The following persons do not require an investment adviser licence to give advice on securities:

1. Broker dealers;
2. Financial institutions licensed under the Banking Act;
3. Lawyers or professional accountants who gives advice on securities as an incident to the practice of that person’s profession; or
4. Persons who give advice on securities only in a newspaper, magazine, journal or other periodical publication -
   1. which is generally available to the public; and
   2. which does not have as its principal, or only, objective the provision of advice, or the issue of analyses or reports, concerning securities.

It is a statutory requirement that licensees comply with the Standards of Conduct provisions under PART V, Conduct of Securities Business, of the Securities Act. Section 71 of the Securities Act outlines the thirteen Standards of Conduct provisions as follows:

'...In the conduct of securities business, a licensee shall at all times act according to the principles of best practice and, in particular, shall -

1. observe a high standard of integrity and fair dealing;
2. act with due skill, care and diligence;
3. observe high standards of market conduct;
4. seek from customers information about their circumstances and investment objectives which might reasonably be expected to be relevant in enabling the licensee to fulfil the licensee’s responsibilities to the customer;
5. take reasonable steps to give every customer the licensee advises, in a comprehensible way, any information needed to enable the customer to make a balanced and informed investment decision;
6. avoid any conflict of interest with customers and, where such a conflict unavoidably arises, ensure fair treatment to the customer by complete disclosure or by declining to act;
7. ensure that the interests of the licensee is not unfairly placed above those of the customer;
8. protect by way of segregation and identification, those customer assets for which the licensee is responsible;
9. maintain adequate financial resources to meet the securities business commitments of the licensee and withstand the risks to which the business is subject;
10. organise and control internal affairs in a responsible manner;
11. keep proper records;
12. have adequate arrangements to ensure that all staff employed are suitable, adequately trained and properly supervised, and establish and maintain well-defined compliance procedures; and
13. deal with the Commission in an open and co-operative manner.'

Every licensee is also subject to the provisions of the Securities (Conduct of Business) Regulations.

No. Unlike a broker dealer, a limited service broker is precluded from:

• providing investment advice, investment banking and underwriting; and
• holding discretionary accounts for customers.

More information on limited service brokers can be accessed via Licensee/Prospective Licensee Resources.

Any person wishing to apply for any of the licences granted by the ECSRC may do so in accordance with the ECSRC'S application and licensing requirements. For more information on the ECSRC'S application and licensing requirements please visit here.

The ECSRC may revoke a licence granted to a company under Part IV of the Securities Act if -

1. the company goes into liquidation or is ordered to be wound up;
2. a receiver or manager of all or a substantial part of the property of the company is appointed;
3. the company ceases to carry on the business for which it is licensed;
4. it has reason to believe that the company, or any of its directors or employees, has not performed its or his duties honestly and fairly;
5. the company contravenes or fails to comply with any condition applicable in respect of the licence;
6. the company is in breach of the Securities Act or any regulation made under the Securities Act;
7. where applicable, the company does not continue to employ at least one person who holds the appropriate representative licence granted under the Securities Act;
8. the company fails to pay its annual licence fee as prescribed on or before the anniversary of the day of the grant of its licence; or
9. by reason of any other circumstances, the company is no longer a fit and proper person to hold a licence.

The ECSRC may also revoke a licence at the request of the licensee.

The ECSRC may revoke a licence granted to an individual under Part IV of the Securities Act if that individual -

1. is shown by certified medical evidence to be mentally or physically incapable of performing the activities to which the licence relates;
2. is adjudged as bankrupt, in a member territory of the Eastern Caribbean Currency Union or elsewhere;
3. is convicted, whether in a member territory of the Eastern Caribbean Currency Union or elsewhere, of fraud or any other offence involving dishonesty;
4. is convicted of an offence under the Securities Act or regulations made under the Securities Act;
5. contravenes or fails to comply with any condition applicable in respect of the licence;
6. ceases to carry on the business for which that individual is licensed;
7. is the holder of a representative licence and the licence of the licensee to whom that individual is accredited is revoked or suspended;
8. fails to pay the annual licence fee as prescribed on or before the anniversary of the day of the grant of the licence; or
9. by reason of any other circumstances, is no longer a fit and proper person to hold a licence.

The ECSRC may also revoke a licence at the request of the licensee.

A person (company or individual) may be regarded as carrying on business dealing in securities if that person (whether acting as principal or agent) by way of business makes or offers to make an agreement with another person to enter into or offer to enter into an agreement, for or with a view to acquiring, disposing of, subscribing for or underwriting securities or in anyway effects or causes to effect a securities transaction; or manages a portfolio of securities for another person on terms under which the first mentioned person may hold property of the other person.

Such a person must be licensed by the ECSRC.

A person is regarded as carrying on business giving advice on securities if he, by way of business -

1. advises others concerning investment in securities;
2. issues analyses or reports concerning specific securities; or
3. manages a portfolio of securities for another person -
   1. without holding property of the other person; and
   2. on terms that preclude him from doing so.

The division of Market Regulation establishes and maintains appropriate standards for fair, orderly and efficient securities dealings in the Eastern Caribbean Securities Market. The division:

• establishes certification, operating, licensing, reporting and conduct requirements for licensees;
• assesses applications for licence from prospective market participants;
• conducts on-site examinations of market participants;
• undertakes market surveillance; and
• sets examinations for, and certifies, potential licensees

Any person who carries on business requiring the grant of a licence under Part IV of the Securities Act without holding such a licence, or other than in accordance with his licence, commits an offence and is liable on summary conviction -

1. in the case of an individual, to a fine of one hundred thousand dollars or to imprisonment for two years or to both;
2. in the case of a company, to a fine of two hundred thousand dollars; and if the offence is a continuing offence, the individual or company is liable to a further fine not exceeding one thousand dollars for every day that the offence continues after conviction.

A person convicted of such an offence shall, following an assessment by the ECSRC, be liable to pay to the ECSRC, any monies received or the monetary equivalent of any assets obtained as a result of carrying on securities business without a licence.

A broker dealer is a company that carries on the business of dealing in securities, or holds itself out as conducting such business, as defined in the legislation. This market participant generally provides full broker dealer services including investment banking, buying and selling of securities, underwriting, holding discretionary and non-discretionary accounts, and providing investment advice. The legislation informs that carrying on business dealing in securities, (whether acting as principal or agent) by way of business involves:

1. making or offering to make an agreement to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities;
2. making or offering to make an agreement that effects or causes to effect a securities transaction; or
3. managing a portfolio of securities for another person where the portfolio manager may hold property of the other person.

A licensee refers to a person (individual or company) licensed under Part IV of the Securities Act. The following persons are considered licensees:

1. Broker dealers;
2. Limited service broker dealers;
3. Investment advisers;
4. Custodians;
5. Principals of broker dealers, limited service brokers, or corporate investment advisers; and
6. Representative of broker dealers, limited service brokers, or investment advisers.

Securities intermediaries are entities licensed under the Securiites Act 2001 by the ECSRC to provide the following services:

• investment advice;
• securities portfolios management;
• securities trading;
• underwriting;
• securities custodian;
• collective investment scheme management; and
• collective investment scheme custodian.

A person whose licence is revoked or suspended under PART IV of the Securities Act is deemed not to be licensed from the date of notification of revocation or suspension, as the case may be. The suspension or revocation of a license does not operate so as to –

1. avoid or affect any agreement, transaction or arrangement relating to a dealing in securities entered into by the person whose licence has been suspended or revoked, whether the agreement, transaction or arrangement was entered into before or after the suspension or revocation of the licence, except that the licensee shall not be allowed to retain any benefits charged or payable thereto; or
2. affect any right, obligation, or liability arising under any such agreement, transaction or arrangement.

The ECSRC maintains a Register of Licensees which provides the following information on licensees, as well as licensed market institutions:

1. the name and address of the licensee;
2. the date on which the licence was granted;
3. the type of securities business permitted by the licence;
4. any conditions attached to the licence;
5. the name and address of every accredited representative;
6. the name and address of every manager and officer;
7. the location of the premises at which the records or other documents of the licensed business are kept;
8. in the case of a company licensee, the name of the principal(s), the name of each director and of the corporate secretary, and the names and respective shareholding of each shareholder;
9. any disciplinary action against the licensee;
10. any order of suspension or revocation; and
11. such other particulars as the ECSRC considers necessary in the interest of the investing or general public.

The register may be view via this link. The register is open to inspection by members of the public.