Decision on Approving Amendments to the Procedure for Coordinating Persons Appointed to Key Positions

NATIONAL COMMISSION FOR SECURITIES AND STOCK MARKET DECISION Kyiv On Approval of Amendments to the Procedure for Coordinating the Person Appointed to the Position of Head of a Professional Participant of Capital Markets and Organized Commodity Markets, Officials of the Internal Control System, and Persons Responsible for Financial Monitoring

In accordance with paragraph 48 of Part One of Article 7 of the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets", Part Nine of Article 70 of the Law of Ukraine "On Capital Markets and Organized Commodity Markets"

The National Commission for Securities and Stock Market D E C I D E D:

1. Approve the Amendments to the Procedure for Coordinating the Person Appointed to the Position of Head of a Professional Participant of Capital Markets and Organized Commodity Markets, Officials of the Internal Control System, and Persons Responsible for Financial Monitoring, approved by the Decision of the National Commission for Securities and Stock Market dated November 14, 2024 No. 09/21/1418/K03, registered in the Ministry of Justice of Ukraine on November 28, 2024 under No. 1806/43151, which is attached.

2. Establish that in the event of re-election / re-appointment (re-election / re-appointment) to the position of the Head of the Central Securities Depository, a professional participant conducting activities for organizing trading in capital markets and organized commodity markets and/or clearing activities, the provisions of the first paragraph of paragraph 10 of Section I of the Procedure for Coordinating the Person Appointed to the Position of Head of a Professional Participant of Capital Markets and Organized Commodity Markets, Officials of the Internal Control System, and Persons Responsible for Financial Monitoring shall apply from the day the new term of office of such person begins, if such person was elected / appointed to such position before the date of entry into force of this decision.

3. The Department of Regulation Methodology for Professional Participants of the Securities Market shall ensure the submission of this decision for state registration to the Ministry of Justice of Ukraine.

4. The Administration of Administrative Activities shall ensure the publication of this decision on the official website of the National Commission for Securities and Stock Market.

5. The Department of Legal Support and Internal Compliance Control, after state registration of the decision by the Ministry of Justice of Ukraine, shall ensure the publication of this decision on the official website of the National Commission for Securities and Stock Market.

6. This decision enters into force from the day following the day of its official publication.

7. Control over the implementation of this decision shall be entrusted to the members of the National Commission for Securities and Stock Market in accordance with the distribution of powers.

Chairman of the Commission Ruslan MAGOMEDOV

Protocol of the Commission meeting dated 20.06.2025 No. 67

APPROVED
Decision of the National Commission for
Securities and Stock Market
______________No.

Amendments to the Procedure for Coordinating the Person Appointed to the Position of Head of a Professional Participant of Capital Markets and Organized Commodity Markets, Officials of the Internal Control System, and Persons Responsible for Financial Monitoring

1. In Section I:

1. sub-paragraph 5 of paragraph 1 shall be worded as follows:
   "5) officials of the internal control system (persons performing functions of compliance, risk management, and internal audit) (hereinafter – compliance manager, risk manager, internal auditor);";

2. paragraph 2 shall be worded as follows:
   "2. This Procedure shall also apply to:
   a person performing the duties of the Head in the event of his non-election / non-appointment in the manner established by legislation; a person temporarily performing the duties of the Head in the case provided for in paragraph 7 of this Section; an official upon whom the duties of performing the functions of compliance manager, risk manager, internal auditor are imposed; a person performing management functions who is not a member of the supervisory board or another body responsible for carrying out supervision, and is not a person performing executive functions, but has permanent access to insider information directly or indirectly concerning the professional participant, and has authority to make management decisions (has the right of first signature) that affect the further development and commercial prospects of such professional participant (hereinafter – person with the right of first signature), in the case provided for in paragraph 8 of this Section.";

3. paragraph 7 shall be worded as follows:
   "7. In the event of temporary absence of the Head (vacation, business trip, temporary disability, military service in connection with conscription for military service during mobilization, special period, etc.) or temporary suspension of the Head from performing duties, the person temporarily performing his duties shall begin to perform the duties of the Head from the first day of his absence / suspension.
   If such person has the right to temporarily perform the duties of the Head in the event of his temporary absence / suspension on the basis of a decision of the general meeting of participants of the professional participant, the professional participant shall submit documents regarding such person to the NSCSCM in accordance with paragraph 9 of this Section. Under other grounds provided for in the charter or internal documents of the professional participant, the professional participant must submit documents regarding such person to the NSCSCM in accordance with Section II of this Procedure, if such person temporarily performs the duties of the Head for a total of more than 90 days within 12 months (except in the case of having a decision of the NSCSCM on coordination of such person for the corresponding position) no later than the ninety-second day of performing these duties by such person.";

4. paragraph 9 shall be worded as follows:
   "9. In the event of election of a person / appointment of a person to a position / election of a person / determination of a person as a candidate for a position / imposition of duties / functions on a person specified in paragraphs 1, 2 of this Section, the professional participant shall submit documents regarding such person in accordance with Section II of this Procedure within 10 working days from the day of adoption of the corresponding decision (except in cases: presence of a decision of the NSCSCM on coordination of a person specified in sub-paragraphs 1, 5, 6 of paragraph 1 and paragraph 2 of this Section, appointed in this professional participant to the corresponding position taking into account requirements for experience and business reputation; presence of a decision of the NSCSCM on coordination of a person as a person whose candidacy is proposed for a position, and in the event that no more than six months have passed from the date of such coordination; election of a person as chairman of the supervisory board in the presence of a decision of the NSCSCM on coordination of such person, elected to the position of member of the supervisory board in this professional participant; re-election / re-appointment (re-election / re-appointment) of such person to the position of Head / member of the collegial executive body / member of the board of directors, which such person held, without interruption of labor relations between such person and the professional participant, in the presence of a decision of the NSCSCM on coordination of such person in this professional participant).";

5. the second paragraph of paragraph 10 shall be worded as follows:
   "In the event that the elected / appointed Head of the Central Securities Depository, a professional participant conducting activities for organizing trading in capital markets and organized commodity markets and/or clearing activities, a systemically important professional participant has not received coordination of such person by the NSCSCM as a person whose candidacy is proposed for such position in this professional participant, in the event that no more than six months have passed from the date of such coordination or coordination of the NSCSCM of such person for such position in this professional participant, then such professional participant must no later than the next working day from the day of such election / appointment appoint a person who will perform the duties of the Head, and submit documents to the NSCSCM in accordance with Section II of this Procedure for coordination of the person for the position of Head and coordination of the person who will perform the duties of the Head (except in the case of having a decision of the NSCSCM on coordination of such person in this professional participant).";

6. in the first paragraph of paragraph 11, the words "elected / appointed to the position, the person whose candidacy is proposed for the position, must" shall be replaced with the words "specified in paragraphs 1, 2 of this Section, shall";

7. paragraphs eleven and twelve of paragraph 11 shall be worded as follows:
   "A person specified in paragraphs 1, 2 of this Section shall not have citizenship of the Russian Federation or the Republic of Belarus, except for persons who reside on the territory of Ukraine on legal grounds.
   A person elected / appointed to a position, an official who performs or upon whom the duties of performing the functions of compliance manager, risk manager, internal auditor, or person responsible for financial monitoring are imposed, must meet the requirements for professional competence and business reputation established by this Procedure and Standards throughout the entire period of holding such position / performing functions / duties.";

8. in the third paragraph of paragraph 13, the words "elected / appointed to the position, the person whose candidacy is proposed for the position" shall be replaced with the words "specified in paragraphs 1, 2 of this Section";

9. paragraph 14 shall be worded as follows:
   "14. The administrative service of the NSCSCM for coordination of the NSCSCM of a person specified in paragraphs 1, 2 of this Section is a paid service, the amount of payment for which is established by the Sizes of Payment for Registration Actions Regarding Participants of Capital Markets and Other Persons, approved by the Decision of the NSCSCM dated June 13, 2022 No. 620, registered in the Ministry of Justice of Ukraine on August 10, 2022 under No. 909/38245, and is provided taking into account the requirements defined by the Procedure for Providing Administrative Services by the National Commission for Securities and Stock Market, approved by the Decision of the NSCSCM dated November 17, 2021 No. 1124, registered in the Ministry of Justice of Ukraine on February 03, 2022 under No. 147/37483.";

10. paragraph 15 shall be deleted. In this regard, paragraph 16 shall be considered paragraph 15.

2. In Section II:

1. paragraph 1 shall be worded as follows:
   "1. The professional participant shall submit to the NSCSCM regarding persons specified in paragraphs 1, 2 of Section I of this Procedure an application for obtaining coordination of the person for the position of Head of a professional participant of capital markets and organized commodity markets, officials of the internal control system, and persons responsible for financial monitoring (Appendix 1) (hereinafter – application), created in electronic form, a list (description) of documents submitted for obtaining coordination, in which it must be specified which document submitted together with the application belongs to confidential information, and such documents:

2. document of the competent authority of the country of permanent residence and citizenship of the person regarding whom the application is submitted, stating whether or not they have a criminal record;

3. information on permission to use labor of foreigners and stateless persons – submitted for a physical person-foreigner regarding whom the application is submitted;

4. document confirming the authority of the person who signed (certified) the documents (in the event that the documents are signed (certified) not by the Head of the professional participant or another person authorized by the constituent document of the professional participant);

5. payment document confirming the payment for coordination of the NSCSCM of a person elected/appointed to a position (person whose candidacy is proposed for the position);

6. questionnaire of the Head / official of the internal control system (Appendix 2) or questionnaire of the chief accountant (Appendix 3), or questionnaire of the person responsible for financial monitoring (Appendix 4), depending on the position to which the person is elected / appointed, or for which the candidacy of the person is proposed, or for which the function / duties are imposed on the person, created in electronic form, using the electronic signature of the person elected / appointed to the position (person whose candidacy is proposed for the position), based on a qualified open key certificate;
   Regarding a person appointed to perform the duties of the Head, or who temporarily performs the duties of the Head in the case specified in the second paragraph of paragraph 7 of Section I of this Procedure, or a person with the right of first signature in the case specified in paragraph 8 of Section I, a questionnaire of the Head / official of the internal control system (Appendix 2) shall be submitted.
   Regarding the chief accountant, a questionnaire of the Head / official of the internal control system (Appendix 2) is not submitted.

7. copy of the decision (other document) of the authorized body of the professional participant, according to which the person specified in paragraphs 1, 2 of Section I of this Procedure was appointed / elected to a position, elected / determined as a candidate for a position, or according to which temporary performance of the duties of the Head is imposed on the person, or the right of first signature is granted, or the performance of duties / functions of compliance manager, risk manager, internal auditor, or financial monitoring is imposed on the person;
   In the event of election of a person in accordance with the decision of the general meeting of participants (shareholders) (sole participant (shareholder)) of the company, a copy of the protocol of the general meeting of participants (shareholders) of the company (decision of the sole participant (shareholder) of the company) is submitted, which contains the decision on the election / appointment of the person to the position / appointment of the person to perform the duties of the Head of the professional participant or on temporary performance of the duties of the Head (hereinafter – copy of the protocol), to which are attached documents confirming the authority of representatives of participants (shareholders) / representative of the participant (shareholder) of the company, who (who) voted (voted) on their (his) behalf with the number of votes equal to or exceeding 10 percent of the authorized capital of the company.

8. copy of the qualification certificate of a specialist in financial monitoring of professional participants (submitted in the event of submitting an application regarding coordination of a person responsible for financial monitoring).
   On the date of submission of the application and documents, as well as certificates from other state bodies, the time period between the date of preparation (signing) of documents and the date of their submission (submission period) cannot be more than two months, unless another period of validity is specified in the document of the state body.
   The applicant has the right to provide additional information and documents confirming the compliance of the person elected / appointed to the position, the person whose candidacy is proposed for the position, with the requirements of legislation, including those confirming compliance with requirements regarding business reputation. The applicant, who believes that for valid reasons the signs of non-compliance with business reputation (except for the sign of non-compliance with impeccable business reputation) should not be applied to the person, has the right to submit to the NSCSCM a corresponding reasoned petition in electronic form in compliance with the requirements of the Law of Ukraine "On Electronic Documents and Electronic Document Flow", which shall be considered within the time limits and in the manner defined in the Law of Ukraine "On Appeals of Citizens" with the provision, including, of the right of the person to personally present their arguments and be present during the consideration of the petition. As a result of the consideration of the petition, the NSCSCM either satisfies the petition by not applying certain signs of non-compliance with business reputation requirements specified in this paragraph to the person, or refuses to satisfy the petition specifying the reasons. In the event of impossibility of submitting information or documents defined by this Procedure for reasons independent of him, the applicant submits a reasoned explanation of the impossibility of such submission to the NSCSCM. The NSCSCM has the right to consider the package of documents without such information and documents if it recognizes the applicant's explanation as reasoned. Notices and documents that, in accordance with the requirements of this Procedure, are sent by the NSCSCM to the applicant through his personal account in the CIS, are signed using a qualified electronic signature of an NSCSCM official who is endowed with corresponding authority.";

9. paragraph 3 shall be worded as follows:
   "3. Submission of applications by the applicant to the NSCSCM and sending of notices and documents by the NSCSCM to the applicant, provided for by this Procedure, is carried out by sending electronic documents and/or notices through his personal account in the CIS taking into account the requirements of legislation on electronic documents and electronic document flow.
   Each of the documents, submission of which is provided for by this Procedure to the NSCSCM, must be a separate file in Portable Document Format / A (PDF 1.4 ISO 19005-1:2005 specification format) (hereinafter - PDF/A).
   Signing of electronic documents created by an authorized person of the applicant in electronic form or created as an electronic copy of a paper document (scan copy) is carried out using a qualified electronic signature or an advanced electronic signature of an authorized person of the applicant, based on a qualified open key certificate, which must contain identification data of the legal entity, the representative of which is the authorized person (full or abbreviated name and identification code). In the event that the qualified open key certificate of the authorized person of the applicant does not contain the data specified in this paragraph, such electronic documents are not accepted for consideration by the NSCSCM. The authorized person of the applicant who signed the electronic document with an electronic signature, in this way certifies the authenticity of the data provided in such documents, the correspondence of electronic copies of documents to the originals of such documents in paper form.";

10. paragraphs 4 and 5 shall be worded as follows:
    "4. The professional participant may submit documents to the NSCSCM in accordance with paragraph 1 of this Section according to the list determined by him, except for the document provided for in sub-paragraph 6 of paragraph 1 of this Section, regarding any employee of such professional participant who may subsequently be appointed to perform the duties of the Head or temporarily perform the duties of the Head in the case specified in the second paragraph of paragraph 7 of Section I of this Procedure. Such person must meet the requirements for professional competence and business reputation established by the Standards for the Head. The NSCSCM adopts a decision on coordination of such person in this professional participant or on refusal of such coordination in accordance with this Procedure.

5. If during the period of consideration by the NSCSCM of the information and documents submitted by the professional participant in accordance with this Section, changes occur in any data specified in them for the person regarding whom documents for coordination are submitted, the professional participant is obliged no later than the second working day from the day of occurrence of such changes to send to the NSCSCM in electronic form through his personal account in the CIS, taking into account the requirements of legislation on electronic documents and electronic document flow, a notice of the fact of such changes specifying their content. Within 10 working days from the day of occurrence of such changes, the professional participant provides updated information to the NSCSCM.";

6. In Section III:

1. the heading of the Section shall be worded as follows:
   "III. Procedure for Consideration of the Package of Documents and Adoption of the Corresponding Decision on Coordination or Refusal of Coordination of the Person";

2. paragraph 2 shall be worded as follows:
   "2. The NSCSCM carries out consideration of the package of documents submitted by the applicant and, taking into account the general assessment of all submitted documents, within a period of no more than 30 working days, taking into account cases of extension of the specified period as provided for in paragraph 4 of this Section, adopts a decision on:

3. coordination of the person;

4. refusal of coordination of the person;

5. absence of grounds for adoption of a decision of the NSCSCM on coordination of the person / on refusal of such coordination in connection with the fact that the decision (other document) according to which the person specified in paragraphs 1, 2 of Section I of this Procedure was appointed / elected to a position, elected / determined as a candidate for a position, or according to which temporary performance of the duties of the Head is imposed on the person, or the right of first signature is granted, or the performance of duties / functions of compliance manager, risk manager, internal auditor, or financial monitoring is imposed on the person, has no legal force, in cases defined by law, or on the basis of a court decision (hereinafter – decision on absence of grounds).";

6. paragraphs 5 and 6 shall be worded as follows:
   "5. Upon written appeal of the applicant submitted to the NSCSCM through his personal account in the CIS within the period of consideration of his application and corresponding documents, regarding refusal of consideration by the NSCSCM of this application in connection with refusal of the need to obtain coordination of the NSCSCM or for the purpose of refining the submitted documents, the NSCSCM from the date of receipt of such appeal ceases consideration of documents submitted in accordance with this Procedure and considers them as returned to the applicant. After refining, the applicant submits documents in the general order no later than 30 working days from the day of submission by the applicant to the NSCSCM of an appeal regarding refusal of consideration by the NSCSCM of the submitted application and corresponding documents for the purpose of their refining by the applicant.

6. Grounds for adoption of a decision by the NSCSCM on refusal of coordination of the person specified in paragraphs 1, 2 of Section I of this Procedure are:
   non-compliance of the person with the requirements of legislation; impossibility of combining / holding by the person corresponding positions and/or duties / functions in accordance with the requirements of legislation; submission to the NSCSCM of documents containing incomplete and/or mutually exclusive and/or unreliable information and/or not complying with the requirements of legislation; failure to eliminate identified deficiencies that became the basis for leaving the application without movement, including within the period established in the notice of the NSCSCM about leaving the application without movement in accordance with the second paragraph of paragraph 1 of this Section.";

4. in paragraph 7, the words "official communication channel" shall be replaced with the words "through his personal account in the CIS";

5. paragraph 8 shall be worded as follows:
   "8. In the event of adoption by the NSCSCM of a decision on refusal of coordination of the person specified in paragraphs 1, 2 of Section I of this Procedure, except for the person elected to the composition of the body responsible for carrying out supervision, or a decision on absence of grounds regarding his coordination, the authorized body of the professional participant adopts the corresponding decision on dismissal of such person from the held position or a decision on termination of temporary performance by the person of the duties of the Head, or termination of his right of first signature, or termination of performance of duties / functions of compliance manager, risk manager, internal auditor, or person responsible for financial monitoring within 30 days from the day of receipt from the NSCSCM of the corresponding letter and a copy of such decision. In the event of adoption by the NSCSCM of a decision on refusal of coordination regarding a person elected / appointed to a position / whose candidacy is proposed for the position of chairman or member of the supervisory board or another body responsible for carrying out supervision, the professional participant must elect / appoint another person / candidacy for the corresponding position (if such election / appointment is required by legislation or internal documents of the professional participant)."

11 participants) within 90 calendar days from the date of receipt of the corresponding letter and a copy of such resolution.

In the event that the National Commission for the State Regulation of Securities, Futures and Options Markets (NCSFPM) adopts a resolution regarding the absence of grounds for a person elected/appointed to the position of, or a candidate proposed for the position of, chairman or member of the supervisory board or another body responsible for carrying out supervision, the professional participant must re-elect the person or elect/appoint another person/candidate to the relevant position (if such election/appointment is required by legislation or internal documents of the professional participant) within 90 calendar days from the date of receipt of the corresponding letter and a copy of such resolution.

In the event that the NCSFPM adopts a resolution refusing to approve the person specified in paragraphs 1 and 2 of Section I of this Procedure, the professional participant has the right to elect/appoint such person to the relevant position/entrust functions/duties to such person/grant them the right of first signature and submit to the NCSFPM the relevant documents for their approval no earlier than one year from the date of adoption of such resolution."

4. Appendix 1 to the Procedure for Approval of the Person Appointed to the Position of Head of a Professional Participant of Capital Markets and Organized Commodity Markets, Officials of the Internal Control System, and Persons Responsible for Carrying Out Financial Monitoring shall be redrafted as follows, attached hereto.

Director of the Department for Regulation Methodology of Professional Participants of the Securities Market

Maxim TYMOKHIN

Appendix 1
to the Procedure for Approval of the Person
Appointed to the Position of Head of a Professional Participant of Capital Markets and Organized Commodity Markets, Officials of the Internal Control System and Persons Responsible for Carrying Out Financial Monitoring (Section II, Paragraph 1)

Application for obtaining approval of a person for the position of head of a professional participant of capital markets and organized commodity markets, officials of the internal control system, and persons responsible for carrying out financial monitoring

1 Name of the administrative body to which the application is submitted 2 Date of preparation of the application "_" ________ 20 year 3 Full name of the applicant (as understood by the Civil Code of Ukraine) 4 Identification code, LEI code (if available) of the applicant 5 Types of professional activities in capital markets and organized commodity markets conducted by the applicant (specify all types of activities), license number (if available) and/or date and number of the decision/resolution on issuing the license 6 Contact numbers 7 Email address for official communication channel 8 Surname, first name, patronymic (if available) of the authorized person of the applicant

I request approval1
: ______________________________________________________________________, (surname, first name, patronymic (if available) of the person being approved) who is elected/appointed to the position ______________________________________________________________________________________, (specify position: person exercising powers of the sole executive body; chairman or member of the collegial executive body; chairman or member of the board (supervisory board); chairman or member of the board of directors; chief accountant of the professional participant; head of an independent unit performing functions of risk management, internal audit, compliance; risk manager (risk officer), compliance manager (compliance officer), internal auditor; person responsible for carrying out financial monitoring) whose candidacy is proposed for the position ______________________________________________________________________________________, (specify position: person exercising powers of the sole executive body; chairman of the collegial executive body; chairman of the board of directors) who (which) ___________________________________________________________________________. (specify the necessary: performs duties of the chief executive; temporarily performs duties of the chief executive; may be appointed as acting chief executive, temporarily performing duties of the chief executive; is a person with the right of first signature; is a person entrusted with the duties of performing the function of compliance manager (compliance officer), risk manager (risk officer), internal auditor) Description (list) of attached documents. _______________________________________________________________________________________ (Surname, first name, patronymic (if available) of the authorized person of the applicant who signed the application, in block letters) __________ 1 An "X" is placed in the corresponding square.