4.2.1. Appointment of a compliance adviser

Where the AFSA chooses to exercise power under section 85 of the Framework Regulations to require a Person to appoint an Authorised Firm or Ancillary Services Provider to act as a compliance adviser, the AFSA will notify the relevant Person in writing. Guidance The AFSA may require the appointment of a compliance adviser where a Reporting Entity has been held to have breached the Acting Law of the AIFC and/or Authorised Market Institutions Rules.

4.2.2. Procedure for appointing a compliance adviser

A Reporting Entity required to appoint a compliance adviser must, prior to making the appointment:

• (a) take reasonable steps to ensure that the proposed compliance adviser has the required knowledge, experience, qualifications and resources to carry out its obligations under MAR; and
• (b) notify the AFSA of the proposed compliance adviser’s name and business address; and
• (c) take reasonable steps to ensure that the proposed compliance adviser and its relevant Employees are independent and that any conflicts of interest are appropriately managed.

4.2.3. Provision of information to the AFSA

If requested by the AFSA, a Reporting Entity appointing a compliance adviser must provide the AFSA with such information as it may require including information regarding knowledge, experience, qualifications and resources of the compliance adviser.

4.2.4. Conflicts of interest

A Reporting Entity must notify AFSA if it becomes aware, or has reason to believe, that the compliance adviser or its relevant Employees have a conflict of interest which has not been appropriately managed.

4.2.5. Appointment of a compliance adviser for a specified period

• (a) The AFSA may, by written notice, require a Reporting Entity to appoint a compliance adviser for a specified period to assist the Reporting Entity in meeting its continuing obligations under the Framework Regulations and MAR.
• (b) A Reporting Entity that is required to appoint a compliance adviser in accordance with the requirements in this section must ensure that a compliance adviser continues to fulfil the role of compliance adviser until such time as the AFSA advises the Reporting Entity in writing that a compliance adviser is no longer required.

4.2.6. Obligation of a Reporting Entity to rectify failure

Where a Reporting Entity is advised by its compliance adviser that it is failing or has failed to comply with its obligations under the Framework Regulations and MAR, the Reporting Entity must without undue delay:

• (a) take reasonable steps to rectify the failure as soon as practicable; and
• (b) if the Reporting Entity does not or is unable to rectify the failure as soon as practicable notify the AFSA of that fact.

4.2.7. Provision of information to the AFSA

A Reporting Entity must provide to the AFSA any information in such form and within such time as the AFSA may reasonably require regarding its compliance adviser or any advice the compliance adviser is providing, or has provided, to the Reporting Entity regarding its continuing obligations under the Framework Regulations and MAR.

4.2.8. Co-operation with the AFSA

A Reporting Entity must take reasonable steps to ensure its compliance adviser cooperates in any investigation conducted by the AFSA including answering promptly and openly any questions addressed to the compliance adviser, promptly producing the originals or copies of any relevant documents and attending before any meeting or hearing at which the compliance adviser is requested to appear.

4.2.9. Co-operation with compliance advisers

A Reporting Entity must take reasonable steps to ensure that it and its Employees:

• (a) provide such assistance as the compliance adviser reasonably requires to discharge its duties;
• (b) give the compliance adviser right of access at all reasonable times to relevant records and information;
• (c) do not hinder or interfere with the compliance adviser’s ability to discharge its duties; and
• (d) do not withhold information that would assist the compliance adviser advising the Reporting Entity of its duties;
• (e) do not provide misleading or deceptive information to the compliance adviser; and
• (f) report to the compliance adviser any matter which may significantly affect the financial position of the Reporting Entity or the price or value of the Securities.

4.2.10. Termination of appointment

Where a Reporting Entity dismisses its compliance adviser, the Reporting Entity must advise the AFSA in writing without delay of the dismissal, giving details of all relevant facts and circumstances.

4.2.11. Resignation of compliance adviser

Where a compliance adviser resigns, the Reporting Entity must without delay advise the AFSA in writing of the resignation, giving details of all relevant facts and circumstances.