The Administrative Proceedings Committee (APC) is an internal administrative committee of the Securities & Exchange Commission (the Commission) established in year 2000 pursuant to section 29(7) and 259 of the Investments and Securities Act (ISA) No. 45 1999 to afford the opportunity of hearing to parties alleged to have breached the provisions of the securities laws and regulations .
The APC was set up to resolve conflicts, disputes or grievances in the Nigerian Capital Market. The Committee consists of the Director-General of the Commission (who presides), members of the Board of the Commission, Directors in the operations departments of the Commission and observers who are representatives of trade associations in the market e.g. the Associations of Stock brokers, Registrars, Trustees, Issuing Houses etc. The APC has jurisdiction over all disputes between:
- · Capital Market Operators
- · Capital Market Operators and their clients
- · The Commission and Capital Market Operators
- · The Commission and the Stock or Commodity Exchange or Capital Trade PointParties invited to the APC attend the proceedings in person, send in their representations by sworn testimony or retain a counsel to represent them at the proceedings.
The proceedings of the APC are recorded on audio and visual tape. At the end of the proceedings the decision of the Committee is dispatched to the affected parties not later than 7 days after the Committee's sitting. The decision may be any of the following:
- · Suspension
- · Withdrawal of registration
- · Fines
- · Warning
- · Disgorgement of illegal profits
- · Cease and desist orders
- · Cancellation of transaction
- · Disqualification of unfit persons from the market
- · Blacklisting
- · Recommendation for indictment by professional bodies in the case of professionals e.g. lawyers and accountants
- · Restitution
- · Recommendation for criminal prosecution
- · The APC decisions are subject to the confirmation of the Board of the Commission and, when approved, are normally sent to other regulatory or self-regulatory bodies within the financial sector e.g.
- · The Stock Exchange (where the Respondent is a broker or a quoted public company).
- · The Central Bank of Nigeria (if a bank is affected)
- · The National Insurance Commission
- · The Corporate Affairs Commission
- · The Federal Ministry of Finance
- · The Nigeria Deposit Insurance Corporation
- · The Economic & Financial Crimes Commission and the police where an element of crime is established during the proceedings.A Party who is dissatisfied with the decisions of APC could appeal to the Board of the Commission before seeking redress at the Investments and Securities Tribunal (IST), a higher body established by the ISA 1999.
Since its inception in year 2000 the APC has heard several capital market related disputes bordering on:
- · Offering of unregistered securities; Unauthorized sale of shares by stockbrokers;
- · Fraudulent disposal of shares belonging to estate of a deceased persons;
- · Non purchase / lodgement of securities paid for by investors;
- · Failure of an underwriter to honour its underwriting obligation to the issuer of securities;
- · Illegal transfer of shares belonging to the son of a deceased person;
- · Non compliance with the minimum paid up requirement for operating in the capital market;
- · Utilization of proceeds of a public offer for purposes other than those disclosed in the prospectus;
- · Issuing a prospectus containing misrepresentation and alleged concealment of a debt of N26billion in the prospectus;
- · N318million scam in Nestle PLC and UNILEVER Nig. PLC shares;
- · N13million scam in UAC shares and the Acquisition/Takeover of a company without due process.
Source: Securities & Exchange Commission Nigeria(SEC)