A company, which has a class of Publicly Held Securities, shall be deemed to be a reporting company;
All reporting companies shall prepare and submit to the National Securities Commission of Georgia (NSCG) and publish or distribute to registered owners:
I.
Annual
reports;
(b) Semi-annual reports; and
(c) Current reports.
II. Every person who is a member of a managing body of a reporting company shall file with the National Securities Commission of Georgia (NSCG) a report regarding the percentage of this company's securities of which he is the beneficial owner;
III. A person, acting independently or together with other persons (a "group"), shall inform the National Securities Commission of Georgia (NSCG) about the substantial acquisition of securities;
IV. Substantial acquisition of securities means beneficial ownership of securities, which provide 5% or more of the voting rights in a reporting company and also when level of beneficial ownership changes by more than 5% from that originally reported;
V. Members of the managing body of a reporting company shall exercise their rights and perform their duties: a) in good faith, b) with the care that an ordinary prudent person in a similar position would exercise under similar circumstances, and c) in a manner that they believe to be in the best interest of the company and its security holders;
VI. A Stock Exchange shall be the exclusive organizer of secondary public trading in securities;
VII. All purchases and sales of Publicly Held Securities shall be concluded through a licensed Brokerage Company;
A
licensed Central Depository shall perform the following functions:
a) open, operate and close securities accounts of participants in accordance
with its rules;
b) facilitate the settlement of securities transactions without physical
delivery of securities certificates and, in furtherance thereof, provide
facilities for comparison of data respecting the terms of settlement of
securities transactions.
Licensed Stock Exchanges and a Licensed Central Depository shall be designated Self‑Regulatory Organizations (SROs) under this law;
The main objective of such an organization, as an SRO, shall be to:
a)
Pprepare rules for its members and
supervise compliance with such rules;
Apply sanctions provided for in its inner regulations and rules or charter
against members for non-compliance with its rules.
Insider means any person who, by virtue of his membership in the managing body of a reporting company, his holdings in the capital of such company, or based upon his access to such information by virtue of the exercise of his employment, profession or duties, possesses inside information. Other persons obtaining inside information that evidently originated with an insider shall be likewise considered insiders.
It shall be unlawful for any insider, and any person who knowingly receives inside information from an insider, to:
a) Acquire or dispose of, for his own account, or the account of a third party, either directly or indirectly, Publicly Held Securities of the reporting company or companies to which that inside information relates;
b) Disclose inside information to any third party unless such disclosure is made in the normal course of the exercise of his employment, profession or duties;
c) Recommend to or procure a third party, on the basis of inside information, to acquire or dispose of Publicly Held Securities.
Analysis - The Securities Market Law (SML). The SML is drawn on German model and mostly reflects the international best practice in the field described in "The Objectives and Principles of Securities Regulation" adopted by the International Organization of Securities Commissions (IOSCO), but it has the following weaknesses: (i) It does not cover collective investment schemes (CIS), such as investment funds, and therefore there is currently no legal basis for the operation of CISs in Georgia[13]. Meanwhile, the experience obtained from the Central and Eastern Europe indicates on crucial importance of CIS, such as investment funds, in increasing the corporate governance standards and facilitating the trust amongst investors towards stock markets; and (ii) The NSCG does not have an authority to supervise private placements.
More specifically, the World Bank (WB) and the International Monetary Fund (IMF), also conducted the Assessment of the Implementation of the Objectives and Principles of Securities Regulation of The International Organization of Securities Commissions (IOSCO) in Georgia. The assessment identified quite a lot of problems in the operation of the securities regulator, the functions of which is assumed by the National Securities Commission of Georgia (NSCG). Namely, the report lists the following problems: (i) NSCG has a seriously insufficient budget; (ii) Code of ethics for NSCG staff is awaited; (iii) No specific oversight program to supervise self-regulatory organizations (SROs) has been established; (iv) Inspection and investigation powers of the NSCG over Reporting Companies and their major shareholders are not adequate; (v) Enforcement power of the NSCG on the basis of criminal legislation is limited; (vi) International Accounting Standards (IAS) are recognized but are not fully adopted in practice; (vii) There in no legislation on Collective Investment Schemes (CIS) in Georgia; (viii) There is no market surveillance and stock watch system to detect abnormal movements and unfair trading practices.
More detailed results of the assessment are summarised in Table 1.2.2.1 below:
Table 1.2.2.1 Georgia: Assessment of the Implementation of the IOSCO Principles
for Securities Regulation
IOSCO Principles for Securities Regulation
C[14]
PC[15]
MNC[16]
NC[17]
NA[18]
Comments
Principle 1 - Clear responsibilities. The responsibilities of the regulator should be clearly and objectively stated.
X
Principle 2 - Independence and accountability. The regulator should be operationally independent and accountable in the exercise of its functions and powers.
· The scope of accountability is limited.
· Lack of legal immunity for NSCG staff acting in good faith.
Principle 3 - Adequate power, resources and capacity. The regulator should have adequate powers, proper resources and the capacity to perform its functions and to exercise its powers.
X
Seriously insufficient budget. As the market develops, more revenue from fees can be expected.
Principle 4 - Clear and consistent regulatory process. The regulator should adopt clear and consistent regulatory processes.
X
Principle 5 - Professional standards. The staff of the regulator should observe the highest professional standards, including appropriate standards of confidentiality.
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