Commodity Exchange Guidelines 2019

“Ensuring Investor Protection”
SECURITIES AND EXCHANGE COMMISSION
COMMODITY EXCHANGE GUIDELINES 2019

SEC/GUI/002/02/2019
ARRANGEMENT OF GUIDELINES
PART ONE
PRELIMINARY
1. Scope of Application of Guidelines

2. Functions of Commission under these Guidelines
3. Powers of the Commission to delegate Functions
4. Determination of “fit and proper” person
PART TWO
COMMODITY EXCHANGES
5. Establishment of a commodity exchange

6. Licensing of a commodity exchange
7. Consideration of application for licence
8. Duties of a commodity exchange
9. Rules of a commodity exchange
10. Directives to a commodity exchange
11. Emergency powers of Commission
12. Commodity contracts to be approved by Commission
13. Fixing of position and trading limits in commodity contracts
14. Revocation or suspension of commodity exchange licence
15. Effect of revocation or suspension
16. Reporting by a commodity exchange
17. Commission may appoint auditor
i
PART THREE
COMMODITY DEALERS, TRADING ADVISERS AND REPRESENTATIVES
18. Licensing requirement

19. Accreditation of representatives
21. Directives to Exchange Actors
PART FOUR
ACCOUNTS AND AUDIT OF EXCHANGE ACTORS
22. Accounts and records to be kept

23. Reporting by Exchange Actors
24. Audited accounts to be lodged with the Commission
25. Auditor to report to Commission in certain cases
PART FIVE
INFORMATION, INSPECTION AND INVESTIGATION
27. Commission may call for information

28. Inspections
29. Investigations
30. Destruction of documents
PART SIX
DISCIPLINE OF EXCHANGE ACTORS
31. Disciplinary action in respect of Exchange Actors

32. Other circumstances for disciplinary action in respect of Exchange Actors
33. Effect of revocation or suspension of licence
34. Procedural requirements for exercise of disciplinary powers
PART SEVEN
MARKET ABUSE
35. False trading and market rigging transactions

36. Commodity market manipulation
37. False or Misleading Statements
ii
38. Fraudulently inducing persons to deal in securities
39. Dissemination of information about illegal transactions
40. Employment of manipulative and deceptive devices
41. Prohibition of dealings in securities by insiders
42. Penalties related to market abuses
43. Convicted persons liable to pay compensation
PART EIGHT
MISCELLANEOUS
44. Penalties
45. Definitions
iii
SECURITIES INDUSTRY (COMMODITY EXCHANGE TRADING) GUIDELINES 2019
PART ONE
PRELIMINARY
In the exercise of the powers conferred on the Commission by Section 209 of the Securities Industry
Act 2016, (Act 929), these Guidelines are made this 1st day of April 2019
PART I - PRELIMINARY
1. Scope of Application of Guidelines
These Guidelines apply to the operation of commodity exchanges under the Securities Industry Act,
2016 (Act 929).
2. Functions of the Commission under these Guidelines
(1) The functions of the Commission under these Guidelines are to:
(a) license, supervise, monitor and regulate the activities of commodity exchanges
and exchange actors ;
(b) take such steps as it considers appropriate to ensure that these Guidelines are
complied with;
(c) take such steps as it considers appropriate to maintain and promote the fairness,
efficiency, competitiveness, transparency and orderliness of commodity
exchange business;
(d) approve the rules of commodity exchanges and clearing houses;
(e) set standards of competence for, and promote, encourage, enforce the proper
conduct and integrity of exchange actors;
(f) promote understanding by the public of commodity exchange markets and of

the benefits, risks and liabilities associated with investing;
(g) counter and suppress illegal, improper and unfair practices in commodity
exchange markets;
(h) determine the rate of, and levy the fees and other charges for carrying out the
provisions of this Guidelines;
(i) Carry out any other activity incidental or conducive to the carrying out of its
functions under these Guidelines.
1
3. Powers of the Commission to delegate Functions
(1) The Commission may delegate the performance of any of its functions or the exercise of
any of its powers under these Guidelines to a person as the Commission may so
determine, as being capable of exercising such functions or powers.
(2) A delegation under this Guideline shall not prevent the concurrent performance or
exercise of the powers and duties of the Commission.
(3) Notwithstanding the delegation of any of its powers under this Guideline, the
Commission shall remain responsible for the carrying out of its powers and duties under
these Guidelines.
(4) Pursuant to the provisions of Sub-Guideline (1) of these Guidelines, and notwithstanding
any provisions to the contrary in this Guidelines, a Commodity Exchange licensed
hereunder shall have the delegated authority to carry out the following specified tasks and
responsibilities:-
(a) prescribing and enforcing rules and regulations pertaining to minimum
requirements for licensing and the operations of warehouse operators and their
specialist staff;
(b) licensing of warehouses; and
(c) overseeing and monitoring of rights and obligations of issuers, holders and
financiers of warehouse receipts as well as dealing, clearing, settlement and
custody of such instruments.
(d) Any other responsibility that may be delegated by the Commission
4. Determination of “fit and proper” person
(1) For the purpose of these Guidelines in considering whether a person is a fit and proper
person the Commission shall, in addition to any other matter that it may consider
relevant, have regard to –
(a) the financial status or solvency;
(b) the educational or other qualifications or experience having regard to the nature
of the functions which, if the application is granted, the person will perform;
(c) the ability to carry on the commodity exchange business competently, honestly
and fairly; and the reputation, character, financial integrity and reliability, of –
(i) where the person is an individual, the individual himself; or
(ii) where the person is a company, the company, its directors, chief
executive, management and all other principal officers, and any
substantial shareholder of the company.
2
(2) The Commission may in addition, in considering whether a person is a fit and proper
person –
(a) have regard to whether the person –
(i) has contravened the provision of any law designed for the
protection of investors against financial loss due to dishonesty or
incompetence of, or malpractice by, persons engaged in commodity
trading;
(ii) was a director of an Exchange Actor that has been liquidated or is
under liquidation, or whose licence is under suspension or has been
revoked by the Commission;
(iii) has taken part in any business practice that, in the opinion of the
Commission, was fraudulent, prejudicial or otherwise improper
(whether unlawful or not) or which otherwise discredited his
methods of conducting business; and
(iv) has taken part in, or been associated with, any other business practice
as would, or has otherwise conducted himself in such manner as to,
cast doubt on his competence and soundness of judgment;
(b) take into account any information in the possession of the Commission whether
provided by the applicant or not, relating to –
(i) any person who is to be employed by, associated with, or who will
be acting for or on behalf of, the applicant for the purposes of
commodity exchange business;
(ii) where the applicant is a company in a group of companies –
(a) any other company in the same group of companies; or
(b) any substantial shareholder or officer of the company or
any other company in the same group of companies;
(c) take into account whether the applicant has established effective internal control
procedures and risk management systems to ensure its compliance with all
applicable regulatory requirements, including all corporate governance
requirements under the Companies Act, 1963 (Act 179) as well as the
continuing obligations under the same such as filing of annual returns, and other
relevant company forms and processes; and
(d) have regard to the state of affairs of any other business which the person carries
on or proposes to carry on.
(3) For the purpose of this Guideline, “group of companies” means any two or more
companies one of which is the holding company of the other or others (as the case may
be).
3
PART TWO
COMMODITY EXCHANGES
5. Establishment of a Commodity Exchange
(1) No person shall establish or operate a commodity exchange except under and in accordance
with a commodity exchange license granted by the Commission under these Guidelines.
(2) A person who contravenes Sub-Guideline(1) shall be liable to pay to the Commission an
administrative penalty of four thousand five hundred (4,500) penalty units
6. Licensing of a commodity exchange
(1) An application for approval as a commodity exchange shall be made to the Commission
in the prescribed form.
(2) No approval shall be granted to any person to operate a commodity exchange other than a
body corporate.
(1) In considering an application to grant or renew a commodity exchange licence under the
Act, the Commission shall be satisfied that the applicant –
(a) is fit and proper to be licenced as a commodity exchange:
(b) has, and shall maintain at all times, such minimum paid-up capital (net of losses)
as may be determined by the Commission from time to time;
(c) shall operate an orderly, informed and fair commodity exchange;
(d) shall manage any risks associated with its business and operations prudently;
(e) shall enforce compliance by its members with its rules;
(f) has rules that make satisfactory provision for –

(i) an orderly, informed and fair market in commodity contracts that are
traded through its facilities;
(ii) the proper guidelines of commodity trading by its officers and
employees;
(iii) appropriate measures for the protection of investors; and
(iv) the prohibition of trading in commodity contracts by its officers and
employees;
(g) has sufficient financial, human and system resources to –
4
(i) establish and operate a fair and efficient commodity exchange;
(ii) meet contingencies or disasters (including events such as technical
complications occurring with automated systems);
(iii) provide adequate security arrangements;
(h) shall comply with such other conditions as may be required by the Commission;
and
(i) that it would not be contrary to the public interest to licence the applicant.
(2) A commodity exchange shall not change its substantial shareholders, or directors, chief
executive or other principal officers, except with the prior written confirmation of the
Commission that it has no objection to the proposed change and subject to compliance
with any condition imposed by the Commission.
(3) Where the Commission proposes to impose a condition or proposes to object to a

proposed change, the Commission shall give reasons for its decision and shall give the
commodity exchange a right to be heard before a final decision is made.
(4) A commodity exchange shall be exclusively engaged in its commodity business except
only in respect of such other matters as are ancillary or incidental thereto as may be
permitted by the Commission.
8. Duties of commodity exchange
(1) It shall be the duty of a commodity exchange to ensure–

(a) that it is responsible for its self-guideline subject to the provisions of these
Guidelines, its rules and to the overriding powers of the Commission;
(b) an orderly, fair and transparent market in commodity contracts traded on the
exchange;
(c) adequate market information is readily available;
(d) that risks associated with its business and operations are managed prudently;
(e) compliance with these Guidelines.
(2) A commodity exchange shall operate its facilities in accordance with its rules made and
approved under these Guidelines.
(3) A commodity exchange shall –

(a) regulate the operations, standards of practice and business conduct of its
members (and their employees and representatives) in accordance with the
rules, procedures and practices of the commodity exchange;
5
(b) keep such records as are necessary for the proper recording of each transaction
on the commodity exchange;
(c) preserve confidentiality with regard to all information in its possession

concerning its members and their clients, except that such information may be
disclosed by the commodity exchange when required in writing to do so by its
clearing house or by the Commission, or if it is ordered to do so by the Court;
(d) publish its rules ,fees and charges;
(e) identify and manage conflicts of interest;
(f) monitor market activity;
(g) provide a means for the resolution of disputes between members and between
members and their clients;
(h) ensure that only licenced warehouses and warehouse operators are used in
connection with commodity exchange trading; and
(i) provide access to a robust mechanism for clearing and settlement.
(4) A commodity exchange shall immediately notify the Commission if it becomes aware –
(a) that a member is unable to comply with any rule of the commodity exchange or
of any financial resources rules; or
(b) of a financial irregularity or other matter which in the opinion of the commodity
exchange may indicate that the financial standing or integrity of a member is in
question, or that a member may not be able to meet his legal obligations.
(5) A commodity exchange shall at all times provide and maintain –

(a) adequate and properly equipped premises;
(b) competent personnel, for the conduct of its business.
9. Rules of a commodity exchange
(1) A commodity exchange may make rules, not inconsistent with this Act, the Guidelines
or rules of the Commission or any applicable enactment, with respect to the matters for
which it has functions, including the functions delegated to it by the Commission.
(2) Rules made by a commodity exchange under Guideline 9 (1), and amendments to the
rules, shall be of no effect unless approved by the Commission.
6
(3) The Commission shall be deemed to have granted approval for the purposes of Guideline
9 (1) where it has not objected to the rules within three months after the rules have been
submitted to the Commission for approval.
(4) The Commission may, after giving a commodity exchange reasonable opportunity to
make representations about a matter, give a written directive;
(a) to suspend for the period specified in the directive, a specified provision of its
rules;
(b) to require the amendment of its rules as specified in the directive so as to bring
them in conformity with the relevant Act; or
(c) for the implementation or enforcement of its rules
(5) The rules of a commodity exchange shall make provision to the satisfaction of the
Commission –
(a) with respect to the constitution, powers and functions of the governing body of
the commodity exchange;
(b) with respect to the appointment of directors and the proper representation of
non-members and investors on that governing body;
(c) with respect to the qualifications for membership;
(d) for the exclusion from membership of persons who are not of good character
and high business integrity;
(e) for the expulsion, suspension or disciplining of members for conduct

inconsistent with just and equitable principles in connection with trading in
commodity contracts, or for a contravention of the rules of the commodity
exchange;
(f) with respect to the terms and conditions under which commodity contracts may
be made;
(g) with respect to the class or classes of commodity contracts that may be traded
by members and the terms and conditions governing trading in commodity
contracts by members;
(h) with respect to fair and properly supervised trading practices;
(i) with respect to measures to prevent manipulation, market rigging, artificial

markets and excessive speculation in its commodity exchange;
(j) for preventing the excessive use of credit by way of initial or maintenance of
margin in respect of the purchase of commodity contracts;
7
(k) with respect to the prohibition of trading in commodity contracts by dealers and
their employees and representatives, either directly or indirectly, for their own
account or account of associated persons, except in accordance with the rules of
the commodity exchange;
(l) with respect to the recording and publishing of details of trading;
(m) with respect to the clearing and other arrangements made, and the financial
condition of –
(i) the commodity exchange;
(ii) the clearing house of the commodity exchange; and
(iii) the members of the commodity exchange;
such as to provide reasonable assurance that all obligations arising
out of the trading in commodity contracts will be met;
(n) with respect to internal procedures to ensure the proper handling of complaints
from investors and to ensure that any appropriate remedial action on those
complaints is promptly taken;
(o) where a member appears to be unable, or likely to become unable, to meet his
obligations in respect of one or more market contracts, to enable action to be
taken to close out his position in relation to all unsettled market contracts to
which he is a party;
(p) generally for the carrying on the business of the commodity exchange with due
regard to the interests and protection of investors and
(q) any other rules as may be specified by the Commission
(6) The rules of a commodity exchange shall apply to the representatives and other
employees of its members, and the member shall be responsible to ensure their
compliance with such rules.
(7) The Commission may, by notice in writing served on a commodity exchange, require it
to–
(a) make rules specified in the notice within the period specified; or
(b) amend rules referred to in the notice in the manner and within the period
specified in the notice.
(8) Where the Commission is satisfied that a commodity exchange has not complied with
such a requirement within the period specified in the notice, the Commission may make
or amend the rules specified in the notice instead of the commodity exchange.
8
10. Directives to a commodity exchange
(1) The Commission may, where it considers necessary or expedient –

(a) for ensuring fair and orderly commodity exchanges, or for ensuring fair, orderly
and expeditious clearing and settlement of transactions in commodity contracts;
(b) for ensuring the integrity of, and proper management of systemic risks in,
commodity exchange markets; or
(c) for the protection of investors,
issue a directive to a commodity exchange by notice in writing either of a general or

specific nature.
(2) Any directive issued by the Commission may relate to –

(a) the clearing or settlement of commodity contracts and the making of
adjustments of contractual obligations arising out of those commodity contracts;
(b) the trading or the termination of trading on or through the facilities of that
commodity exchange;
(c) the manner in which the commodity exchange carries on its business, including
the manner of reporting off-market trades by members;
(d) the removal from office of an executive officer in the employment of a

commodity exchange;
(e) requiring the commodity exchange to deliver to it reports of transactions on the

exchange in such form as the Commission may determine or
(f) any other matter that the Commission considers necessary for the effective
administration of these Guidelines,
and the commodity exchange shall comply with any such directive.
11. Emergency powers of the Commission
(1) Where the Commission has reason to believe that an emergency exists, or where the
Commission considers it necessary or expedient in the interest of the public or for the
protection of investors, the Commission may direct, by notice in writing, a commodity
exchange to take such action as it considers necessary to –
(a) maintain or restore orderly trading in commodity contracts or any class of
commodity contracts; or
(b) liquidate any position in respect of any commodity contract or any class of
commodity contracts, including but not limited to –
9
(i) terminating trading on a commodity exchange;
(ii) suspending trading on a commodity exchange;
(iii) confining trading to liquidation of commodity contracts positions;
(iv) ordering the liquidation of all positions or part thereof or the
reduction in such positions;
(v) limiting trading to a specific price range;
(vi) modifying trading days or hours;
(vii) altering conditions of delivery;
(viii) fixing the settlement price at which positions are to be liquidated;
(ix) requiring any person to act in a specified manner in relation to
trading in commodity contracts or any class of commodity contracts;
(x) requiring margins or additional margins for any commodity
contracts; and
(xi) modifying or suspending any of the rules of a commodity exchange,
and the commodity exchange shall comply.
(2) Where the Commission suspends trading on a commodity exchange, the suspension shall
be for a period not exceeding 3 months; provided that the Commission may, where it
considers necessary, extend the suspension for one further period not exceeding 3 months
at the expiry of which the Commission shall either notify the commodity exchange in
writing that the suspension has expired, or proceed to revoke the commodity exchange
licence, as it deems appropriate.
(3) Where a commodity exchange fails to comply with a directive of the Commission within
such time as is specified by the Commission, the Commission may –
(a) set emergency margin levels in any commodity contracts or class of commodity
contracts;
(b) set limits that may apply to market positions acquired in good faith prior to the
date of the Commission’s directive; or
(c) take such other action as the Commission considers fit to maintain or restore
orderly trading in any commodity contracts or class of commodity contracts, or
liquidation of any position in respect of commodity contracts or class of
commodity contracts.
(4) In this Guideline, “emergency” means –

(a) an act of government affecting a commodity;
(b) any other major market disturbance which prevents the market from accurately
reflecting the forces of supply and demand for such commodity;
(c) a threatened or actual market manipulation or corners; or

(d) an impending emergency or natural disaster, whether in Ghana or elsewhere; or
(e) an economic or financial crisis, whether in Ghana or elsewhere, or
10
(f) any other situation or practice which in the opinion of the Commission
constitutes an emergency.
12. Commodity contracts to be approved by the Commission
(1) No commodity exchange shall permit the trading of any commodity contract on the
exchange without the prior approval of the Commission.
(2) Notwithstanding sub-clause (1) the Commission may grant approval for the trading of
any commodity contract on a commodity exchange subject to such conditions or
restrictions as the Commission may consider fit.
(3) The Commission may, by notice in writing served on the commodity exchange, withdraw
its permission given under paragraph (1) to trade a commodity contract with effect from
the date specified in the notice where –
(a) the commodity exchange fails to comply with a condition or restriction imposed
under paragraph (2); or
(b) the Commission considers it would be contrary to the interests of the investing
public to permit trading in that commodity contract to continue.
(4) The Commission shall not withdraw its permission under paragraph (3) without first
giving the commodity exchange an opportunity of being heard.
13. Fixing of position and trading limits in commodity contracts
(1) For the purpose of diminishing, eliminating or preventing excessive speculation in any
commodity under a commodity contract, the Commission may, by notice in writing from
time to time, fix such limits as it considers necessary on the amount of trading which
may be done or positions which may be held by any person, generally or specifically,
under a commodity contract traded on a commodity exchange.
(2) Such limits upon positions and trading shall apply to positions held by, and trading done,
by two or more persons acting pursuant to an express or implied agreement or
understanding, as if the positions were held by, or the trading done by, a single person.
(3) No person shall, directly or indirectly –

(a) buy or sell or agree to buy or sell a commodity contract, or any number of such
contracts, on a commodity exchange, in excess of the trading limits fixed for
one business day, or any other stated period set by the Commission, or by a
commodity exchange without the approval of the Commission; or
(b) hold or control a net buy or sell position under a commodity contract traded on
a commodity exchange in excess of any position limit fixed by the Commission,
or by the commodity exchange without the approval of the Commission.
11
(4) Nothing in this Guideline shall preclude the Commission from –
(a) fixing different trading or position limits for different commodity contracts,
different delivery months, or for different days remaining until the last day of
trading in a commodity contract; or
(b) exempting transactions under this Guideline.
14. Revocation or suspension of commodity exchange licence
(1) The Commission may, by notice in writing served on a commodity exchange, revoke
or suspend its commodity exchange licence granted under the Act with effect from the
date specified in the notice if–
(a) it is being or will be wound up;
(b) a levy of execution in respect of it has not being satisfied;
(c) a receiver or a receiver and manager have been appointed whether by a Court
or creditors in respect of its property;
(d) it has entered into a composition or arrangement with its creditors;
(e) it ceases to carry on the business for which it was licensed;
(f) the Commission has reason to believe that the licensed body or any of its
directors or employees, has not performed its functions or the functions of the
directors efficiently, honestly or fairly;
(g) the licensed body contravenes or fails to comply with a condition or restriction
applicable in respect of the licence or any other provision of this Act.
(h) it ceases to have in place satisfactory clearing facilities for the clearing and
settlement of commodity contracts traded on the commodity exchange;
(i) it fails to comply with any requirement of these Guidelines;
(j) it fails to comply with a directive of the Commission;
(k) it fails to provide the Commission with information required by the

Commission, or provides false or misleading information;
(l) it is operating in a manner detrimental to the public interest
12
(2) In a case to which sub-clause (1) applies, the Commission may, instead of revoking a
licence, suspend the licence for a specific period and may remove the suspension.
(3) The Commission shall not revoke or suspend a licence without first giving the licence
holder an opportunity of being heard.
(4) A person whose licence is revoked under this Guideline shall, for the purpose of this
Act be deemed not to be licensed from the date that the Commission revokes the
licence.
(5) A revocation or suspension of a licence of a person shall not operate so as to

(a) avoid or affect an agreement, transaction or agreement relating to the trading
in securities entered into by that person, whether the agreement, transaction or
arrangement was entered into before or after the revocation or suspension of
the licence, or
(b) affect a right, obligation or liability arising under an agreement, transaction or

arrangement.
(6) The Commission may revoke the licence of a person who fails to commence business
within six months of being granted a licence.
(7) A commodity exchange shall be deemed to have ceased to operate if –

(a) it has ceased to operate for more than 30 days unless it has obtained the prior
written approval of the Commission to do so; or
(b) it has ceased to operate under a directive issued by the Commission under these
Guidelines.
(8) The Commission shall, in the notice of revocation or suspension served under
paragraph (1), state –
(a) its reasons for doing so;
(b) the date on which the revocation or suspension takes effect; and
(c) the duration of a suspension, or the event which will terminate it.
(9) The Commission may by notice permit the commodity exchange to continue, on or
after the date on which the revocation or suspension is to take effect, to carry on such
activities affected by the revocation or suspension as the Commission may specify in
the notice for the purpose of –
(a) closing down the operations of the commodity exchange;
(b) protecting the public interest.
13
(10) Except where responding to a request for revocation, the Commission shall not revoke
or suspend a commodity exchange licence without first giving the commodity
exchange an opportunity of being heard.
(11) Where the Commission revokes or suspends the licence of a commodity exchange
under this Guideline, it shall cause notice of that fact to be published.
(1) A revocation or suspension of a licence under Guideline 11 shall not operate so as to –

(a) avoid or affect any agreement, transaction or arrangement relating to the trading
in securities entered into by that person, whether the agreement, transaction or
arrangement was entered into before or after the revocation or suspension of the
licence
(b) affect any right, obligation or liability arising under such agreement, transaction
or arrangement.
16. Reporting by a commodity exchange
(1) The financial year of a licensed commodity exchange shall end on the 31st day of
December each year.
(2) A commodity exchange shall keep proper books of accounts and records of financial
and all other transactions of the commodity exchange.
17. Submission of Daily Trading returns by a commodity exchange
(1) A commodity exchange shall file with the Commission at the end of each trading day
(a) a report on transactions of commodities that took place on the floor of the
exchange, including the price and number of commodities traded; and
(b) a statement of the transactions in commodities that have taken place outside the
trading floor and reported to the commodity exchange, including the price and
the number of commodities traded.
18. Submission of Quarterly returns by a commodity exchange
(1) A commodity exchange shall furnish the Commission not later than 21 days after the
quarter to which the return relates the following information;
(a) purchases and sales of commodities during the preceding quarter;
(b) names of commodity members that have failed to comply with any of the
continuing trading requirements of the commodity exchange;
14
(c) details of commodities traded; and
(d) details of commodities in which trading was suspended or cancelled during the
previous quarter and the reasons for the cancellation.
19. Submission of Annual returns by a commodity exchange
(1) A commodity exchange shall furnish the Commission with a report of its activities
during the preceding calendar year which shall contain information on;
(a) amendments made to the rules of the commodity exchange;
(b) changes in the composition of the governing body;
(c) any new sub-committees established or changes in membership of existing sub-

committees;
(d) admission, re-admission, resignation or expulsion of members;
(e) disciplinary action taken against members;
(f) settlement of dispute between members;
(g) trade failures;
(h) actions taken to meet any trading emergencies;
(i) details of commodities in which trading was suspended or cancelled; and
(j) the status of Settlement Guarantee Fund
(k) status of Fidelity Fund
(2) The report shall be submitted not later than 90 days after the end of the financial year
to which it relates or within any extended period granted by the Commission.
20. Submission of Annual Financial Statements by a Commodity Exchange
(1) A commodity exchange shall within 90 days from the end of its financial year, submit
to the Commission, an annual report which includes
(a) a report on the corporate governance policy of the commodity exchange and
any other information required by the Commission;
15
(b) audited financial statements prepared in accordance with the accounting
standards adopted by the Institute of Chartered Accountants (Ghana); and
(c) other requirements specified by the Commission.
(d) a description of the activities undertaken by the commodity exchange in the

financial year;
(e) the resources (including financial, technological and human resources) that the
commodity exchange had available, and used, in order to ensure compliance
with its obligations and, in particular, its obligation to ensure that the
commodity exchange operates in a fair, orderly and transparent manner; and
(f) an analysis of the extent to which the commodity exchange considers that the
activities undertaken, and resources used, have resulted in full compliance with
all of its obligations under these Guidelines, regulations and the rules of the
commodity exchange.
(2) A commodity exchange shall ensure that the annual report is accompanied by such
other information and statements as may be specified by the Commission.
(3) An annual report shall be accompanied by an audit report where required by the
Commission.
(a) The Commission may, by giving written notice to a commodity exchange,
require the commodity exchange to obtain an audit report (by a person to be
approved by the Commission) on the annual report and on any information or
(4) The financial statements to be included in an annual report shall

(a) be audited by an audit firm approved by the Commission, and
(b) be in accordance with the auditing standards by the Institute of Chartered

Accountants (Ghana).
(5) Where, in the course of audit, the auditor of a commodity exchange has reason to
believe that
(a) there has been a material adverse change in the risks inherent in the business of
that commodity exchange with the potential to adversely affect the ability of
the commodity exchange to continue as a going concern;
(b) the commodity exchange may be in contravention of Securities Industries Act,

Act 929, these Guidelines or rules of the Commission;
(c) a financial crime has been, is being or is likely to be committed; or
(d) serious irregularities have occurred; that auditor shall report immediately in
writing on the matter to the Commission.
16
(6) A report made under this Guideline does not constitute a breach of the duties of the
auditor.
(7) A person who contravenes a provision of this Guideline is liable to pay to the
Commission an administrative penalty of Five Hundred penalty units.
Where the Commission is satisfied that it is in the public interest to do so, it may appoint in
writing an auditor (at the expense of the commodity exchange) to examine, audit, and report,
either generally or in relation to any matter, on the books, accounts and records of a commodity
exchange.
PART THREE
COMMODITY DEALERS, TRADING ADVISERS AND REPRESENTATIVES
22. Licensing requirement
(1) A person, shall not carry on commodity exchange business as a commodity broker-
dealer, or hold himself out as carrying on such a business, except under and in
accordance with a commodity broker-dealer’s licence granted by the Commission under
the Act.
(2) A person shall not carry on commodity exchange business as a commodity trading
adviser, or hold himself out as carrying on such a business, except under and in
accordance with a commodity trading adviser’s licence granted by the Commission
under the Act.
(3) A person shall not act as, or hold himself out as, a representative of a commodity dealer
except under and in accordance with a commodity dealer’s representative’s licence
granted by the Commission under the Act.
(4) A person shall not act as, or hold himself out as, a representative of a commodity trading
adviser except under and in accordance with a commodity trading adviser’s
representative’s licence granted by the Commission under the Act.
(5) A commodity broker-dealer’s licence may be granted only to a company.
(6) A commodity trading adviser’s licence may be granted to an individual or to a company.
(7) A representative’s licence may be granted only to an individual.
(8) A representative shall not be licensed unless he is accredited to a named principal.
17
(9) A company which is licensed under the Act as a commodity dealer or commodity trading
adviser shall at all times employ at least two one individuals who are licenced as a
representative under the Act.
(10) A company that is licensed under the Act as a commodity dealer or commodity trading
adviser shall be exclusively engaged in that commodity exchange business except only
in respect of such other matters as are ancillary or incidental to its commodity exchange
business or otherwise as may be expressly permitted by the Commission.
(11) In the case of a bank, a commodity dealer’s licence shall be granted only to a
subsidiary incorporated by the bank for such purpose.
23. Accreditation of representatives
(1) A representative is accredited to a named principal for the purpose of these Guidelines
only if the licence of the representative states that he is accredited to the named principal.
(2) The Commission shall not issue a representative's licence unless both the representative
and the principal have notified the Commission in writing that he is, or is to be,
accredited.
(3) Where the accreditation of the representative has been terminated (whether by the
principal or the representative) –
(a) the Exchange Actor and the holder of the license l shall notify the Commission
in writing of such termination and surrender the license within fourteen days;
(b) the Commission shall amend its register of Exchange Actors accordingly.
(1) In considering an application to grant or renew an Exchange Actor’s licence under the
Act, the Commission shall be satisfied by the applicant that the applicant –
(a) is a fit and proper person to be licensed;
(b) has, and shall maintain at all times, such minimum paid-up capital as may be
determined by the Commission from time to time;
(c) shall establish adequate policies and procedures sufficient to ensure compliance
by the Exchange Actor, including its managers and employees, with its
obligations under these Guidelines as well as appropriate rules governing
personal transactions by such persons;
(d) shall maintain and operate effective organisational and administrative

requirements with a view to taking all reasonable steps to prevent conflicts of
interest from adversely affecting the interests of its clients;
18
(e) shall take all reasonable steps to ensure continuity and regularity in the
performance of its commodity exchange business and in particular will employ
appropriate and proportionate systems, resources and procedures;
(f) has sound administrative and accounting procedures, internal control

mechanisms, effective procedures for risk assessment, and effective control and
safeguard arrangements for information processing systems;
(g) has arrangements for records to be kept of all services and transactions
undertaken which shall be sufficient to enable the Commission to monitor
compliance with the requirements of these Guidelines, and in particular to
ascertain that the Exchange Actor has complied with all obligations with respect
to clients and potential clients;
(h) where holding clients’ property will make adequate arrangements to safeguard
clients’ ownership rights, especially in the event of its insolvency, and to
prevent the use of a clients’ property on own account except with the client’s
express consent;
(i) where holding clients’ funds, will make adequate arrangements to safeguard
the client’s rights and to prevent the use of clients’ funds for its own account;
(j) where it is a company, employs at least two individuals who are licenced as a
representative under the Act;
(k) in the case of an application other than for a representative’s licence, has
specified premises that are suitable for keeping records or other documents;
(l) in the case of an application for a representative's licence, has passed such
examination and undertaken such training as may be directed by the
Commission; and
(m) satisfies such other conditions as may be required or imposed by the

Commission.
(2) The Commission may grant or renew a licence under this Part subject to such conditions
or restrictions as it considers necessary.
25. Directives to Exchange Actors
(1) The Commission may by notice in writing give an Exchange Actor a directive under
this Guideline where it appears to the Commission that
(a) it is desirable for the protection of investors; or
(b) the Exchange Actor is contravening, has contravened or is about to contravene,

or has failed to comply with any provision of or requirement under these
Guidelines or, in purported compliance with any such provision or requirement
19
has furnished the Commission with information that is false, inaccurate or
misleading.
(2) A directive under this Guideline may contain all or any of the following prohibitions or
requirements –
(a) require an Exchange Actor to cease and desist from the contravention;
(b) prohibit an Exchange Actor from entering into transactions of a class or

description specified in the notice or entering into them otherwise than in
circumstances so specified or to an extent so specified;
(c) prohibit an Exchange Actor from soliciting business from a person of a class or
description so specified or from persons other than persons of such a class or
description; or
(d) prohibit an Exchange Actor from carrying on business in a specified manner or

otherwise than in a specified manner;
(e) as regards any assets whether in Ghana or elsewhere and whether they are the
assets of the Exchange Actor or not –
(i) prohibit the Exchange Actor from transferring, alienating or
otherwise disposing of such assets or from dealing with them in a
manner specified in the notice; or
(ii) require the Exchange Actor to deal with such assets in, and only in,
a manner specified in the notice;
require an Exchange Actor to maintain in Ghana assets of such value as appears
to the Commission to be desirable with a view to ensuring that he will be able to
meet his liabilities in respect of his commodity business;
(f) require an Exchange Actor to transfer control of assets of a specified class or

description to a trustee approved by the Commission; and
(g) require an Exchange Actor to comply with such other matter as the Commission
considers necessary for the protection of investors.
(3) An Exchange Actor shall comply with a directive under this Guideline.
(4) A directive under this Guideline shall be for such specified period as the Commission
considers necessary (which period may be extended as considered necessary).
(5) The Commission may, by written notice either of its own motion or on the application
of an Exchange Actor on whom a prohibition or requirement has been imposed under
this guideline, rescind or vary the prohibition or requirement if it appears to the
Commission that it is no longer necessary for the prohibition or requirement to take
effect or continue in force or, as the case may be, that it should take effect or continue
in force in a different form.
20
PART FOUR
ACCOUNTS AND AUDIT OF EXCHANGE ACTORS
26. Accounts and records to be kept
(1) An Exchange Actor (other than a representative) shall keep such accounting and other
records as will sufficiently show and explain the transactions (whether effected on its
own behalf or on behalf of others) and financial position of its commodity exchange
business and shall be such as to –
(a) disclose with reasonable accuracy, at any time, its financial position at that time;
(b) enable it to prepare a true and fair profit and loss account and balance sheet as
at any time; and
(c) demonstrate whether it is maintaining in its commodity business adequate

financial resources to meet its commodity exchange business requirements and
withstand the risks to which its business is subject.
(2) Without limiting the generality of the above, such accounts and other records shall be
maintained as may be directed by the Commission.
(3) The obligations under these Guidelines are continuing obligations and continuous
performance of them is required so as to ensure that records are updated daily.
(4) Information required to be recorded by these Guidelines shall –

(a) be recorded in such a way as to enable a particular trade to be identified at any
time and traced through from initiation of the order to final settlement; and
(b) be arranged, filed, indexed and cross-referenced so as to permit access to any

particular record.
(5) The accounting and other records required to be maintained under this Guideline shall
be preserved by the Exchange Actor for a period of not less than 7 years from the date
on which they are made, and shall at all reasonable times be open to inspection by the
Commission or by an auditor appointed by the Commission.
27. Reporting by Exchange Actors
(1) The financial year of a licensed an exchange actor shall end on the 31st day of
December each year.
(2) An Exchange Actor shall keep proper books of accounts and records of financial and
all other transactions of the commodity exchange.
28. Submission of Quarterly returns by an Exchange Actor
21
(1) An Exchange Actor shall furnish the Commission not later than 21 days after the
quarter to which the return relates. The quarterly return shall relate to;
(a) purchases and sales of commodities during the preceding quarter;
(b) details of commodities traded; and
(c) details of commodities in which trading was suspended or cancelled during the
previous quarter and the reasons for the cancellation.
29. Annual report of an Exchange Actor
(1) A commodity exchange shall within ninety days from the end of its financial year,
submit to the Commission, an annual report which includes
(a) a report on the corporate governance policy of the Exchange Actor and any
other information required by the Commission;
(b) audited financial statements prepared in accordance with the accounting

standards adopted by the Institute of Chartered Accountants (Ghana); and
(c) other requirements specified by the Commission.
(d) a description of the activities undertaken by the Exchange Actor in the financial
year;
(2) An Exchange Actor shall ensure that the annual report is accompanied by such other
information and statements as may be specified by the Commission.
(3) An annual report shall be accompanied by an audit report where required by the
Commission.
(4) The Commission may, by giving written notice to an Exchange Actor, require the
Exchange Actor to obtain an audit report (by a person to be approved by the
Commission) on the annual report and on any information or
(5) The financial statements to be included in an annual report shall

(a) be audited by an audit firm approved by the Commission, and
(b) be in accordance with the auditing standards by the Institute of Chartered

Accountants (Ghana).
(6) Where, in the course of audit, the auditor of an Exchange Actor has reason to believe
that
(a) there has been a material adverse change in the risks inherent in the business of
that Exchange Actor with the potential to adversely affect the ability of the
Exchange Actor to continue as a going concern;
(b) the Exchange Actor may be in contravention of Securities Industries Act, Act
22
929, these Guidelines or rules of the Commission;
(c) a financial crime has been, is being or is likely to be committed; or
(d) serious irregularities have occurred; that auditor shall report immediately in
writing on the matter to the Commission.
(7) A report made under these Guidelines does not constitute a breach of the duties of the
auditor.
(8) A person who contravenes a provision of this guideline is liable to pay to the
Commission an administrative penalty of Five Hundred penalty units.
30. Audited accounts to be lodged with the Commission
(1) An Exchange Actor shall –

(a) for the financial year beginning on the day on which he commences a
commodity exchange business; and
(b) for each subsequent year,
prepare financial statements made up to the last day of the financial year which shall
show a true and fair view, contain the information prescribed, and shall lodge those
documents with the Commission not later than [3] months after the end of the financial
year, together with an auditor's report which shall express opinions on such matters as
may also be prescribed.
31. Auditor to report to the Commission in certain cases
(1) If, during the performance of his duties as auditor for an Exchange Actor, an auditor –
(a) becomes aware of any matter which in his opinion adversely affects the financial
position of the Exchange Actor to a material extent; or
(b) discovers evidence of a contravention of the provisions of these Guidelines

relating to client assets, or as to the accounts and records to be kept,
he shall as soon as is practicable, and in any event within seven days, report it in writing to the
Commission and to the Exchange Actor.
(1) Where the Commission is satisfied that it is in the public interest to do so, it may
appoint in writing an auditor (at the expense of the Exchange Actor) to examine, audit,
and report, either generally or in relation to any matter, on the books, accounts and
records of the Exchange Actor, and on money, securities or other property held on
23
account of any other person by the Exchange Actor or by a nominee appointed by the
Exchange Actor, if –
(a) the Exchange Actor has failed to lodge an auditor's report;
(b) the Commission has received an adverse auditor’s report; or
the Commission has reason to believe that the Exchange Actor has failed to comply
with the provisions of these Guidelines relating to client assets, or as to the accounts
and records to be kept.
PART FIVE
INFORMATION, INSPECTION AND INVESTIGATION
33. Commission may call for information
In addition to the provisions of sections 24 to 34 of the Act, the Commission may, by notice in
writing, require an Exchange Actor to furnish it with such information as it may require for the
exercise of its functions within such reasonable time and verified in such manner as it may specify.
34. Inspections
For the purpose of ascertaining whether a person who is, or at any time has been, an Exchange
Actor is complying or has complied with any provision of or requirement under the Act or these
Guidelines, or the terms and conditions of his licence, the provisions of section 36 of the Act
shall apply
35. Investigations
(1) Where the Commission has reasonable cause to believe, either from its investigation or
as a result of a complaint received, that –
(a) an offence or other contravention has been or is likely to be committed under
the Act, Companies Act, 1963 (Act 179) or these Guidelines;
(b) an Exchange Actor may have engaged in defalcation, fraud, misfeasance or

other misconduct in connection with his commodity business; or
(c) the manner in which an Exchange Actor has engaged or is engaging in his
commodity business is not in the interest of the consumer or the public interest,
the Commission may in writing direct one or more of its employees or one or
more other persons (“the investigator”) to investigate any of these matters and
to report the results of the investigation to the Commission.
(2) Any person who is reasonably believed or suspected by the investigator to have in his
possession or under his control any record or document which contains, or which is
likely to contain, information relevant to an investigation under this Guideline, or who
24
is so believed or suspected of otherwise having such information in his possession or
under his control, shall –
(a) produce to the investigator, within the time and at the place as the investigator
requires in writing, any record or document specified by the investigator which
is, or may be, relevant to the investigation, and which is in his possession or
under his control;
(b) if required by the investigator, give the investigator an explanation or further

particulars in respect of any record or document produced under paragraph (a);
(c) attend before the investigator at the time and place the investigator requires in
writing, and answer truthfully and to the best of his ability under oath or
affirmation (which oath or affirmation the investigator is hereby empowered to
administer) any question relating to the matters under investigation as the
investigator may put to him; and
(d) give the investigator all assistance in connection with the investigation which
he is reasonably able to give, including responding to any written question
raised by the investigator.
36. Destruction of documents
A person shall not destroy, falsify, conceal or dispose of, or cause or permit the destruction,
falsification, concealment or disposal of, any document, which he knows or ought to know is
relevant to an inspection or an investigation under these Guidelines.
PART SIX
DISCIPLINE OF EXCHANGE ACTORS
37. Disciplinary action in respect of Exchange Actors
(1) Subject to the disciplinary procedural requirements of these Guidelines, where –

(a) an Exchange Actor is, or was at any time, guilty of misconduct; or
(b) the Commission is of the opinion that an Exchange Actor is not a fit and proper
person to remain an Exchange Actor,
the Commission may exercise such of the following powers as it considers appropriate
in the circumstances of the case –
(i) revoke its licence; or
(ii) suspend its licence for such period or until the occurrence of such
event as the Commission may specify;
(iii) publicly or privately reprimand the Exchange Actor.
25
(2) Subject to the disciplinary procedural requirements of these Guidelines, where an
Exchange Actor is, or was at any time, guilty of misconduct, the Commission may make
one or more of the orders, separately or in addition to any power exercisable under this
Act or Guideline, namely an order that the Exchange Actor –
(a) shall pay to the Commission an administrative penalty not exceeding three
hundred penalty units;
(b) shall pay to the Commission an amount not exceeding the amount of any profit
gained or loss avoided by the Exchange Actor as a result of the misconduct in
question;
(c) with regard to an employee or agent of an Exchange Actor –

(i) require the Exchange Actor to take action against the employee or
agent;
(ii) disqualify the employee or agent from employment in any capacity
by any Exchange Actor;
(iii) recover from the employee or agent an amount double the amount
accruing to him from his misconduct;
(d) shall pay to the Commission a sum appropriate to reimburse the Commission
for the costs and expenses that it has reasonably incurred in relation or incidental
to the investigation of its conduct.
(3) An Exchange Actor ordered to pay an administrative penalty shall pay the penalty to the
Commission within seven days, or such further period as the Commission may specify
by notice, after the order has taken effect.
38. Other circumstances for disciplinary action in respect of Exchange Actors

(1) Subject to the disciplinary procedural requirements of these Guidelines, the Commission
may revoke the licence of an Exchange Actor, or suspend such licence for such period
or until the occurrence of such event as the Commission may specify, where the
exchange actor is
(a) is an individual, he –
(i) is shown by certified medical evidence to have become mentally or
physically incapable of performing the activities to which the licence
relates;
(ii) has been adjudged a bankrupt, in Ghana or elsewhere;
(iii) is convicted, whether in Ghana or elsewhere, of fraud or other
offences involving dishonesty;
(iv) is in breach of these Guidelines;
(v) contravenes or fails to comply with any condition applicable in
respect of his licence;
(vi) fails to comply with a directive of the Commission;
(vii) fails to provide the Commission with information required, or
provides false or misleading information;
26
(viii) ceases to carry on the commodity exchange business for which he is
licenced;
(ix) is the holder of a representative’s licence and the licence of the
principal to whom he is accredited is revoked or suspended; or
(x) by reason of any other circumstances, is no longer a fit and proper
person to hold a licence;
(b) a company –
(i) the company goes into liquidation or is ordered to be wound up;
(ii) a receiver or manager of all or a substantial part of the property of
the company is appointed;
(iii) the company ceases to carry on the commodity exchange business
for which it is licenced;
(iv) the Commission has reason to believe that the company, or any of
its directors or employees, has not performed his duties honestly and
fairly;
(v) the company contravenes or fails to comply with any condition
applicable in respect of the licence;
(vi) the company does not continue to employ at least two persons who
hold representative’s licences granted under these Guidelines;
(vii) the company is in breach of the Act or of these Guidelines;
(viii) fails to comply with a directive of the Commission;
(ix) fails to provide the Commission with information required, or
provides false or misleading information; or
(x) by reason of any other circumstances, the company is no longer a fit
and proper person to hold a licence.
(2) Where the Commission suspends a licence under this Part, the suspension shall be for a
specific period.
(3) An Exchange Actor shall be deemed to have ceased to operate if –

(a) it has ceased to operate for more than 30 days unless it has obtained the prior
written approval of the Commission to do so; or
(b) it has ceased to operate under a directive issued by the Commission under these
Guidelines.
(4) Where the Commission suspends or revokes the licence of an Exchange Actor under
this Part, it shall cause notice of that fact to be published in the official Gazette.
(1) The revocation or suspension of a licence under this Part does not operate so as to
(a) avoid or affect an agreement, transaction or arrangement entered into by the
Exchange Actor on a commodity exchange where the agreement, transaction
or arrangement was entered into before the revocation or suspension; and
27
(b) affect a right, obligation or liability arising under the agreement, transaction or
arrangement.
(2) Where a licence is revoked or suspended under this Part, the Commission may by notice
in writing –
(a) require the Exchange Actor to transfer to, or to the order of, his client such
records relating to client property or to the affairs of the client held at any time
for the client, in such manner, as the Commission may specify in the notice; or
(b) permit the Exchange Actor to –

(i) in the case of a revocation, carry on business operations for the
purpose of closing down the business connected with the revocation;
or
(ii) in the case of a suspension, carry on only essential business
operations for the protection of interests of clients during the period
of suspension,
subject to such conditions as the Commission may specify in the
notice.
40. Procedural requirements for exercise of disciplinary powers
(1) The Commission shall not exercise any power under this Part without first giving the
Exchange Actor in respect of whom the power is to be exercised a reasonable
opportunity of being heard.
(2) The Commission may prescribe the manner in which the Exchange Actor shall be given
an opportunity to be heard.
(3) Where the Commission decides to exercise any power under this Part, the Commission
shall inform the Exchange Actor in respect of whom the power is exercised of its
decision to do so by notice in writing, and the notice shall include –
(a) a statement of the reasons for which the decision is made;
(b) the time at which the decision is to take effect;
(c) the duration and terms of any revocation or suspension to be imposed under the
decision;
(d) the terms in which the Exchange Actor is to be reprimanded under the decision;
(e) the amount of any pecuniary penalty to be imposed under the decision and the
period (being specified as a period after the decision has taken effect) within
which it is required to be paid.
28
PART SEVEN
MARKET ABUSE
41. False trading and market rigging transactions
(1) A person shall not create or cause to be created, or do anything that is calculated to
create a false or misleading appearance of active trading in securities on a Commodity
exchange in the country or a false or misleading appearance with respect to the market
for, or the price of the securities.
(2) A person shall not by means of purchases or sales of securities that do not involve a
change in the beneficial ownership of those securities, or by fictitious transactions or
devices, maintain, inflate, depress, or cause a fluctuation in the market price of any
securities.
(3) Without limiting sub-clause (1), a person who

(a) effects, takes part in, is concerned in or carries out, directly or indirectly, a
transaction of sale or purchase of securities being a transaction that does not
involve a change in the beneficial ownership of the securities; or
(b) makes or causes to be made an offer to sell or purchase securities at a specified

price where that person has made or caused to be made or purports to make, or
knows that a person associated with that person has made or caused to be made
or purports to make, an offer to sell or purchase the same number, or
substantially the same number of the securities at a price that is substantially the
same as the specified price;
has for the purposes of this Guideline and Guideline 41, created a false or misleading
appearance of active trading in securities on a Commodity exchange.
(4) When prosecuting a person for an act referred to in sub-clause (3), it is a defendant
establishes that the purpose for which the act was done was not, or did not include, the
purpose of creating a false or misleading appearance of active trading in securities on
the Commodity exchange.
(5) A purchase or sale of securities does not involve a change in the beneficial ownership
for the purposes of this Guideline if a person who had an interest in the securities before
the purchase or sale, or a person associated with that person, acquired an interest in the
securities after the purchase or sale.
(6) When prosecuting for an offence under sub-clause (2) in relation to a purchase or sale
of securities that did not involve a change in the beneficial ownership of those securities,
it is a defence if the defendant establishes that the purpose for which the defendant
purchased or sold the securities was not, or did not include, the purpose of creating a
false or misleading appearance with respect to the market for, or the price of securities.
(7) The reference in sub-clause (3) to a transaction of sale or purchase of securities includes
(a) a reference to the making of an offer to sell or purchase securities; and
29
(b) a reference to making of an invitation, however expressed, that expressly or
impliedly invites a person to offer to sell or purchase securities.
42. Commodity market manipulation
(1) A person shall not effect, take part in, be concerned with or carry out, directly or
indirectly, two or more transactions in securities of a body corporate which are
transactions that have or are likely to have, the effect of raising, lowering, maintaining
or stabilizing the price of securities of the body corporate on a Commodity exchange in
the country with intent to induce other persons to sell, purchase or subscribe for
securities of the body corporate or of relates body corporate.
(2) A reference in sub-clause (1) to a transaction in relation to securities of a body corporate,

includes
(a) a reference to the making of an offer to sell or purchase the securities of the
body corporate; and
(b) a reference to the making of an invitation, however expressed that expressly or

impliedly invites a person to offer to sell or purchase the securities of the body
corporate.
43. False or misleading statement
A person shall not make a statement or disseminate information that is false or misleading in a
material particular, that is likely to induce the sale or purchase of securities by any other person
or is likely to have the effect of raising, lowering, maintaining or stabilizing the market price of
securities.
44. Fraudulently inducing persons to deal in securities
(1) A person shall not induce or attempt to induce any other person to deal in securities
(a) by making or publishing a statement, promise or forecast that that person knows
to be misleading, false or deceptive;
(b) by a dishonest concealment of material facts;
(c) by the reckless making or publishing, dishonestly or otherwise, of a statement,

promise or forecast that is misleading, false or deceptive; or
(d) by recording or storing in, or by means of any mechanical, electronic or any

other device, information which that person knows to be false or misleading in
a material particular.
(2) It is a defence to a prosecution for an offence under the sub-clause (1) (d ) to establish
that, at the time when the defendant recorded or stored information the defendant had
30
no reasonable grounds for expecting that the information would be available to any
other person.
45. Dissemination of information about illegal transactions
A person shall not circulate or disseminate or authorize or be concerned in the circulation or

dissemination of a statement or information to the effect that, the price of any securities of a
body corporate will or is likely to rise or fall or be maintained by reason of a transaction entered
into or other act or thing done in relation to securities of that body corporate, or of a body
corporate that is related to that body corporate, in contravention of a provision of Guideline 35
to 41 where
(a) that person, or a person associated with that person, has entered into that
transaction or done an act or thing; or
(b) that person has received, or expects to receive directly or indirectly, a

consideration or benefit for circulating or disseminating, or authorizing or
being concerned in the circulation or dissemination of the statement or
information.
46. Employment of manipulative and deceptive devices
A person shall not directly or indirectly in connection with the purchase or sale of securities
(a) employ a device, scheme or artifice to defraud;
(b) engage in an act, practice or course of business which operates or would operate
as fraud or deceit on any other person; or
(c) make an untrue statement of a material fact or omit to state a material fact
necessary with the result that the statements made in the light of circumstances
under which they were made, appear truthful.
47. Prohibition of dealings in securities by insiders
(1) A person who is, or has during the six months immediately before a dealing in the
securities of a body corporate been connected with that body corporate shall not deal in
securities of that body corporate if by reason of that association that person is in
possession of information that is not generally available but, if it were, might materially
affect that price of those securities.
(2) A person who is, or has during the six months immediately before a dealing in the
securities of a body corporate been connected with that body corporate if by reason of
being, or having been connected with the first-mentioned body corporate that person is
in possession of information that
(a) is not generally available but, if it were, would be likely to affect materially the
price of those securities; and
31
(b) relates to a transaction actual or expected involving both those bodies corporate
or involving one of them and the securities of the other.
(3) Where a person in possession of information as provided in sub-clause (1) or (2), is not
precluded by either of those sub-clauses from dealing in those securities, that person
shall not deal in those securities if
(a) that person has obtained the information directly from any other person and is
aware, or ought reasonably to be aware of facts or circumstances by virtue of
which that other person is precluded by sub-clause (1) or (2) from dealing in
those securities; or
(b) when the information was obtained, that person was associated with that other
person or had with that person an arrangement for the communication of
information of a kind to which those sub-clause apply with a view to dealing in
securities by that person or with that other person.
(4) A person shall not when precluded by sub-clause (1), (2) or (3) from dealing in
securities
(a) cause or procure any other person to deal in securities; or
(b) communicate that information to any other person if

(i) trading in those securities is permitted on a commodity exchange
whether within or outside the country; and
(ii) that person knows, or ought reasonably to know, that that other person
will make use of the information for the purpose of dealing or causing
or procuring another person to deal in those securities.
(5) without limiting sub-clause (3) but subject to sub-clause (6) and (7), a body corporate
shall not deal in securities where an officer of those body corporates is precluded by
sub-clause (1), (2) or (3) from dealing in those securities.
(6) A body corporate is not precluded by sub-clause (5) from entering into a transaction by
reason only of information in the possession of an officer of that body corporate if
(a) the decision to enter into the transaction was taken on its behalf by a person
other than that officer;
(b) it had in operation at that time arrangements to ensure that the information was
not communicated to any person and that an advice in respect of the transaction
was given to that person by a person in possession of the information; and
(c) the information was not communicated and the advice was not so given.
(7) A body corporate is not precluded by sub-clause (5) from dealing in securities of any
other body corporate by reason only of information in possession of its officer which
was obtained by the officer in the course of duties as its officer but relates to proposed
dealings by the first-mentioned body corporate in securities of the other body corporate.
32
(8) For the purposes of this Guideline, a person is connected with a body corporate if, being
an individual, that person
(a) is an officer of that body corporate or of a related body corporate;
(b) is a substantial shareholder in that body corporate or a related body corporate;

or
(c) occupies a position that may reasonably be expected to give that person access
to information of a kind which sub-clause (1) and (2) apply by virtue of
(i) a professional or business relationship existing between that person

or the employer of that person or a body corporate of which that
person is an officer and that body corporate or a related body
corporate; or
(ii) that person being an officer of a substantial shareholder in that body

corporate or in a related body corporate.
(9) This Guideline does not preclude the holder of the licence of a broker-dealer from
dealing in securities or rights or interests in securities of a body corporate, where the
securities, rights or interests are permitted by a commodity exchange to be traded on the
Commodity exchange, if
(a) the holder of the licence enters into the transaction concerned as an agent for
any other person in accordance with a specific instruction to effect that
transaction;
(b) the holder of the licence has not given an advice to the other person in relation
to dealing in securities, or rights or interests in securities, of that body corporate
that are included in the same class as the first-mentioned securities; and
(c) the other person is not associated with the holder of the licence
(10) Where prosecution is instituted against a person for entering into a transaction whilst in
possession of certain information contrary to this Guideline, it is a defence if the person
satisfies the Court that the other party to the transaction knew, or ought reasonably to
have known, of the information before entering into transaction.
(11) For the purposes of sub-clause (7), “officer”, in relation to a body corporate, includes;
(a) a director, secretary, executive officer or employee of the body corporate;
(b) a receiver or receiver and manager of property of the body corporate;
(c) an official manager or a deputy official manager of that body corporate;
(d) a liquidator of that body corporate; and
(e) a trustee or other person administering a composition or arrangement made

between that body corporate and any other person.
33
48. Penalties related to market abuses
A person who contravenes a provision of Guideline 35 to 41 commits an offence and is liable

on summary conviction to a fine of not less than one thousand penalty units and not more than
two thousand five hundred penalty units or to a term of imprisonment of not less than four years
and not more than five years or to both.
49. Convicted persons liable to pay compensation
(1) A person convicted of an offence under Guideline 35 to 41 is liable to pay compensation

to a person who, in a transaction for the purchase or sale of securities entered into with
the first mentioned person or with a person acting for or on behalf of that first mentioned
person, suffers loss because of the difference between the price at which the securities
were dealt in at the time when the transaction took place if the contravention had not
occurred
(2) The amount of compensation for which a person is liable under sub-guideline (1) is the
amount of the loss sustained by the person claiming the compensation.
(3) Despite the Limitations Act, 1972 (N.R.C.D.54) a person shall not commence an action
under this Guideline for the recovery of a loss after the expiration of two years after the
date of completion of the transaction in which the loss occurred.
(4) Sub-guideline (1) does not affect any other liability that a person may incur under any
other law.
PART EIGHT
MISCELLANEOUS
50. Penalties
The Commission may impose an administrative penalty of five hundred penalty unit for a breach
of a non-criminal nature under these Guidelines for which a specific penalty is not provided.
51. Definitions
In these Guidelines –
“Act” means the Securities Industry Act 2016 (Act 929);
“accredited” means a person accredited to a commodity dealer or commodity trading adviser

as a representative;
“clearing house”, in relation to a commodity exchange, means a person who provides a facility
for the –
34
(a) clearing or settlement of commodity contracts traded on the exchange; and
(b) making of adjustments to the contractual obligation arising out of those commodity
contracts;
“Commission” means the Securities and Exchange Commission established by Section 1 of

the Act;
“commodity” means –
(a) agricultural, livestock, fishery, forestry, mining or energy goods, and any product that
is manufactured or processed from any such goods;
(b) financial instruments;
(c) an index, right or interest in any such commodity;
(d) any other matter as may be determined by the Commission through official Gazette
notification to be the subject of a commodity contract;
“commodity contract” means a –

(a) spot commodity contract;
(b) forward commodity contract;
(c) futures commodity contract;
(d) derivative commodity contract;
(e) such other commodity contract or class of commodity contract as the Commission may
direct;
“commodity dealer” means a person who, by way of commodity exchange business (whether
as principal or agent) –
(a) makes or offers to make with any person, or induces or attempts to induce any person to
enter into or to offer to enter into any agreement for or with a view to the purchase or sale of a
commodity contract; or
(b) solicits or accepts any order for, or otherwise dealing in, a commodity contract;
“commodity dealer’s representative” means an individual who acts for, or by arrangement,

with a commodity dealer, and who performs any of the functions of that commodity dealer in
connection with trading in commodity contracts (other than work ordinarily performed by
accountants, clerks or cashiers) whether or not he is remunerated, and whether his
remuneration, if any, is by way of salary, wages, commission or otherwise;
“commodity exchange” means as defined in the Act
35
“commodity exchange business” means trading in, or advising on trading in, commodity
contracts on a licensed commodity exchange;
“commodity trading adviser” means a person who, by way of business in respect of trading
in commodity contracts on a commodity exchange –
(a) gives advice on whether, which, the time at which or the terms or conditions of which,
commodity contracts are to be entered into; or
(b) issues analyses or reports, for the purposes of facilitating the recipients of the analyses
or reports to make decisions on whether, which, the time at which, or the terms or conditions
on which, commodity contracts are to be entered into, but does not include –
(i) a licenced commodity dealer who gives such advice or issues such analyses or
reports wholly incidental to the carrying out of his business as a commodity dealer;
(ii) a person who gives such advice or issues such analyses or reports –
(A) a newspaper, magazine, book or other publication which is made
generally available to the public; or
(B) television broadcast or radio broadcast for reception by the public,

whether on subscription or otherwise;
“commodity trading adviser’s representative” means an individual in the employment of, or

acting for, or by arrangement, with a commodity trading adviser, who performs for that
commodity trading adviser any of the functions of a commodity trading adviser (other than
work ordinarily performed by accountants, clerks or cashiers) whether or not he is remunerated,
and whether his remuneration, if any, is by way of salary, wages, commission or otherwise;
“derivative commodity contract” means a contract the effect of which is that –
(a) one party agrees to deliver to the other party a specified commodity, or a specified
quantity of a specified commodity, at a specified future time and at a specified price payable at
that time, pursuant to the terms and conditions of the rules of the commodity exchange at which
the contract is made; or
(b) the parties will discharge their obligations under the contract by settling the difference
between the value of a specified quantity of a specified commodity agreed at the time of the
making of the contract and at a specified future time, such difference being determined in
accordance with the rules of the commodity exchange at which the contract is made,
and includes options on contracts of the kind described in paragraph (a) or (b);
“director” includes a person occupying the position of director by whatever name called;
"Exchange Actor" means any individual or corporate entity recognized by the Commission
which engages in the business of buying and/or selling Exchange - traded commodities - linked
contracts in warehouse receipts for commodities for others (i.e. as an agent) or for its own
account (i.e. as a principal); An Exchange Actor may be an "Exchange Commodities Broker”, an
"Exchange Commodities Dealer” or an "Exchange Commodities Broker-Dealer” and any other
36
personnel that may be determined by the Commission to be engaged in commodity exchange
business
"market contract" means –

(a) a contract subject to the rules of a clearing house entered into by the clearing house with
a clearing member under a novation which is both in accordance with those rules and for the
purpose of the clearing and settlement of transactions using the clearing facility and subject to
the rules of a clearing house whether before or after default proceedings have commenced; or
(b) a transaction which is being cleared or settled using the clearing facility and subject to
the rules of a clearing house, whether or not a novation referred to in paragraph (a) is to take
place;
“member” means a person who holds membership of any class or description of a commodity
exchange, whether or not he holds any shares in the share capital of the commodity exchange;
“misconduct” means –
(a) a contravention of any of the provisions of the Act or these Guidelines;
(b) a contravention of any of the terms or conditions of a licence granted under the Act;
(c) failure to comply with a directive of the Commission; or
(d) an act or omission by an Exchange Actor in relation to his commodity exchange business
which, in the opinion of the Commission, is or is likely to be prejudicial to the public interest,
and “guilty of misconduct” shall be construed accordingly.
“principal” in relation to an accredited representative, means a person whom the representative

is in the direct employment of, acting for or by arrangement with, and for whom the
representative carries out any commodity exchange business;
“principal officer”
(a) in relation to a company, means any director or a person acting as director, secretary or
employee of that company in senior management and a receiver and manager of a part of the
undertaken of that company appointed under a power contained in an instrument, and a
liquidator of a company appointed in a voluntary winding up; and
(b) in relation to a partnership means any partner including sole surviving or continuing
member of the firm or a person acting as such, a secretary or employee of that firm in senior
management and a receiver and manager of a part of the undertaken of that firm appointed
under a power contained in an instrument, and a liquidator of that firm appointed in a voluntary
winding up;
“representative” means a commodity dealer’s representative or a commodity trading adviser’s

representative, as the case may be;
37
“rules” in relation to a commodity exchange or clearing house, means the rules, by-laws or
such similar body of statements, by whatever name called, that govern the activities and conduct
of –
(a) the commodity exchange or clearing house and its members or clearing members, as the
case may be;
(b) other persons in relation to it,

whether or not those rules, by-laws or similar body of statements are made by the
commodity exchange or clearing house or are contained in its constituent documents;
“spot commodity trading” means the purchase or sale of a commodity at its current market or
spot price, where it is intended that such transaction results in the physical delivery of the
commodity, and “spot commodity contract” shall be construed accordingly;
“substantial shareholder” means a shareholder entitled to exercise or control the exercise of

thirty percent or more of the voting power at a general meeting of the company or a person who
is in a position to control the composition of a majority of the board of directors of a company;
“trading in commodity contracts” means (whether as principal or agent) –

(a) making or offering to make with any person, or inducing or attempting to induce any
person to enter into or to offer to enter into any agreement for or with a view to the
purchase or sale of a commodity contract; or
(b) soliciting or accepting any order for, or otherwise dealing in, a commodity contract.
“warehouse” means any building, structure or other protected enclosure licensed by the
Commission to be used or useable, for the storage or conditioning of goods or buildings used
in relation thereof or including operation of the Warehouse;
“warehouse inspector” means a person empowered to inspect warehouses and commodities

kept therein to ensure that the warehouse operator complies with the Guidelines and the
conditions of the operator’s licence;
“ warehouse operator” means a person who for regard engages in the business of operating a
warehouse for receiving, storing, handling of goods for compensation or an agent or employee
of that person; and
“warehouse receipt” means an acknowledgement, in writing or electronic form, issued by a

warehouse operator or the authorised representative of the warehouse operator of the receipt for
storage of goods that are not owned by the warehouse operator.
38

Commodity Exchange Guidelines 2019

Uploaded by

Copyright:

Available Formats

Commodity Exchange Guidelines 2019

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Commodity Exchange Guidelines 2019

Uploaded by

Copyright:

Available Formats

“Ensuring Investor Protection”

SECURITIES AND EXCHANGE COMMISSION

COMMODITY EXCHANGE GUIDELINES 2019

1. Scope of Application of Guidelines

5. Establishment of a commodity exchange

18. Licensing requirement

22. Accounts and records to be kept

27. Commission may call for information

31. Disciplinary action in respect of Exchange Actors

35. False trading and market rigging transactions

1. Scope of Application of Guidelines

2. Functions of the Commission under these Guidelines

(d) approve the rules of commodity exchanges and clearing houses;

(f) promote understanding by the public of commodity exchange markets and of

(d) Any other responsibility that may be delegated by the Commission

4. Determination of “fit and proper” person

5. Establishment of a Commodity Exchange

6. Licensing of a commodity exchange

7. Consideration of application for licence

(a) is fit and proper to be licenced as a commodity exchange:

(c) shall operate an orderly, informed and fair commodity exchange;

(e) shall enforce compliance by its members with its rules;

(f) has rules that make satisfactory provision for –

(g) has sufficient financial, human and system resources to –

(3) Where the Commission proposes to impose a condition or proposes to object to a

8. Duties of commodity exchange

(1) It shall be the duty of a commodity exchange to ensure–

(c) adequate market information is readily available;

(e) compliance with these Guidelines.

(3) A commodity exchange shall –

(c) preserve confidentiality with regard to all information in its possession

(d) publish its rules ,fees and charges;

(e) identify and manage conflicts of interest;

(f) monitor market activity;

(i) provide access to a robust mechanism for clearing and settlement.

(5) A commodity exchange shall at all times provide and maintain –

(b) competent personnel, for the conduct of its business.

9. Rules of a commodity exchange

(c) for the implementation or enforcement of its rules

(c) with respect to the qualifications for membership;

(e) for the expulsion, suspension or disciplining of members for conduct

(h) with respect to fair and properly supervised trading practices;

(i) with respect to measures to prevent manipulation, market rigging, artificial

(l) with respect to the recording and publishing of details of trading;

(q) any other rules as may be specified by the Commission

(1) The Commission may, where it considers necessary or expedient –

(c) for the protection of investors,

issue a directive to a commodity exchange by notice in writing either of a general or

(2) Any directive issued by the Commission may relate to –

(d) the removal from office of an executive officer in the employment of a

(e) requiring the commodity exchange to deliver to it reports of transactions on the

11. Emergency powers of the Commission

(4) In this Guideline, “emergency” means –

(c) a threatened or actual market manipulation or corners; or

(e) an economic or financial crisis, whether in Ghana or elsewhere, or

12. Commodity contracts to be approved by the Commission

13. Fixing of position and trading limits in commodity contracts

(3) No person shall, directly or indirectly –

(b) exempting transactions under this Guideline.

14. Revocation or suspension of commodity exchange licence