51. Requirement to have Business Rules

An Authorised Market Institution must establish rules (“Business Rules”) governing relations between itself and the participants in the market and dealing with such matters as may be prescribed for this purpose in rules by the AFSA.

52. Approval and consultation on Business Rules

(1) An Authorised Market Institution may only bring its Business Rules and any amendment thereto into effect after such rules have been approved by the AFSA.

(2) The AFSA may require an Authorised Market Institution to make its Business Rules and any amendment thereto available for public consultation prior to their becoming effective.

53. Legal effect of Business Rules

The Business Rules (other than Listing Rules) of an Authorised Market Institution have effect as a contract:

• (a) between the Authorised Market Institution and each participant in the market; and
• (b) between a participant and each other participant; under which each of those Persons agrees to observe the Business Rules to the extent that they apply to the Person and to engage in conduct that the Person is required by the Business Rules to engage in.

54. Enforcement of Business Rules

(1) If a Person who is under an obligation to comply with or enforce any of an Authorised Market Institution’s Business Rules fails to meet that obligation, an application to the AIFC Court may be made by:

1. (a) the AFSA; or
2. (b) the Authorised Market Institution; or
3. (c) the operator of a clearing and settlement facility with which the Authorised Market Institution has clearing and settlement arrangements; or
4. (d) a Person aggrieved by the failure.

(2) After giving an opportunity to be heard to the applicant and the Person against whom the order is sought, the AIFC Court may make orders giving directions to:

1. (a) the Person against whom the order is sought; or
2. (b) if that Person is a Body Corporate, the directors of the Body Corporate; or
3. (c) if that Person is a Listed Fund, the Fund Manager of the Listed Fund, about compliance with, or enforcement of, the Business Rules.

(3) For the purposes of this section:

1. (a) if a Body Corporate fails to comply with or enforce provisions of the Business Rules of an Authorised Market Institution, a Person who holds Securities of that Body Corporate that are able to be traded on a market operated by the Authorised Market Institution is taken to be a Person aggrieved by the failure;
2. (b) if a Fund Manager of a Listed Fund fails to comply with or enforce provisions of the Business Rules of an Authorised Market Institution in respect of that Listed Fund, a person who holds Units in that Listed Fund is taken to be a Person aggrieved by the failure.

(4) There may be other circumstances in which a Person may be aggrieved by a failure for the purposes of this section.

55. Persons eligible for Membership

(1) Subject to such further admission criteria as the AFSA may prescribe by Rules, an Authorised Market Institution may only admit as a Member:

• (a) an Authorised Firm; or
• (b) a Recognised Non-AIFC Member; or
• (c) a Person that is a Body Corporate which intends to undertake Commodity derivative or Environmental Instrument transactions on the relevant Authorised Market Institution by carrying on such activities for its own account or for another Body Corporate which is in the same Group as the Person, provided that any such member of the Group for which the Person intends to act is a wholly-owned Subsidiary of a Holding Company within the Group or is the Holding Company itself
• (d)   any Person (whether or not referred to in (c)) by providing that Person with access to the facility, on which Investment Tokens are traded or cleared or both traded and cleared, in respect of only trading or clearing of Investment Tokens.

(2) An Authorised Person engaged in the activity of Operating a Private E-currency Business may only admit as a Member a Person who satisfies admission criteria set out in its Membership Rules and which is either:

• (a) an Authorised Firm;
• (b) a Recognised Non-AIFC Member; or
• (c) a body corporate or an individual (natural person) that carries on the activity solely as principal.

56. AFSA power to require report from an Authorised Market Institution

Without prejudice to its powers under section 96 (Power to gather information), the AFSA may require, at such frequency and in such manner and in such form as it may prescribe in Rules, an Authorised Market Institution to provide the AFSA with a report or reports relating to the conduct of or the performance of the regulatory functions of an Authorised Market Institution, including but not limited to a report or reports addressing:

• (a) ongoing compliance of the Authorised Market Institution with the terms of its Licence; or
• (b) complaints received and dealt with and disciplinary matters arising and dealt with; or
• (c) adequacy and performance of systems and controls; or
• (d) financial matters concerning the operation of the Authorised Market Institution.

57. AFSA power to impose requirements on an Authorised Market Institution

Without limiting the powers available to the AFSA under Part 8 (Supervision), the AFSA may direct an Authorised Market Institution to do or not do specified things that the AFSA considers are necessary or desirable or to ensure the integrity of the AIFC financial markets, including but not limited to directions:

1. (a)requiring compliance with any duty, requirement, prohibition, obligation or responsibility applicable to an Authorised Market Institution; or
2. (b)requiring an Authorised Market Institution to act in a specified manner in relation to a transaction conducted on or through the facilities operated by an Authorised Market Institution, or in relation to a specified class of transactions; or
3. (c)requiring an Authorised Market Institution to act in a specified manner or to exercise its powers under any rules that the Authorised Market Institution has made; 
4. (d) [intentionally omitted] 
5. (e) [intentionally omitted] 

58. AFSA power to give directions to an Authorised Market Institution

Without limiting the application of section 95 (Exercise of supervisory powers by the AFSA), the AFSA may direct an Authorised Market Institution to:

1. (a)close the market or facilities operated by an Authorised Market Institution in a particular manner or for a specified period; or
2. (b)suspend transactions on the market or through the facilities operated by the Authorised Market Institution; or
3. (c)suspend transactions in Investments conducted on the market or through the facilities operated by the Authorised Market Institution; or
4. (d)prohibit trading in loans or Investments conducted on the market or through the facilities operated by the Authorised Market Institution; or
5. (e)defer for a specified period the completion date of transactions conducted on the market or through the facilities operated by the Authorised Market Institution; or
6. (f)prohibit a specified Person from undertaking any transactions on the facilities operated by the Authorised Market Institution; or
7. (g)do any act or thing, or not do any act or thing, in order to ensure an orderly market, or reduce risk to the AFSA’s objectives.

59. Liability of Authorised Market Institutions and their Employees

Neither an Authorised Market Institution nor any Employee of an Authorised Market Institution may be held liable for anything done or omitted to be done in the performance or discharge or purported performance or discharge of their respective duties and regulatory functions if the act or omission is shown to have been committed or omitted in good faith.