• Power of authorised person to require documents etc.

    • 432. Power of authorised person to require documents, information and explanations

      (1) This section applies where it appears to a person who is authorised under section 431 (other persons authorised to apply to the Court) that there is, or may be, a question whether a company's annual accounts or directors' report complies with the requirements of these Regulations.
      (2) The authorised person may require any of the persons mentioned in subsection (3) to produce any document, or to provide him with any information or explanations, that he may reasonably require for the purpose of—
      (a) discovering whether there are grounds for an application to the Court under section 430 (application to Court in respect of defective accounts or reports), or
      (b) deciding whether to make such an application.
      (3) Those persons are—
      (a) the company,
      (b) any officer, employee, or auditor of the company,
      (c) any persons who fell within subsection (3)(b) at a time to which the document or information required by the authorised person relates.
      (4) If a person fails to comply with such a requirement, the authorised person may apply to the Court.
      (5) If it appears to the Court that the person has failed to comply with a requirement under subsection (2), it may order the person to take such steps as it directs for securing that the documents are produced or the information or explanations are provided.
      (6) Nothing in this section compels any person to disclose documents or information in respect of which a claim to legal professional privilege could be maintained in legal proceedings.
      (7) In this section "document" includes information recorded in any form.

    • 433. Restrictions on disclosure of information obtained under compulsory powers

      (1) This section applies to information (in whatever form) obtained in pursuance of a requirement or order under section 432 (power of authorised person to require documents etc.) that relates to the private affairs of an individual or to any particular business.
      (2) No such information may, during the lifetime of that individual or so long as that business continues to be carried on, be disclosed without the consent of that individual or the person for the time being carrying on that business.
      (3) This does not apply—
      (a) to disclosure permitted by section 434 (permitted disclosure of information obtained under compulsory powers), or
      (b) to the disclosure of information that is or has been available to the public from another source.
      (4) A person who discloses information in contravention of this section commits a contravention of these Regulations, unless—
      (a) he did not know, and had no reason to suspect, that the information had been disclosed under section 432 (power of authorised person to require documents, information and explanations), or
      (b) he took all reasonable steps and exercised all due diligence to avoid the commission of the contravention.
      (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 3 fine.
      (6) Where a contravention under this section is committed by a body corporate, every officer of the body who is in default also commits the contravention. For this purpose—
      (a) any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and
      (b) if the body is a company, any shadow director is treated as an officer of the company.

    • 434. Permitted disclosure of information obtained under compulsory powers

      (1) The prohibition in section 433 (restrictions on disclosure of information obtained under compulsory powers) of the disclosure of information obtained in pursuance of a requirement or order under section 432 (power of authorised person to require documents etc.) that relates to the private affairs of an individual or to any particular business has effect subject to the following exceptions.
      (2) It does not apply to the disclosure of information for the purpose of facilitating the carrying out by the authorised person of his functions under section 430 (application to Court in respect of defective accounts or reports).
      (3) It does not apply to disclosure to—
      (a) the Board,
      (b) the Registrar, or
      (c) the Financial Services Regulator.
      (4) It does not apply to disclosure—
      (a) for the purpose of assisting a body designated by rules to monitor auditors,
      (b) with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by an accountant or auditor of his professional duties,
      (c) for the purpose of enabling or assisting the Board to exercise its functions under any law or regulation applicable to the Abu Dhabi Global Market.
      (5) It does not apply to disclosure to a body exercising functions of a public nature under legislation in any jurisdiction outside the Abu Dhabi Global Market that appear to the authorised person to be similar to his functions under section 430 (application to Court in respect of defective accounts or reports) for the purpose of enabling or assisting that body to exercise those functions.
      (6) In determining whether to disclose information to a body in accordance with subsection (5), the authorised person must have regard to the following considerations—
      (a) whether the use which the body is likely to make of the information is sufficiently important to justify making the disclosure,
      (b) whether the body has adequate arrangements to prevent the information from being used or further disclosed other than—
      (i) for the purposes of carrying out the functions mentioned in that subsection, or
      (ii) for other purposes substantially similar to those for which information disclosed to the authorised person could be used or further disclosed.

    • 435. Power to amend categories of permitted disclosure

      (1) The Board may make rules amending section 434(3), (4) and (5) (permitted disclosure of information obtained under compulsory powers).
      (2) Rules under this section must not—
      (a) amend subsection (3) of that section (Abu Dhabi Global Market public authorities) by specifying a person unless the person exercises functions of a public nature (whether or not he exercises any other function),
      (b) amend subsection (4) of that section (purposes for which disclosure permitted) by adding or modifying a description of disclosure unless the purpose for which the disclosure is permitted is likely to facilitate the exercise of a function of a public nature,
      (c) amend subsection (5) of that section (overseas regulatory authorities) so as to have the effect of permitting disclosures to be made to a body other than one that exercises functions of a public nature in a jurisdiction outside the Abu Dhabi Global Market.

    • 436. Liability for false or misleading statements in directors' reports

      (1) A director of a company is liable to compensate the company for any loss suffered by it as a result of—
      (a) any untrue or misleading statement in a directors' report, or
      (b) the omission from a directors' report of anything required to be included in it.
      (2) He is so liable only if—
      (a) he knew the statement to be untrue or misleading or was reckless as to whether it was untrue or misleading, or
      (b) he knew the omission to be dishonest concealment of a material fact.
      (3) No person shall be subject to any liability to a person other than the company resulting from reliance, by that person or another, on information in a report to which this section applies.
      (4) The reference in subsection (3) to a person being subject to a liability includes a reference to another person being entitled as against him to be granted any civil remedy or to rescind or repudiate an agreement.
      (5) This section does not affect liability for a contravention of these Regulations or any other Abu Dhabi Global Market regulations.