The World Assembly (WA),
Noting previous efforts to safeguard international investments and free trade;
Seeing the need to protect securities investors through minimum levels of governance and disclosure standards;
Hereby defines:
"Director(s)" to mean members of the board of directors or similar bodies (such as boards of supervisors) in charge of the affairs of an issuer, and references to "boards" shall also include such similar bodies;
"Exchange(s)" to mean venue(s) for trading securities, and subject to:
due regulation by a competent regulator of, and operating within the jurisdiction of, a WA state; and
with securities listed on it open to investing by investors;
"Issuer(s)" to mean the issuer(s) of securities, which must be a legal person deemed as duly incorporated by the WA state where the exchange is;
"Investor(s)" mean those who purchase such securities, notwithstanding any accreditation requirements that may be imposed on such investors;
"Officer(s)" to mean the chief executive and other senior officers of the issuer, as designated by the board;
"Securities" to include all shares, bonds, notes, units, funds, partnership interests, and other similar instruments traded on an exchange and issued by an issuer;
"WA state" to mean an individual member state of the WA;
Hereby requires all WA states that permit the operation of an exchange to designate a competent regulator (“regulator”) to regulate the following:
Minimum levels of participation in the management of the issuer including:
the appointment and removal of directors, and qualification requirements, if any;
the appointment of director(s) unrelated to (i) individuals (and/or legal entities) that have a substantial interest in the securities of the issuer and/or (ii) officers of the issuer, in order to represent the interests of investors unrelated to the aforesaid individuals (and/or legal entities);
requirements on approvals by duly entitled investors in the securities that are independent of any transactions with actual and/or potential material conflict(s) of interest between the issuer(s) and other investors in the issuer;
requirements for an issuer to maintain regular, meaningful communications channels between investors and officers on matters affecting the issuer;
such other related matters as deemed appropriate by the regulator; and
any quorum requirements and the eligibility of investors in voting on sub-clauses (a) to (e) above;
Minimum levels of disclosure on the governance of the issuer including:
all forms of remuneration paid to directors and officers, including a comparison with the compensation paid to the average employee of the issuer; and
the qualifications and work experience of directors and officers;
succession plans in case of the death and/or incapacity of the chief executive officer of the issuer (if such circumstances are applicable to that issuer);
any relations (regardless of nature, such as business, family, or other material relations), if any, between substantial investors, directors and officers of the issuer, and between the issuer and its directors and officers;
details on transactions in the securities of an issuer by the directors and officers;
the responsibilities of each director and officer, and any instances where responsibilities overlap;
availability, scope of coverage, costs and use of directors' and officers' liability insurance;
procedures with regards to internal audit, whistleblowing, risk management and internal control measures;
the issuer's policy with regards to diversity among the ranks of directors and officers in accordance with the demographics of the jurisdiction(s) relevant to the issuer;
substantial litigation affecting the issuer, regardless of whether the issuer is a plaintiff or a defendant;
details of any litigation filed by investors against the issuer for negligence or other similar matters;
such other related matters as deemed appropriate by the regulator;
Hereby clarifies that:
all communications between the issuer and investors, including (but not limited to) for participations in clause 1 and disclosures in clause 2, must be made through the customary communications and participation channels of the exchange, which must be available free of charge to investors;
the regulator is responsible for the implementation and interpretation of this resolution.