Section 12 Investments and Securities Act 2025

Section 12 of the Investments and Securities Act 2025 is about Disclosure by Board members. It is under Part II (Establishment of the Governing Board of the Commission) of the Act. It provides as follows:

(1) where a member of the Board is directly or indirectly interested in —
(a) the affairs of any company or enterprise being deliberated upon by the Board; or
(b) any contract made or proposed to be made by the Board, such member shall, immediately after relevant facts have come to his knowledge, disclose the nature of his interest to the other members of the Board at the meeting of the Board.

(2) A disclosure made under subsection (1) shall be recorded in the minutes of the meeting of the Board and the member after the disclosure shall —
(a) not participate or continue to participate in any deliberation or decision of the Board with regard to the subject matter in respect of which his interest is so disclosed;
(b) not influence or seek to influence a decision to be made in relation to the matter; and
(c) be excluded for the purpose of constituting a quorum of the Board from any deliberation or decision on the subject matter.

(3) The members of the Board of the Commission shall subscribe to and be bound by a code of ethics to be approved by the Minister