Exchange Council

(1) Every exchange must form an Exchange Council consisting of at most 24 persons. The undertakings admitted to participate in exchange trading and investors must be represented on the Exchange Council. At a securities exchange, undertakings within the meaning of the second sentence are in particular the credit institutions, securities institutions, financial services institutions and other undertakings admitted to participate in exchange trading, as well as the capital management companies admitted to participate in exchange trading. Where the exchange is at least also a securities exchange, the specialists, the insurance undertakings whose issued securities are admitted to trading on the exchange, and other issuers of such securities must also be represented on the Exchange Council, in addition to the undertakings named in the second sentence. The number of representatives of credit institutions and securities institutions and of the capital management companies and other undertakings connected with credit institutions may not together exceed half of the members of the Exchange Council. The statutory instrument to be issued under section 13(4) may permit exceptions to the provisions of the second to fifth sentences for individual exchanges. It may in particular provide that other affected business groups are represented on the Exchange Council, and regulate the delegation of representatives of undertakings not admitted to exchange trading.
(2) The Exchange Council is in particular responsible for
1. the issuance of the Exchange Rules, the conditions for transactions at the exchange, the Fee Regulations, the Admission Rules for exchange traders, and the Trading Rules for the open market, each of which is issued as a statute,
2. the appointment, reappointment and removal of the managers of the exchange in agreement with the exchange supervisory authority,
3. the monitoring of the Management,
4. the issuance of rules of procedure for the Management, and
5. the appointment or reappointment and removal of the head of the Trading Surveillance Office on the proposal of the Management and in agreement with the exchange supervisory authority. To monitor the Management, the Exchange Council must be granted appropriate access to the information and documents required for that purpose. The decision on the introduction of technical systems serving the trading or settlement of exchange transactions requires the consent of the Exchange Council. The Exchange Rules may provide that other measures of the Management of fundamental importance require the consent of the Exchange Council. In the case of cooperation and merger agreements of the exchange operator concerning exchange operations, and in the case of the outsourcing of functions and activities to another undertaking under section 5(3), the Exchange Council must first be given the opportunity to comment.
(3) The Exchange Council adopts its own rules of procedure. It elects from among its members a chair and at least one deputy, who must belong to a different group within the meaning of subsection (1), second sentence than the chair. Elections under the second sentence are secret; other votes are conducted in secret at the request of a quarter of the members.
(4) Where the Exchange Council establishes committees to prepare its resolutions, it must ensure, in the composition of the committees, that members of the groups within the meaning of subsection (1), second sentence whose concerns may be affected by the resolutions are appropriately represented.
(5) On approval of a new exchange, the exchange supervisory authority appoints a provisional Exchange Council for a period of at most one year.
(6) The Exchange Council performs the tasks and exercises the powers assigned to it under this Act only in the public interest.