Title: Resolution No. (5) of 2021 Regarding the Establishment of the Capital Markets Academy - Kuwait

Having Perused: 

- Law No. (7) of 2010 Regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities and its Executive Bylaws, and their amendments; and

 - Administrative Resolution No. (16) of 2020 Regarding the Formation of the Steering Committee for the Project Establishing a Knowledge Entity Specialized in the Capital Markets Sector; and

- Administrative Resolution No. (18) of 2020 Regarding the Formation of an Executive Management Team for the Implementation of the Project Establishing a Knowledge Entity Specialized in the Capital Markets Sector; and

- Board of Commissioners’ Resolution passed in its meeting No. (25) of 2020 held on 09/09/2020 regarding the approval of the project scope as set out in the project charter and the completion of the procedures on commencing the implementation of the project; and

- Board of Commissioners’ Resolution passed in its meeting No. (2) of 2021 held on 13/01/2021; and

- Based on that required for the best interest of the work.

The Following Was Resolved:

Article (1):

An educational and training institution in the field of Securities markets shall be established, with an independent, non-profit legal personality, it shall be called "Capital Markets Academy - Kuwait"

Article (2): The Capital Markets Authority’s Scope of Jurisdiction and Supervision.

The Academy is subject to the surveillance and supervision of the Authority solely, and the Board of Commissioners of the Authority shall have the following jurisdictions:

1) Appointment of members of the Academy’s Board of Trustees.

2) Termination of membership for a member of the Academy’s Board of Trustees.

3) Determining the remuneration of the members of the Academy’s Board of Trustees and the Secretariat.

4) Approving the bylaws and regulations of the Academy.

5) Approving the strategy and executive plan of the Academy.

6) Agree on the annual estimated budget for the Academy as an integral part of the Authority’s annual budget.

7) Approving the Academy’s annual report for each passing year.

8) Approving the periodic reports submitted by the Academy’s Board of Trustees to the Authority’s Board of Commissioners, as determined by the Board of Commissioners and take the necessary decisions in this regard.

Article (3): Academy’s Objectives.

In order to contribute effectively to raising the efficiency of capital markets in the State of Kuwait, the Academy aims to achieve the following objectives:

1) Providing academic, training and awareness programs in the fields related to capital markets and securities activities.

2) Developing and improving the knowledge economy in the field of capital markets and securities activities.

3) Enhancing competences and qualifying the manpower working in the securities market sector.

4) Enhancing the competitive environment for workers in the securities market sector to develop their skills and capabilities.

5) Raising public awareness of securities activities and the benefits, risks and obligations accompanied with investing in securities and to encourage its development.

6) Enhancing co-operation with the most important international educational and professional entities and exchanging experiences with similar regulatory authorities and regional and international organizations specialized in fields related to the development of capital markets.

Article (4): The Target Groups and Groups for which Services will be Provided.

The Academy serves the groups mentioned below:

1) The Capital Market Authority’s employees and other similar regulatory authorities.

2) Registered positions and employment positions for licensed persons.

3) Employees of licensed persons.

4) Employees of companies listed in securities exchanges.

5) Fresh graduates.

6) Students.

7) Various groups of society and the public concerned and involved in capital markets issues.

Provided that the Academy shall have priority with the Capital Markets Authority in obtaining its training and academic services, whether local or foreign.

Article (5): The Academy's Activities.

The Academy is authorized to provide all training, educational and awareness activities. The Academy’s activities are summarized - but not limited to – the following:

1) Providing training programs, which include reviewing programs for obtaining certificates related to qualification examinations for registered employment positions, international professional certificates of all kinds, and other training programs in the field of securities markets.

2) Offering various awareness programs in the field of securities markets.

3) Providing an accredited center to provide qualification and professional examinations related to the fields of securities markets.

4) Co-operating with local and international universities to provide academic programs for postgraduate studies and training programs.

5) Providing a virtual electronic library.

6) Providing specialized examinations of all kind to the Authority’s employees and candidates for employment at the Authority.

7) Any other activities as determined by the Authority.

Article (6): The Academy’s Board of Trustees.

1) The Academy shall be managed by a board called the “Board of Trustees”, and the members of the Board of Trustees shall be appointed or delegated by the Authority’s Board of Commissioners according to a resolution issued by it for a period of two years, renewable twice, provided that the resolution determines among the members a Chairman and a Vice-Chairman, and takes into account in the formation of the Board of Trustees the following:

A- The board consists of five members.

B- The board includes at least one member of Authority’s employees, in accordance with the relevant laws and bylaws.

C- A member must be a Kuwaiti person of integrity, with experience and knowledge in the fields related to the work of the Academy. They shall not have been the subject of a final judgment of bankruptcy or penalized with restriction of freedom in a felony or in a crime of breach of honor or trust.

2) If a member loses his capacity before the expiration of his membership term, the Authority’s Board of Commissioners shall appoint someone to replace him for the remainder of his term, in accordance with the procedures followed in this regard.

3) The Board of Trustees shall have all the necessary jurisdictions and authorities to manage the Academy.

4) A Secretariat is assigned or appointed for the Board through the Authority’s Board of Commissioners. The Academy’s Trustees shall have the right to invite any other persons in an advisory capacity to attend the meeting for advice and opinion on a specific topic, without having the right to vote on any decision.

Article (7): Legal Representation.

The Chairman of the Board of Trustees shall represent the Academy before third parties and the court.

Article (8): Jurisdictions and Responsibilities of the Academy’s Board of Trustees.

The jurisdictions and responsibilities of the Board of Trustees are as follows:

1) Preparing the strategy and the executive plan.

2) Approving, reviewing and directing the main action plans in accordance with the strategy and the executive plan.

3) Approving the annual training plan.

4) Preparing policies and resolutions related to the Academy's organizational, administrative and financial affairs.

5) Approving the nominations submitted for the appointment of directors and in occupying supervisory positions.

6) Supervising the Academy and its operational and financial performance in accordance with the established annual plans and new matters emerging.

7) Approving the fees for the training, academic and awareness programs, and other services provided by the Academy.

8) The appointment or delegation of the Academy Director who shall not be a member of the Board of Trustees. They must be a Kuwaiti person of integrity, with experience and knowledge in the fields related to the work of the Academy, and that they have not been the subject of a final judgment of bankruptcy or penalized with restriction of freedom in a felony or in a crime of breach of honor or trust.

9) Submitting periodic reports to the Authority’s Board of Commissioners, as determined by the Board of Commissioners.

10) Submitting an annual report to the Authority’s Board of Commissioners 90 days prior to the end of each financial year on the activities of the Academy, its work, and its achievements during the past year, provided that the report includes the financial statements of the Academy and the auditor’s report.

11) Approving the capital and operating expenditures in light of the estimated budget and submitting this to the Authority’s Board of Commissioners.

12) Deciding on resolutions to conclude agreements and collaborations with institutes, universities, and local and international authorities.

Article (9): The Academy’s Board of Trustees Meetings.

The Board of Trustees shall meet annually at least four times upon invitation from its Chairman, and the Chairman must also be invited to a meeting if at least two of its members so request. The Board of Trustees’ meeting shall be valid if it is attended by the majority of the members, provided that among them is the Chairman or the Vice-Chairman, and the resolutions of the Board are issued by the absolute majority of attending members, and if the votes are equal, the meeting Chairperson’s side shall prevail.

Article (10): Advisory Committees and Experts.

The Academy’s Board of Trustees may establish permanent or temporary advisory committees and assign them to study a specific topic or follow-up on a particular project from its jurisdiction as specified in this resolution. In the work of these committees, they may seek the assistance of experts from outside the Academy.

Article (11): The Academy’s Management.

The Director of the Academy shall be appointed or delegated by the Board of Trustees, and the Director of the Academy undertakes the following tasks:

1) Performing tasks and exercising their responsibilities, as determined by the Board of Trustees.

2) Supervising all the activities and operations of the Academy.

3) Nominating the directors and occupancies of supervisory positions for appointment and submit them to the Board of Trustees for approval.

4) Appointing employees other than directors and occupancies of supervisory positions.

5) Designing and implementing systems that achieve the objectives of the Academy.

6) Implementing key performance measurement indicators (KPIs), as determined by the Board of Trustees.

7) Preparing and implementing agreements and collaborations with institutes, universities, and local and international authorities.

8) Preparing the annual training plan.

9) Proposing fees for training, academic and awareness programs, and other services provided by the Academy, and submit them to the Board of Trustees for approval.

10) Submitting periodic reports to the Academy’s Board of Trustees, as determined by the Board of Trustees.

Article (12): The Academy’s Financial Resources.

The financial resources of the Academy consist of revenues resulting from the provision of academic and training programs and other services stipulated in the activities of the Academy. The Capital Markets Authority shall allocate the necessary financial funds to run the affairs of the Academy within the Capital Markets Authority’s budget to support the Academy’s budget, as the Academy then turns to self-financing gradually, and includes the following:

1) The Authority shall cover the cost of capital and operating expenses and expenditures for the pre-operation period, and contribute to the support of the Academy’s budget for the post-operation period.

2) The contribution of the Academy shall include  the covering of the costs of training programs designated to the employees of the Capital Markets Authority, and other programs and free awareness programs provided by the Authority through the Academy.

3) The Authority shall intervene financially in the event that the Academy defaults in the self-financing stage, to ensure that the Academy does not enter into bankruptcy.

Article (13): The Academy’s Budget.

The Academy shall have an independent budget, to be prepared according to the following rules:

1) Observing the provisions of Decree-Law No. (31) of 1978 on the Rules for Preparing Public Budgets, Monitoring their Execution and Final Account.

2) The financial year shall commence on on the first of April and concludes at the end of March of each year, except for the first financial year that commences with the Academy beginning its activities and approving its budget and concludes on the date specified for the end of the next financial year.

3) An annual budget is prepared and submitted to the Board of Trustees for discussion and initial approval, and submitted to the Authority’s Board of Commissioners for approval.

4) Expenses allowed within the Academy's budget include all operational expenses required to carry out the authorized activities, and include the following:

• Start-up expenses.

• Capital expenditures.

• Rent of the Academy’s headquarters.

• Rent of the venue for the workshops.

• The costs of holding training, awareness and academic programs.

• Employees’ direct and indirect costs.

• Costs of trainers from external sources.

• Costs for collaborations, suppliers, and local and external service providers.

• Costs of hardware, systems, licenses, software, internet and communications.

• Registration costs as an accredited center to provide qualification and professional examinations related to the field of securities markets.

• Costs of financial literacy awareness programs.

• General and administrative expenses.

• Marketing and advertising costs.

• Any other costs involved in the Academy’s work.

Article (14): Financial Supervision.

The Academy shall have one or more independent auditors appointed by a resolution of the Board of Trustees, provided that they are among the auditors registered with the Authority.

Article (15): The Academy’s Headquarters.

The Board of Trustees have the right to rent headquarters for the Academy in one of the commercial buildings or to use the buildings or spaces available with government agencies. The Board of Commissioners of the Authority may also resolve to move the Academy’s headquarters to the building designated for the Capital Markets Authority upon completion of its establishment.

The Board of Commissioners of the Authority may also resolve to submit a request to the competent authorities to allocate land for the Academy’s purposes that is separate from the headquarters of the Capital Markets Authority.

Article (16): Seeking Assistance from the Authority's Expertise.

The Authority may assign its employees and / or its organizational units to carry out specific work for the Academy as needed during the stages of the Academy’s establishment and / or operation, as determined by the Board of Commissioners.

Article (17): Entry into Force.

The concerned bodies shall execute this resolution, each within its jurisdiction. This resolution shall come into force from the date of its issuance, and it shall be published in the Official Gazette. 

Prof. Ahmad A. Al-Melhem 
Issued on: 20/01/2021

Copy of the Official Document