S.L. 345.4 ст. 5Administrative Penalties, other administrative measures and Appeals.

(1) Where a person falling within the scope of these regulations fails to comply with any provisions of such regulations or any rules issued thereunder further implementing such regulations, the competent authority may, by notice in writing and without recourse to a court hearing, impose on such person an administrative penalty and other administrative measures in accordance with the provisions of the Financial Markets Act (MiFID and MiFIR Administrative Penalties, Measures and Investigatory Powers) Regulations, 2017.

(2) A right of appeal to the Financial Services Tribunal shall lie from the decisions which the competent authority shall take under these regulations and the provisions of Part VI of the Act shall apply mutatis mutandis. S.L.345.04 (AUTHORISATION REQUIREMENTS)

SCHEDULE

(Regulations 3)

AUTHORISATION REQUIREMENTS Resources

The regulated market must have financial resources sufficient for the performance of its functions.

Without prejudice to the generality of the foregoing, each regulated market at all times those minimum financial resources requirements and financial reporting requirements that may be required by the competent time to time. Requirements for the management body of a market operator or regulated market

(1)The market operator or regulated market must be a fit and proper person functions and be of good standing.

persons who effectively direct the business and the operations of a market must satisfy the fit and proper criterion, by being of sufficient good possess sufficient knowledge, skills and experience to perform their to ensure the sound and prudent management and operation of the market. The overall composition of the management body shall reflect an broad range of experience: Provided that in the process of authorisation of a regulated market, the persons who effectively direct the business and operations of an already regulated market in accordance with the provisions of MiFID shall be comply with the requirements prescribed in sub-paragraph (2) above.

Members of the management body shall, in particular, fulfil the following

All members of the management body shall commit sufficient time to perform their functions in the market operator. The number of directorships a member of the management body can hold, in any legal entity, at the same time shall take into account individual circumstances and the nature, scale and complexity of the market operator’s activities.

Unless representing the Government of Malta, members of the management body of a market operators that is significant in terms of its size, internal organisation and the nature, the scope and the complexity of its activities shall not at the same time hold positions exceeding more than one of the following combinations:

(i) one executive directorship with two non-executive directorships;

(ii) four non-executive directorships:

Provided that executive or non-executive directorships held within the same group or undertakings where the market operator owns a qualifying holding shall be considered to be one single (AUTHORISATION REQUIREMENTS) directorship;

Provided further that directorships in organisations pursue predominantly commercial objectives shall the limitation on the number of directorships a management body can hold.

(c) The competent authority may authorise members of the body to hold one additional non-executive directorship. authority shall regularly inform ESMA of such authorisations.

(d) The management body shall possess adequate collective skills and experience to be able to understand the market activities, including the main risks.

(e) Each member of the management body shall act with honesty, and independence of mind to effectively assess and decisions of the senior management where necessary and oversee and monitor decision-making.

(4) A market operator shall devote adequate human and financial the induction and training of members of the management body.

(5) A market operator which is significant in terms of its organisation and the nature, scope and complexity of its activities shall nomination committee composed of members of the management body perform any executive function in the market operator concerned.

(6) The nomination committee shall carry out the following functions:

(a) identify and recommend, for the approval of the management approval of the general meeting, candidates to fill management vacancies. In doing so, the nomination committee shall balance of knowledge, skills, diversity and experience of the body. Further, the committee shall prepare a description capabilities for a particular appointment, and assess the time expected. Furthermore, the nomination committee shall decide for the representation of the under-represented gender in the body and prepare a policy on how to increase the number represented gender in the management body in order to meet

(b) periodically, and at least annually, assess the structure, size, and performance of the management body, and make recommendations the management body with regard to any changes;

(c) periodically, and at least annually, assess the knowledge, experience of individual members of the management body management body collectively, and report to the management accordingly;

(d) periodically review the policy of the management body for appointment of senior management and make recommendations management body. S.L.345.04 (AUTHORISATION REQUIREMENTS)

performing its duties, the nomination committee shall, to the extent on an ongoing basis, take account of the need to ensure that the body’s decision making is not dominated by any one individual or of individuals in a manner that is detrimental to the interests of the operator as a whole. performing its duties, the nomination committee shall be able to use any resources it deems appropriate, including external advice. market operator and its respective nomination committee shall engage a qualities and competences when recruiting members to the management promoting diversity on the management body shall be put in place for management body of a market operator shall define and oversee the implementation of the governance arrangements that ensure effective and prudent of an organisation, including the segregation of duties in the and the prevention of conflicts of interest, and in a manner that integrity of the market.

management body shall monitor and periodically assess the of the market operator’s governance arrangements and take appropriate address any deficiencies. Members of the management body shall have adequate access to information documents which are needed to oversee and monitor management decision-

competent authority shall refuse authorisation if it is not satisfied that of the management body of the market operator are of sufficiently good possess sufficient knowledge, skills and experience and commit sufficient perform their functions, or if there are objective and demonstrable grounds that the management body of the market operator may pose a threat to sound and prudent management and to the adequate consideration of the market. market operator shall notify the competent authority of the identity of of its management body and of any changes to its membership, along information needed to assess whether the market operator complies with

(1) to (8) above. Organisational requirements

The regulated market shall have arrangements to identify clearly and potential adverse consequences, for the operation of the regulated its participants, of any conflict of interest between the interest of the market, its owners or its operator and the sound functioning of the market, and in particular where such conflicts of interest might prove the accomplishment of any functions delegated to the regulated market competent authority. regulated market must ensure that: has available on an ongoing basis, sufficient financial resources to facilitate its orderly functioning, having regard to the nature and extent of the transactions concluded on the market and the range and degree of the risks to which it is exposed;

is adequately equipped to manage the risks to which it is exposed , (AUTHORISATION REQUIREMENTS) including to manage ICT risk in accordance with Chapter Regulation;

(c) it has appropriate arrangements and systems to identify risks to its operations and it has effective measures to risks; (d) Repealed by Legal Notice 249 of 2024;

(e) it has effective arrangements to facilitate the efficient finalisation of the transactions executed under its systems;

(f) it has arrangements in place to ensure that it meets standards pursuant to Article 22b of MiFIR;

(g) it has at least three (3) materially active members or users, opportunity to interact with all the others in respect of price

(3) The regulated market shall have transparent and non-discretionary procedures that provide for fair and orderly trading and establish objective the execution of orders.

(4) A market operator shall not be allowed to execute client proprietary capital, or to engage in matched principal trading on any of markets it operates. Access to a regulated market