the Stock Exchange and its member firms. I am glad there are sections that deal with complaints and disciplinary actions that must be taken in the regulation of the Stock Exchange. After all, money invested belongs to the clients and their rights must be honoured.

The Minister referred to some of the regulations and Parts of the Bill on which I would like to comment. He said:

Part VII of the Bill sets out the powers of authorised officers of the Central Bank, of bank appointed inspectors and of inspectors appointed by the High Court.

.... Sections 57 to 63 provide for the High Court, on the application of the bank, to appoint an inspector to investigate the affairs of the Stock Exchange or member firm.

.... Section 64 provides for the appointment of an inspector by the bank to investigate particular matters relating to an exchange or member firm, including their compliance with any requirements of this or any other Act or with stock exchange rules or codes of conduct. The bank may publish, in whole or in part, the report of an inspector appointed by it, and must forward any such report in full to the Ministers for Finance and Enterprise and Employment, who again may decide to lay it before the Oireachtas.

Such regulations will keep the Stock Exchange running on a firm basis.

In his concluding remarks, the Minister summed up what this Bill is about. He complimented the Stock Exchange for the way it helped in the preparation of the Bill. Legislation that is nearly 200 years old is now being replaced with a modern regulatory framework with the Central Bank playing a central role in regulating banks, building societies and futures and options exchanges and the Minister for Finance, the Minister for Enterprise and Employment and the Houses of the Oireachtas will play an important role also.

In future, let us hope that with this new Bill and the closer liaison with the Stock Exchange, the Ministers concerned and the Houses of the Oireachtas will ensure that the economies of a country like Ireland are not jeopardised at the hands of unscrupulous and greedy international money merchants who can put the economy of a country in jeopardy with their wheeling and dealing and I hope this Bill will root out that practice. Pensions and investments have been ruined and loans, investments and interest rates have been thrown into jeopardy by the work of these people.

It may be no harm for the appropriate Departments or the Stock Exchange to conduct a public relations exercise because many people feel that the Exchange is divorced from the man on the street. Such an exercise would be of great benefit to the Exchange and to our economy.

I welcome the Minister to the House and wish him well in his new portfolio. I know he will find his work there satisfying and rewarding.

I welcome this substantial Bill which has been brought before the House today and I congratulate the Minister of State at the Department of the Taoiseach, Deputy Higgins, and his officials on the production of such a difficult and technically impressive document and for such a comprehensive Second Stage speech.

It is noteworthy that this is the first substantial legislation dealing with the supervision of the Stock Exchange to come before the Legislature since this State was founded. As was mentioned by the Minister, one of the purposes of this legislation is to repeal the existing substantive legislation applicable to the Stock Exchange, the Stock Exchange (Dublin) Act, 1799, and the Stockbrokers Act, 1918.

This legislation appears to be somewhat overdue and I hope I will not be criticised for exaggerating if I say, in more ways than one. I say this because I understand that the Stock Exchange has not, to date, been subject to a form of statutory regulation in this country that is comparable to statutory regulations that are in place in most other European countries. Rather, it has been subject to regulation by the UK based London Stock Exchange and the UK regulator, the Securities and Futures Authority. For a number of reasons, I do not believe that this historic state of affairs is satisfactory. A modern independent State should apply its own regulatory apparatus and, as a matter of principle, should not be relying on the regulatory apparatus of other countries. A system of regulation where there is no political accountability in the country in which the regulation occurs is likely to be weak.

The enactment of this Bill will mark the formal legal separation of the Irish Stock Exchange from the London Stock Exchange. I welcome this because a modern State should have an independent Stock Exchange, the operation and development of which should focus on the specific needs of the State. I am conscious of the significant advantages to both brokers and Irish investors from the close relationship between the Irish and UK Stock Exchanges. This relationship probably provided Irish investors with easy and direct access to the London Stock Exchange, which is no doubt a benefit. It can be argued that the Irish Stock Exchange standards were equivalent to those adopted in the UK and major stock exchanges in the world. There may be some value in this, but I would not over emphasise it. I see no reason why the appropriate standards should not be adopted by an independent stock exchange.

I am speaking on this Bill today because I have a personal interest in the financial pages of our newspapers and I have taken an active interest in the activities of the Irish and London Stock Exchanges. The activities of the London Stock Exchange are fascinating. The advent of teletext on our television sets means we can watch as prices go up and down on an hourly basis. The Stock Exchange is a sensitive barometer of the economic activities of a country. When there is good news, it is reflected in the Stock Exchange as prices go up and when there is bad news, the opposite happens. It is more fascinating that, with the advent of satellite television, we can now monitor stock exchanges not only in Europe but also in North America, Asia and the Far East.

The principal focus of the Bill is regulation and I will have some specific comments on that later. It is important that the new arrangements and the attitude of the authorities, including the Minister and the Central Bank, should facilitate the maximum development of the Stock Exchange and its firms consistent with proper regulation. In modern economies, capital markets are replacing or at least supplementing the role of the banking systems and act as intermediaries between savers and investors and those who have a demand for capital. The enormous growth of mutual funds, the capitalisation of world stock markets and the growth of over-the-counter markets highlight the importance of capital markets in the world economy.

A vibrant stock exchange is indispensable to capital markets in each state and the development of a vibrant, efficient and effective stock exchange is therefore very important to the economy and well being of our country. I reiterate that the Stock Exchange, the stockbrokers, the Government authorities and the Central Bank should be very conscious of the need to develop the business of the Stock Exchange. The focus of the development should be international.

There are a number of areas — for example, the selling of Irish Government bonds and equities to international investors and the selling of international bonds and equities to Irish investors and the listing of international mutual funds — where the Stock Exchange's members have made progress in recent years. Stockbrokers have done much to internationalise their business. However, further progress must be made. I would welcome the introduction of overseas brokers here, whether they be from the United Kingdom, Europe or America. This would enable domestic investors, whether they be institutions or private clients, to access international investments in a cost effective way. Such a development would also assist the sale of Irish investments abroad.

I note that the provisions of this Bill dealing with supervision are comprehensive and vigorous and I welcome this. They give much power to the Central Bank. Such comprehensive powers are necessary in a modern environment because of the sophistication and complexity of company structures and investment business. I am not sure whether it is coincidental but I also note that there are significant proposals to change the market structures for Government securities. Under the old system the broker could give advice to the institution on how the market was moving. The fund manager would then place a buy or sell order with the broker. The broker risked nothing and obtained a commission on both sides of the deal. The price was irrelevant and this was a most lucrative business.

In June 1994 the Competition Authority ruled that the practice of giving stockbrokers fixed commissions on dealings in Government stock was anti-competitive. A large portion of the Irish public debt is quoted on the Stock Exchange. As the debt increased, the brokers dealing rooms grew fat on the fixed commissions the exploded national debt was generating. The proposed reform will see stockbrokers buying and selling Government stocks with their own funds in addition to those of their clients. They must always be willing to deal at reasonable prices in large amounts between £1 million and £2 million. In effect they become market makers rather than agents dealing with other people's money. They will hold a large inventory of Government stocks on which they will have to bear the risk if the prices go down.

The National Treasury Management Agency has issued its guidelines for the introduction of the market making trading system. Under the proposed system each broker will have to quote an offer price for whatever his client may express an interest in. In this way the client can shop around to get the best rate on parade. The National Treasury Management Agency's thinking is partly based on the hope that foreign investment will be encouraged by price competition on Irish gilts and the fact that these can be executed immediately without the need to match buyers and sellers. This will have the effect of making Government stocks more attractive to German and other foreigners, who now hold over £3 billion of our national debt. It will also have the effect of making it easier for the Minister for Finance to raise — I hope a diminishing amount — funds in the future.

This new development must be welcomed, but I ask the Minister what implications it will have for the private investor. At present it is very difficult for a private investor to buy or sell Government securities at market price. The market appears to be solely for institutions and it is a scandal that facilities have not been made available to the private investor to buy Government securities at market prices. As a matter of principle, individuals should have the right to participate in the funding of the national debt. In light of prevailing interest rates. Government securities markets are very attractive to non-tax paying investors at the moment. However, when combined with special savings accounts the Government securities will be attractive to long-term investors.

I ask the Minister to outline in his reply what provision he has made to enable special savings accounts to be used in the context of an investment in Government securities and what facilities he has made available to enable investors to invest directly in these securities in a convenient way and at market prices. In the UK, for example, individuals can invest through post offices. Whatever facilities are available here should be widespread, cheap and widely advertised. I renew my welcome for this Bill. I hope it will assist in bringing about a thriving, modern, transparent and a well regulated Stock Exchange.

I welcome the Minister of State and wish him well in his new position. On a personal level, I would like to say how sorry I felt for the Minister of State over the weekend. I hope he will be able to put this behind him and continue the great contribution he has to make to Irish public life.

Hear, hear.

It is interesting that this Bill is the first major legislation relating to the Stock Exchange in almost 200 years. The last legislation in this area was in 1799. The Minister outlined the major points of the Bill. The first is that the Central Bank will be the new regulatory authority for the Irish Stock Exchange and its member firms. The concern of the Progressive Democrats is that the Central Bank itself has not been accountable to either the Minister for Finance or the Houses of the Oireachtas in relation to its own affairs. It is questionable to expect the Stock Exchange to be responsible to a body which itself is not accountable to the Houses of the Oireachtas. I understand it is necessary for the Central Bank to be independent in relation to its monetary functions, but I question it acting as a regularly authority for the Irish Stock Exchange. If anything was found to be wrong there, this House should be able to question the Central Bank on it.

In his speech, the Minister stated:

... the Bill provides a significant role for the Minister for Finance and the Minister for Enterprise and Employment [who] has responsibility for company law issues and has, of course, a particular interest in the access of Irish firms to capital.

This is an important area because investing in shares does not seem to interest many ordinary people. Most people invest their money in areas of least risk such as property and other areas that do not create employment, and that is a major flaw. We tend to see tax advantages in urban renewal and we regard houses and property as a safe bet, but we do not consider investing in small or medium sized enterprises that are trying to raise capital to generate employment. The Government should address itself to this matter.

As regards privatisation, the Government should encourage everybody to take a share in enterprises that it wishes to privatise. Following the recent flotation of the Irish Permanent Building Society, people who had accounts in the company were given free shares. This was the first time that huge numbers of ordinary people became involved as shareholders in our Stock Exchange and it was a welcome development.

I welcome the Minister's comments on investment intermediaries and I understand that a second piece of legislation has been promised. When this Bill went through the Lower House last October it was hoped to have the second piece of legislation through the Oireachtas by the summer of 1995. In summing up, perhaps the Minister can tell us when this investment intermediary legislation is expected to pass through both Houses of the Oireachtas. Senators are concerned that there is no legislation controlling investment intermediaries in this country. While insurance brokers are subject to strict regulatory mechanisms, no such mechanisms are in place for investment brokers. Over the years many innocent people have lost their life savings to gangsters operating without conscience in this area.

We have either been slow or unable to prosecute those involved in fraudulent financial transactions. The Garda fraud squad is not in a position to deal with complex fraud and, because the necessary legislation is not in place, company directors involved in fraud have never been brought before the courts.

The Law Reform Commission has made relevant proposals which need to be examined seriously. The right to silence has been effectively used by many criminals, and the same right can be claimed by those breaking company law. In such cases it is difficult for the DPP to obtain sufficient evidence to prosecute, yet nothing has been done about the huge amount of white collar fraud.

This Act gives the Central Bank regulatory powers in respect of individual Stock Exchange members. But if there is no improvement in the law governing corporate crime to enable those in the wrong to be prosecuted, people will rightly say that introducing such legislation is a waste of time.

The Government also has a job to do in relation to access to capital. This Bill arises from a European Union Directive and demonstrates that the EU has been good for us in forcing the introduction of legislation in areas that we are slow to tackle.

We are changing part of our legal system, but the authorities are still using 18th century laws to deal with very sophisticated criminals operating in the corporate sector at the end of the 20th century.

I thank Senators for their kind remarks. The past few days has been an interesting experience for me, but the kindness of people in this House has been very touching and I appreciate it.

I welcome the opportunity to reply to this debate. The Stock Exchange Bill will make substantial changes in the regulation of stock exchanges and member firms and I am glad to have had the views of Senators on its proposals. I also welcome the support for the Bill expressed by Senators today.

The main points of the Bill can be quickly described. It marks a radical departure, naturally enough, given the differences in the regulatory climate between then and now, from the Stock Exchange (Dublin) Act, 1799 — the basic legislation in this area — which has survived for nearly 200 years and which is being repealed by this legislation.

The main requirements of that Act are that individuals selling gilts on commission must have a licence to do so. In modern times this requirement is met where a stock broking firm employs a person who holds a gilts licence and that stock exchange rules be approved by the Minister for Finance, who has, however, no power to initiate changes in such rules.

The Bill now before the House establishes the Central Bank as the regulatory authority for stock exchanges and their member firms; requires stock exchanges and member firms to get authorisation from the Central Bank; equips the bank with powers to monitor and supervise exchange surveillance of its member firms and to set down requirements and conditions which exchanges and member firms must meet.

The Bill also gives significant powers to the two Ministers who are closely involved in this area: the Minister for Finance and the Minister for Enterprise and Employment. The Minister for Finance, with the consent of his colleague, will have power to set down guidelines to assist the Central Bank in administering the system of regulation guidelines which will have to be published. He will also, again with the consent of his colleague, be able to obtain reports of Stock Exchange disciplinary proceedings and to publish them where both Ministers think it proper to do so, having regard to the public good and the rights of any person referred to in the reports.

The Bill aims at making the Stock Exchange more transparent in other ways also. The Exchange will be required to have a board of directors which is broadly based and which strikes a balance between the interests of the member firms, users of the Exchange and the public interest. Moreover, the board will have to include enough independent members to promote the protection of investors and the maintenance of proper standards and the chairperson of the Exchange will have to be one of the independent board members. While these provisions are aimed at ensuring openness and transparency, I am confident that over time they will also be seen as having benefited stock exchanges and their member firms. This is because they will produce greater accountability and this, in turn, will increase investor confidence.

The Bill also reflects the provisions of two European Union Directives. The Investment Services Directive, which must be provided for in national legislation by 1 July, obliges member states to ensure a common standard of regulation for investment firms. The Capital Adequacy Directive sets out the levels of capital which investment firms must have in relation to their business. The Department of Finance, in consultation with the Central Bank and the Department of Enterprise and Employment, is about to publish legislation to implement these directives in respect of non-stock exchange investment intermediaries. I expect to introduce that legislation shortly. In the meantime, the present Bill will meet our obligations in respect of stock exchange member firms arising from the two directives.

I will now deal with points made by Senators in the course of this debate. Senator Fahey spoke about the Central Bank's supervisory approach. The bank's supervisory approach involves considerable interaction with supervised institutions through regular review meetings and inspections. The bank has developed a considerable body of supervisory experience, much of it in activities not dissimilar to stockbroking, such as treasury and investment dealing. The bank, through its banking supervision role, is currently indirectly responsible for the prudential supervision of the stockbroking arms of the Irish banks and, as part of this role, already carries out prudential inspection of these firms. In addition, the bank regularly meets international supervisory bodies and has contact with overseas regulators either to give or seek assistance or to exchange views on current regulatory practice.

The bank attended all meetings of technical experts in drawing up the EU Investment Services Directive and the Capital Adequacy Directive and attends implementation meetings on these directives and other relevant EU fora. The bank is also a member of the International Organisation of Securities Commissions, the international umbrella organisation for supervisors of investment firms. Staff of the relevant department of the bank have considerable regulatory experience and a substantial majority have relevant graduate, post-graduate or professional qualifications. Qualifications of staff have been supplemented by a strong emphasis on external technical training in the financial area. The bank will continue to develop its resources through internal training and external recruitment.

It is clear from the foregoing that the bank has the experience, expertise and trained staff it needs to carry out successfully its functions under this Bill. The bank will include a statement of how it has exercised these functions in its annual report which must be laid before the Oireachtas under the Central Bank Act, 1989. This will ensure that the House is kept informed of developments in relation to the bank's functions when the Bill has been enacted.

Senator Fahey also raised the subject of monitoring. The Central Bank will monitor member firms and the exchange carefully. If it becomes necessary to do so, the bank will issue a direction to the exchange or the member firm by writing to it setting out what it requires. The bank will be able to go to the High Court if a direction is not being implemented and the court can order that the direction be obeyed.

Senator Fahey pointed out that stock exchanges are becoming more aggressive in getting funds for companies and getting more companies listed. The Bill is aimed at regulation of exchanges and member firms. However, the new independent chairperson and independent members should help to bring fresh thinking to the Exchange and to its operations. I believe that will happen.

Senator Mulcahy spoke about a shareholders council. We require the Stock Exchange board to be representative of users and the public interest as well as of member firms. We also require it to have an independent chairperson. In that way we will achieve what Senator Mulcahy alluded to in his reference to a shareholders council. We do not need both. In addition, the Bill deals with regulation of the exchange and member firms. The operations of quoted companies and the details they supply to the exchange are matters for company law. They would also be matters for the Minister for Enterprise and Employment. However, I take the Senator's point. The Senator's reference to directors' pay applies to more than quoted companies and is essentially a matter for shareholders. The Central Bank cannot be expected to take on a role in that area which would be outside its remit.

There is no problem in principle with regard to other stock exchanges being established. If a group of people puts forward a serious proposal that is well researched and well supported to the Central Bank, the bank can authorise the establishment of other stock exchanges. It is not the intention to preclude that possibility.

Senator Honan raised a number of points. With regard to accountability to the Houses of the Oireachtas, the Governor of the Central Bank has indicated that he will appear before the Select Committee on Finance and General Affairs and he has already done so. In addition, the bank's annual report will include a report on its regulation of the Stock Exchange and that will be laid before the Houses for scrutiny. The Senator also asked about the investment intermediaries Bill. That Bill is to be published in the next day or two and we will be pressing to enact it before 1 July. It is important to have the two Bills enacted together on that date.

In summary, the Bill replaces legislation that is two centuries old with a modern regulatory framework. It establishes the Central Bank as the regulatory authority and provides a significant role for the two Ministers closely involved in the Stock Exchange. It meets Ireland's obligations in respect of Stock Exchange member firms arising from the European Union Investment Services and Capital Adequacy Directives. Finally, it ensures that the Stock Exchange will be more open and transparent than it has been up to now and that its board of directors will be representative of the users of the Exchange and the public interest as well as of its members.

I trust that my comments deal with the points raised by Members. I thank them for their contributions and I look forward to Committee Stage.

Question put and agreed to.

Acting Chairman

When is it proposed to take Committee Stage?

On Wednesday, 31 May 1995.

Committee Stage ordered for Wednesday, 31 May 1995.
Sitting suspended at 5.30 p.m. and resumed at 6 p.m.
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