Act No. 15 / 1998 Coll.
Law on capital market supervision and amending and supplementing other laws
Valid
Effective from 01.04.1998
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15
THE LAW
of 13 January 1998
on capital market supervision and amending and supplementing other laws
Parliament has decided on this law of the Czech Republic:
CAPITAL MARKET SURVEILLANCE
SCOPE AND POWERS OF THE CZECH NATIONAL MARKET BANK
Subject matter
(1) This law regulates the scope and powers of the Czech National Bank in the exercise of supervision of the capital market and lays down certain rights and obligations of the entities operating on that market.
(2) This law implements the relevant European Union39).
(3) This Act implements the relevant European Union40 regulations and also builds upon the directly applicable European Union41 regulations as regards the powers of the Czech National Bank and the obligation to remain silent.
In the exercise of supervision of the capital market, the Czech National Bank strengthens the confidence of investors and issuers of investment instruments in the capital market, in particular by contributing to the protection of investors and to the development of the capital market, and by encouraging education in this area.
Scope of the Czech National Bank in the field of capital market supervision
Czech National Bank in the Capital Market
(a) exercise supervision to the extent provided for by this law and the specific legislation governing the capital market business, the management and administration of investment funds and foreign investment funds, and the marketing of investments in such funds, the rights of commercial corporations, supplementary pension savings and supplementary pensions (1);
(b) decide on the rights, rights, protected interests and obligations of legal and natural persons, where provided for by this law or by specific legislation governing the capital market business, the management and administration of investment funds and foreign investment funds, and the marketing of investment in such funds, the rights of commercial corporations, supplementary pension savings and supplementary pensions (1);
c) controls the fulfilment of the information obligations of persons subject to the supervision of the Czech National Bank under this Act and the specific legislation governing the capital market business, the management and administration of investment funds and foreign investment funds, and the marketing of investments in such funds, the rights of commercial corporations, supplementary pension savings and supplementary pensions (1);
(d) carry out other activities under this Act.
(1) The Czech National Bank, in accordance with the directly applicable European Union Regulation on credit rating agencies (30) or the directly applicable European Union Regulation on OTC derivatives, central counterparties and trade repositories (36), shall, at the request of the European Securities and Markets Authority, confirm its decision for the purpose of performance by the competent authority in the Czech Republic. The revenue from the financial penalty imposed on the basis of such a decision shall constitute the revenue of the budget of the European Union; For the purposes of managing their payment, such financial penalties are treated as public budget revenue under the tax rules 31).
(2) A person providing a public communications network or providing a publicly available electronic communications service shall provide operational and localisation data to ESMA at its request after prior written permission by the Chairman of the Supreme Court Senate in Prague. The provision of such data shall be possible only if the conditions laid down in Article 23c (6) of Regulation (EU) No 1060 / 2009 of the European Parliament and of the Council, Article 62 (6) of Regulation (EU) No 648 / 2012 of the European Parliament and of the Council, Article 38c (6) of Regulation (EU) No 600 / 2014 of the European Parliament and of the Council, Article 48c (6) of Regulation (EU) 2016 / 1011 of the European Parliament and of the Council and Article 55 (6) of Regulation (EU) 2023 / 263144 of the European Parliament and of the Council are met.
Basic concepts
(1) Capital market service provider means a securities dealer, an investment intermediary, a bank operating on its own account with investment vehicles on the capital market, an investment company, an investment fund, an insurance undertaking, a reinsurance undertaking, a pension company, a depositary, an organised market operator, a securities settlement agent, a CSD, a foreign person authorised to do business in the same fields in the Czech Republic through a branch, 5) Czech National Bank in the scope of the stock register management.
(2) Capital market participant means, in particular, a provider of capital market services, an investor in the capital market, an issuer of securities, persons bound by such securities, the owner of securities, the issuer and the owner of another investment instrument.
Procedure before the Czech National Bank
(1) Proceedings in matters governed by this law shall be governed by general law, (7) unless the individual provisions of this law or special laws provide otherwise. The provisions of the Administrative Rules on the possible termination of the decomposition procedure (7a) shall not apply.
(2) The decision of the Czech National Bank in the field of capital market supervision may be subject to decomposition. The banking board of the Czech National Bank decides on the decomposition, which also decides on the appeal against the decision of the regulated market operator.
(3) In proceedings involving persons of a number higher than 30, documents may be served by a public order.
Subject matter of capital market supervision
Supervision of the Czech National Bank is subject to the capital market
(a) the fulfilment of the obligations laid down by this law to natural or legal persons;
(b) the fulfilment of obligations laid down in specific legislation1),
c) fulfilment of the obligations and conditions laid down in enforceable decisions of the Czech National Bank; and
(d) the fulfilment of obligations laid down in the directly applicable provisions of the European Union.
(1) The supervision of the Czech National Bank over the capital market is subject to compliance with the obligations laid down by the law governing the legal situation of companies and cooperatives, the law regulating takeover offers and the law governing the business on the capital market
(a) in a public proposal for the purchase or exchange of participating securities under a law governing the legal situation of trading companies and cooperatives, where such participating securities have been admitted to trading on a regulated market;
(b) when acquiring or reducing a share of the voting rights of companies whose shares are listed;
(c) in connection with the acquisition by or controlled by a public limited liability company of its own shares;
(d) in connection with the offer of takeover.
(2) In exercising the supervision provided for in paragraph 1, the Czech National Bank shall act in accordance with this Act and shall be entitled to impose the measures and administrative penalties provided for by this Act and the law governing the capital market business.
(3) The Czech National Bank is entitled, on its own motion, to suspend the exercise of voting rights to a person who has not properly and in a timely manner fulfilled the obligation to notify a share of voting rights or to make a takeover offer, even though the law imposes such an obligation on him for a period of up to one year from the date on which the decision becomes legal if it is necessary to protect the interests of other shareholders, creditors or employees of the company. An appeal against this Decision shall not have suspensory effect. An enforceable decision suspending the exercise of voting rights shall also be sent by the Czech National Bank to the company in which the exercise of voting rights of the obliged entity has been suspended, to the CSD and published on its website.
(1) The Czech National Bank is authorised for the purpose of exercising supervision of the capital market
(a) require information from each, including auditors; This includes data from the subscribers' database from publicly available telephone service providers,
(b) require clarification of the facts from each; the provisions of the specific legislation governing administrative procedures for the summons, presentation and questioning of witnesses shall apply mutatis mutandis;
(c) require the submission of records, reports or associated data transmitted through the electronic communications network 9b) from a person who is subject to its supervision of the capital market and who has lawfully acquired them;
(d) require a legal or natural person providing a public communications network or providing a publicly available electronic communications service to provide operational and localisation data in accordance with a special legislature35), following prior written authorisation by the Chairman of the Senate of the Supreme Court responsible for the seat of the Czech National Bank, where it can reasonably be assumed that the data provided can contribute to clarifying the facts relevant to the detection of an infringement in the capital market section or in the law governing the capital market business, including its perpetrator, and cannot otherwise be achieved for the purpose pursued, or only with disproportionate effort;
(e) carry out an on-the-spot check under a special law on the person subject to its supervision of the capital market; The Czech National Bank may invite an auditor to carry out the audit under the Act governing the activities of auditors or experts,
(f) to require the publication of the information required under the law governing the capital market business; (5) to be made available to the public by the Czech National Bank, unless the obliged entity so does;
(g) require the issuer of an investment instrument to submit an updated insider list pursuant to Article 18 (1) (c) of Regulation (EU) No 596 / 2014 of the European Parliament and of the Council pursuant to the directly applicable European Union market abuse regulation (42).
(2) The Czech National Bank may apply the authorisation provided for in paragraph 1 if it is necessary to establish the information requested by the foreign supervisory authority of the financial market, provided that it is necessary for the performance of its tasks in the field of financial supervision, that such information may be provided to it in accordance with Paragraph 26 and that it may exercise comparable powers in its national territory in the event of a similar request from the Czech National Bank.
(3) The person from whom the Czech National Bank is entitled to require information, documentation, clarification of facts, records, reports or associated information pursuant to paragraph 1 or 2 shall be required to provide such information, documentation, clarification of facts, records, reports or associated data without undue delay, or within a time limit set by the Czech National Bank.
(4) Persons for whom it is reasonable to suspect that, without the appropriate authorisation or approval of the Czech National Bank, they are carrying out an activity for which the authorisation or approval of the Czech National Bank is required, the Czech National Bank or the authorised person shall be entitled to check in accordance with the control rules to the extent necessary to establish the facts relating to such an activity.
(5) The person entrusted by the securities dealer or entrusted by the pension company to perform certain activities under the law governing the capital market business or supplementary pension savings is entitled to control the Czech National Bank in accordance with the rules of control to the extent that that person was entrusted with carrying out the business.
(6) By decree, the Czech National Bank will determine the details, time, form and manner of compliance with the information obligation under Section 8 (1) (g).
Information obligation in relation to the Czech National Bank in connection with the issue of such bonds or similar securities representing the right to repayment of the amount due and similar securities
A person domiciled or resident in the Czech Republic who issues such bonds or similar securities representing the right to repayment of the amount due abroad, or who issues similar securities representing the right to repayment under the law of a foreign State, shall, at the latest at the date of issue of such bonds or similar securities representing the right to repayment of the amount due to the Czech National Bank, provide information on the volume of their issue, their place of issue and their form, form, yield and maturity.
Measures to remedy
(1) If the Czech National Bank exercises supervision of the capital market under this Act, it shall be entitled to take the following measures to remedy:
(a) to require the person subject to such supervision to take action within the time limit set in the measure and to report on the measures taken within the time limit set;
(b) determine how the person subject to such supervision is required to remedy the deficiency.
(2) The Czech National Bank may impose a public warning instead of a fine. At the same time, the Czech National Bank shall decide on the scope, form and manner of publication of the warning, as appropriate, at the expense of the person to whom the public warning is imposed.
Transfers
(1) A natural, legal or business natural person commits an offence by:
(a) as a controlled person under the control rules, fails to fulfil any of the obligations under Article 10 (2) of the control rules;
(b) as a mandatory person under the control rules, fails to fulfil the obligation under Article 10 (3) of the control rules;
(c) infringes the obligation under Paragraph 8 (3);
(d) does not provide information pursuant to § 8a;
(e) infringes an obligation under Article 7a (1) (a) or (c); or
(f) in breach of Article 27, use the information referred to in Article 26 (1) for a purpose other than that specified.
(2) A natural person may be fined up to 5 000 000 CZK for the offence referred to in paragraph 1 (a) to (d) and a fine up to 25 000 000 CZK for the offence referred to in paragraph 1 (e) or (f).
(3) Legal and business persons may be fined up to 10 000 000 CZK for an offence referred to in paragraph 1 (a) to (d) and for an offence referred to in paragraph 1 (e) or (f) for a fine up to 50 000 000 CZK.
Common provisions on infringements
(1) The Czech National Bank is discussing transfers under this law.
(2) The income from fines imposed on securities dealers shall be the income of the securities dealers' Guarantee Fund; such revenue shall be treated as public budget resources for the purposes of managing their payment. Fines imposed on securities dealers shall be collected and enforced by the customs office.
Procedure for remedies
(1) The administrative procedure in which the remedies provided for in this Act are imposed may be initiated within one year of the date on which the Czech National Bank became aware of the facts relevant for their imposition, but no later than 10 years after the date on which the obligation for which they are last imposed was infringed.
(2) If there is a risk of delay or irremovable interference in the rights of other persons, the proceedings in which the Czech National Bank imposes remedies and administrative penalties under this Act or special laws may also be initiated by delivering a decision by the Czech National Bank on a provisional measure.
(3) The Czech National Bank shall be entitled to initiate both administrative proceedings and service by means of a public order, provided that at least one of the conditions laid down in paragraph 2 is met and that the decision has not been delivered and the circumstances further suggest that the person concerned will avoid service of the decision and that delays in the legal effects of the service could significantly make it more difficult or impossible to implement the remedy or administrative penalty measures. In this case, the decision of the Czech National Bank is delivered at the moment of the publication of the Order on the official plate of the Czech National Bank.
(4) When imposing remedies under this law, the Czech National Bank is based in particular on the nature, gravity, manner, duration and consequences of the infringement. In deciding on the selection of remedies under this law, the Czech National Bank is also obliged to take into account the nature of the business and other gainful activities carried out by the person to whom the remedies are imposed.
(5) The person authorised to keep a register of investment vehicles shall be bound by a decision of the Czech National Bank relating to the register held by him as soon as it has been delivered to him, unless otherwise specified in the decision. The regulated market operator shall be bound by a decision of the Czech National Bank suspending securities trading and by a decision of the Czech National Bank on a provisional measure concerning securities as soon as it has been delivered, unless otherwise specified in the decision.
Provisional measures
(1) Except where interim measures may be imposed under the general administrative rules, the Czech National Bank is entitled to impose interim measures in the exercise of capital market supervision if this is necessary to ensure the protection of the rights and the rights of the protected interests of persons who are not parties to the administrative procedure, or if the execution of the final decision would be thwarted or seriously jeopardised. The Czech National Bank shall be entitled to deposit the interim measure referred to in paragraph 2 even if the supervisory authority of another Member State of the European Union or of the European Economic Area so requests (hereinafter referred to as "the Member State ').
(2) The Czech National Bank may impose a preliminary measure
(a) not to register any transfer of securities from that account to any other account of the same or other person, or to the registration of a contractual lien, for the person against whom corrective or administrative penalty is taken;
(b) to any person who holds an account of securities in order not to act in a way aimed at transferring securities from that account to any other account of the same or other person, or to register a contract lien, if it is an account to which they have been transferred by a person against whom corrective or penalty measures are taken or by another party to proceedings, securities from their accounts;
(c) to any person who has, in custody or custody of the securities of persons against whom corrective or penalty measures are taken, or to any other party to proceedings, in order not to act in a manner that seeks to transfer such securities to another person;
(d) a bank, a branch of a foreign bank or a savings and credit cooperative which they maintain for the person against whom the remedies or penalties are taken, or for any other party to the proceedings, a normal, deposit or other account, so as not to pay the funds from that account, do not charge them or otherwise charge them;
(e) a bank, a branch of a foreign bank or a savings and credit cooperative that holds a normal, deposit or other account in order not to pay the funds from that account, not to charge them or otherwise to charge them for an account to which they have been transferred by the person against whom the remedies or penalties are taken or by another party to proceedings.
(3) The decision on the interim measure shall be served on the parties to the proceedings and on the persons who, by decision on the interim measure, are required to comply with points (a) to (e) of paragraph 2; the decomposition brought against this Decision does not have suspensory effect. A party to the interim measure procedure referred to in paragraph 2 shall not be obliged under paragraph 2 (a) to (e).
(4) The provisional measure shall expire five days after its regulation. If the reasons for which it has been ordered are not omitted, the Czech National Bank shall file a motion against the parties before the court to impose the obligations referred to in paragraph 2 which were set out in the decision on interim measures. The application must be lodged before the court within five days of the order for interim action; in that case, the provisional measure shall expire only on the date of enforcement of the order of the court which decided on the application.
(5) The decision on interim measures shall also include an indication of when and under which conditions the interim measures cease to exist. If the Czech National Bank submits an application to the court pursuant to the third sentence of paragraph 4, it shall send the parties concerned the same day.
(6) The same obligation as may be imposed in the decision on interim measures under this Act may be imposed by the Czech National Bank in the exercise of its supervision of the capital market as a remedy under this Act or by the special legislation referred to in § 3. The decomposition against a decision under the first sentence shall not have suspensory effect. The Czech National Bank may indicate in the decision the duration of the obligation imposed or the condition whose implementation ceases to be effective. This condition may be that the Czech National Bank be notified of the withdrawal of the measures to correct the debtor.
Lists and documentation management and publication
(1) The Czech National Bank keeps lists
(a) securities dealers;
(b) operators of a regulated market;
(c) settlement system operators with settlement finality;
(d) insurance undertakings;
(e) investment intermediaries;
(f) settlement systems with irrevocability and participants;
(g) participants in foreign settlement systems with irrevocability of settlement resident or established in the Czech Republic;
(h) participants in a CSD;
(i) credit assessment agencies;
(j) persons authorised to keep separate records of investment vehicles;
(k) foreign markets similar to a regulated market located in a State which is not a Member State;
(l) the prospectus of a security approved by the Czech National Bank, including an electronic reference to the prospectus of the security published on the website of the issuer or organiser of the regulated market for at least 12 months after approval,
(m) a certificate of approval of a prospectus of a security or a supplement of a prospectus approved by the supervisory authority of another Member State which has been provided by that authority, including an electronic reference to the certificate of approval published on the website of that supervisory authority, the issuer or the organiser of the regulated market for at least 12 months from the date of issue of the certificate of approval;
n) foreign persons providing investment services on the territory of the Czech Republic with details of any branch of a commercial establishment located in the territory of the Czech Republic,
(o) bound representatives of pension companies,
(p) tied agents under the Capital Market Act,
(q) accredited persons;
(r) SME markets;
(s) systematic internalisers;
(t) the shares referred to in Article 14 (6) of Regulation (EU) No 600 / 2014 of the European Parliament and of the Council on markets in financial instruments;
(u) operators of the data reporting service with their head office or their head office in the Czech Republic;
(v) pension companies;
(w) depositories of participating funds and transformed funds;
(x) international financial institutions whose debts are guaranteed by the States that are its members; and
(y) reputable credit rating agencies.
(2) The lists referred to in paragraph 1 are neither public lists nor public registers under the law governing public registers of legal and natural persons.
(3) The lists referred to in paragraph 1 shall include at least:
(a) in the case of a legal person, the commercial firm or the name, registered office and identification number of the person, where assigned, the subject matter of the activity and, where applicable, any other activity registered or authorised by the Czech National Bank; and
(b) in the case of a natural person, the commercial firm or the name and surname, the address of the place of residence or registered office and the identification number of the person, where assigned, the subject matter of the activity and, where applicable, any other activity registered or authorised by the Czech National Bank; and
(c) information on the final decision to withdraw the authorisation of the person listed, including the reason for the withdrawal; the information shall be published for a period of 5 years from the date on which the decision becomes final.
(4) The Czech National Bank shall publish the lists referred to in paragraph 1 on its website and update them without undue delay.
(5) The Czech National Bank publishes and regularly updates on its website in the Czech and English languages the list of legislation governing the capital market business, corporate law, supplementary pension savings and supplementary pension insurance, and official communications from the Czech National Bank to them.
(1) The Czech National Bank publishes on its website the final or enforceable decisions it has made under this Act or the special legislation in the capital market (1), each with anonymous data from third parties and in such a way that the information covered by the law governing the protection of classified information is not disclosed.
(2) The decision referred to in paragraph 1 may be published without the identification details of the person concerned (hereinafter referred to as "the person concerned") if the publication of:
(a) was manifestly disproportionate to the person concerned on the basis of a prior assessment;
(b) cause disproportionate and serious damage to the person concerned;
(c) jeopardise the stability of the financial market; or
(d) jeopardise ongoing criminal or administrative proceedings.
(3) In the case of the procedure referred to in paragraph 2, the identification data of the person concerned may be disclosed after the reasons referred to in paragraph 2 have ceased to exist. Where the procedure referred to in paragraph 2 is not sufficient, publication of the decision may be postponed until the reasons referred to in paragraph 2 have ceased to exist.
(4) The decision referred to in paragraph 1 to impose an administrative penalty for an offence, remedy or other measure shall be published for at least 5 years. Personal data may be published for a maximum period of 5 years under the Personal Data Protection Act concerning the person concerned contained in such a decision.
(5) If an action is brought against a published decision, the Czech National Bank shall publish that fact on its website. The Czech National Bank shall publish in the same way information on the outcome of the judicial review.
Reporting mechanism
(1) The Czech National Bank shall establish, maintain and apply an effective reporting mechanism which allows for the notification of a breach or a threat of a breach of this law, the law governing the capital market business, the law governing investment companies and investment funds, the legislation implementing and directly applicable European Union law in the field of financial market activities (hereinafter referred to as "infringement notification") and the evaluation of that infringement notification.
(2) The reporting mechanism referred to in paragraph 1 will also allow the notification of an infringement to be made anonymously.
(3) The Czech National Bank shall publish on its website, in a separate, easily traceable section, transparent, understandable and reliable information on the reporting mechanism referred to in paragraph 1, so that everyone can make an informed decision as to whether, how and when to make the notification of the infringement.
(4) The information referred to in paragraph 3 shall include at least:
(a) the ways in which the notification of the infringement can be made and the ways in which the Czech National Bank contacts the person who made the notification of the infringement, together with
1. the telephone numbers on which the infringement notice may be made, including whether the calls are recorded;
2. electronic and postal addresses at which the notification of an infringement can be made and which are safe and confidential;
(b) a description of the procedures for notification of infringements, together with an indication of:
1. information that the notification of an infringement may be made anonymously,
2. the way in which the Czech National Bank may request the addition of a notification of an infringement or clarification thereof,
3. the type, content and time frame for feedback on the results of the infringement notification provided by the Czech National Bank to the person who made the infringement notification (hereinafter the notifier),
(c) the regime for the protection of information contained in the infringement notification, including a detailed description of the circumstances in which confidential data concerning the notifier may be made available to another person pursuant to Article 27, 28 or 29 of Regulation (EC) No 596 / 2014 of the European Parliament and of the Council and Article 26;
(d) a description of the procedures for the protection of notifiers, in particular staff of persons subject to the supervision of the Czech National Bank, pursuant to § 18a; and
(e) a statement that the notification of an infringement does not constitute an infringement of any restriction on the disclosure of information resulting from a contract or legislation and that no liability of any kind is incurred by the notifier in connection with such disclosure of the information.
(5) The Czech National Bank shall provide the potential notifier with the information referred to in paragraphs 3 and 4 before receiving the notification of the infringement or at the time of its receipt.
Means of communication for receiving infringement notifications
(1) The Czech National Bank shall establish, maintain and use user-friendly, independent, independent and secure means of communication to receive infringement notifications and to communicate follow-up measures to ensure the confidentiality of information.
(2) The means of communication referred to in paragraph 1 shall be considered independent and independent where:
(a) are separated from other means of communication used by the Czech National Bank;
(b) are designed, created and used in a way that ensures the completeness, integrity and confidentiality of information and prevents access by unauthorised persons; and
(c) allow long-term storage of information.
(3) The means of communication referred to in paragraph 1 shall make it possible to receive notifications of infringements at least:
(a) in both electronic and paper form,
(b) oral by telephone (hereinafter referred to as "telephone") with or without an alert; and
(c) a personal meeting with one of the staff designated under Paragraph 17.
Designation of staff
(1) The Czech National Bank shall designate the staff members who receive and handle infringement notifications (hereinafter referred to as "designated staff"). The appointment of a staff member shall be sufficiently trained to carry out the tasks referred to in paragraph 2.
(2) Designated staff
(a) provide, upon request, information on the procedures for making the notification of the infringement;
(b) receive and deal with infringement notifications; and
(c) maintain contact with the notifier if he has provided his contact details.
Procedure of the Czech National Bank after receipt of the infringement notification
(1) If the Czech National Bank receives the notification of the infringement in a manner other than through the means of communication provided for in Section 16, it shall transmit the notification of the infringement to the designated staff by means of the means of communication provided for in Section 16 without delay and without change.
(2) The Czech National Bank shall keep a record of each infringement notification received.
(3) The Czech National Bank shall acknowledge receipt of the written notification of the infringement to the electronic or postal address indicated by the notifier, unless it has requested other means of confirmation. The Czech National Bank will not confirm the receipt of this notification should the protection of the personal data of the notifier be jeopardised.
(4) The Czech National Bank is entitled to record such notification on receipt of a notification of an infringement by telephone with a record of a call
(a) sound recording in permanent and traceable form; or
(b) a complete and precise transcription of such a call; The Czech National Bank will allow the notifier to check, correct and approve this transcript of the call.
(5) The Czech National Bank is entitled to record such notification by telephone upon receipt of a notification of an infringement without a record of the call. The Czech National Bank will allow the notifier to check, correct and agree with his signature.
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Regulation Information
| Citation | Act No. 15 / 1998 Coll., on supervision in the field of capital market and amending and supplementing other laws |
|---|---|
| Regulation Type | - |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 06.02.1998 |
|---|---|
| Effective from | 01.04.1998 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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