The main purpose of the Baltic Exchange is to provide for its Members. The Baltic Exchange also provides a website under the name balticexchange.com and an App, Baltic Exchange, on the IOS App Store and Google Play, services for the provision of maritime freight market data and other services for Members as authorised by the Directors.
These Rules are made by the board of Directors of the Company under Article 118 of its Articles of Association.
1. Definitions and interpretation
1.1 In these Rules, unless the context otherwise requires:
- ‘the Articles’ means the Articles of Association of the Company in force from time to time;
- ‘the Baltic Data Policy’ means the data policy from time to time in force governing the use of data and other information services provided by the Company or its affiliates;
- ‘the Baltic Exchange’ means the unincorporated association known as ‘the Baltic’, ‘the Exchange’ or ‘the Baltic Exchange’ that has been established for the convenience and use of the Members in accordance with these Rules;
- ‘the Baltic Exchange Building’ means the premises in St Mary Axe in the City of London (or such other premises as may from time to time be occupied by the Baltic Exchange) from which the business of the Company is managed;
- ‘the Board’ means the board of Directors of the Company from time to time and references to a Director shall be construed accordingly;
- ‘the Chief Executive’ means the chief executive from time to time of the Company;
- ‘the Code’ has the meaning given in Rule 3.2(b);
- ‘the Company’ means The Baltic Exchange Limited;
- ‘FFABA’ means the Forward Freight Agreement Brokers Association;
- ‘Honorary Life Member’ has the meaning given in Rule 10;
- ‘the Market’ means the self-regulated market relating to business transactions carried on between Members and which comprise the chartering, sale and purchase of ships, the trading of bulk commodities, and ship or freight related transactions involving financial instruments and derivatives;
- ‘Member’ means a member of the Baltic Exchange for the time being elected under these Rules and falling within one of the categories mentioned in Rule 4;
- ‘Relevant Business’ means a business involving any one or more of the chartering, sale, purchase and financing of ships, the trading of bulk commodities moved by sea, trading in financial instruments and derivatives, the business carried on by maritime arbitrators and/or maritime solicitors and such other related businesses as the Board in its absolute discretion determines to be relevant to the main purpose of the Baltic Exchange;
- ‘Relevant Employees’ means employees of a Member engaged in a Relevant Business as the Board shall in its absolute discretion determine;4
- ‘Retired Member’ has the meaning given in Rule 9;
- ‘these Rules’ means the Rules set out in this document;
- ‘the Terms’ means the terms and conditions from time to time in force governing the relationship between Members (and others) on the one hand and the Company on the other hand, with regard to the use of certain information and services provided on the Website;
- ‘the Website’ means the Company’s website addressed by the URL ‘www.balticexchange.com” or such other address or addresses as the Company may from time to time adopt; and
- ‘the App’ means the Company’s App available on mobile devices
1.2 For the purposes of these Rules a company shall form part of the same group as another company if it is a holding company or a subsidiary of that other company or if each of them is a subsidiary of a third company, the expressions ‘holding company’ and ‘subsidiary’ having the meanings respectively ascribed thereto by sections 736 and 736A of the Companies Act 1985.
1.3 In these Rules, unless the context otherwise requires, words importing singular include the plural and vice versa, words importing a gender include every gender, and references to persons include corporations.
1.4 The Schedule attached to these Rules forms part of these Rules.
1.5 References in these Rules to the Schedule or to a Rule shall, unless the context otherwise requires, be references to the Schedule to, or a Rule forming part of, these Rules.
1.6 If any dispute shall arise as to the meaning and effect of these Rules that dispute shall be referred to the Board, whose decision shall be final and binding on all the Members.
1.7 In these Rules, a reference to a Member may, in each case at the absolute discretion of the Board, be deemed to include a reference to an individual, sole trader, partnership, company, Retired Member or an Honorary Life Member.
1.8 On election, each Member shall be deemed to have full knowledge of and to be bound by these Rules.
1.9 The Terms and the Baltic Data Policy shall be deemed to be incorporated in and shall form part of these Rules and the expression “these Rules” shall be interpreted accordingly.
2.1 The Board or any committee of the Board from time to time appointed for that purpose shall have the management and control of all matters relating to the Baltic Exchange in accordance with the provisions of the Articles.
3. Application of the Rules and other documents
3.1 All Relevant Business conducted between Members, and all conduct between or among Members, the Company and the Baltic Exchange is subject to these Rules.
3.2 In addition to these Rules, the Company may from time to time publish other rules, policies, guidelines, or other documents applicable to the conduct of Members, including as set out below. Such documents may be amended or updated by the Board from time to time, unless otherwise provided in these Rules (including in Rule 15) or in the relevant document. All Members are required to keep themselves appraised of, and have thorough knowledge of, and to comply with, such documents. A breach of such documents by a Member may be 5 considered by the Board to constitute a breach of these Rules and ground under Rule 8 for expulsion or suspension of that Member.
a) The application form for membership, which forms part of the agreement between a Member and the Company in relation to such membership.
b) The Baltic Code, which provides guidance to members, shipbrokers and principals on ethical conduct in the physical freight and freight derivatives markets (“the Code”)..
c) The Terms, which govern the use of information and services provided by the Company or its affiliates.
d) The Baltic Data Policy, which sets out the terms on which freight market data is provided to Members and subscribers.
e) To the extent that the Member is also a panellist, the Panellist Agreement.
4. Classes of Membership
4.1 There shall be three classes of membership of the Baltic Exchange, namely:
a) Members engaged directly or indirectly in a Relevant Business;
b) Retired Members; and
c) Honorary Life Members
as set out respectively in Rules 5, 9 and 10
5.1 Any body corporate, partnership, sole trader or individual may apply to become a Member if it:
a) is, or is about to be, actively engaged in a Relevant Business; or
b) has a business connection with a Member engaged in a Relevant Business or with the Baltic Exchange.
An employee of the Company may also apply to become a Member and the business of the Company shall be treated as a Relevant Business.
5.2 Any person wishing to become a Member shall apply in writing to the Company. The application must be accompanied by such documents as the Company may from time to time stipulate, and shall be assessed in accordance with Rule 6.
5.3 The following shall apply where an individual becomes a Member pursuant to a nomination by his/her employer, being a Member which is a body corporate, partnership or other registered business (“Corporate Member”):
a) the individual and the Corporate Member shall notify the Company of such nomination at the time of the individual’s application to be a Member;
b) without prejudice to the individual’s obligations as a Member, the Corporate Member shall, in addition to the individual, be responsible for and shall procure the individual’s compliance with these Rules and any other terms, conditions, policies or other documents applicable to Members;
c) termination of the Corporate Member’s membership under these Rules shall automatically terminate the membership of the individual;6
d) the individual’s membership:
(i) may be terminated by the Company under these Rules without terminating the membership of the Corporate Member;
(ii) shall automatically terminate upon termination of his/her employment with the Corporate Member, and the individual and the Company shall notify the Company promptly upon such termination of employment
6. Election of Members
6.1 The Baltic Membership Council shall consider the suitability of any person who wishes to become a Member. The Baltic Membership Council may reject any application for any reason it considers appropriate, including the financial standing of the applicant.
6.2 Subject to any appeals made in accordance with Rule 14, an applicant may be elected as a Member by a resolution of the Baltic Membership Council passed by a simple majority of those council members at the relevant meeting when the application is considered, provided that no person may be elected if more than two council members shall cast their vote against such election
7. Dispute Resolution
7.1 The Company may, at its sole discretion, assist Members in providing an expert determination or a nomination of experts or arbitrators in relation to any dispute between Members. Members who wish to obtain the Company’s assistance shall submit a request in writing to the Company. The Company shall not be obliged to accept any such request, nor to provide any reasons for rejection of any such request. The Company may be assisted in the foregoing by the Baltic Membership Council.
7.2 In the event that the Company accepts any request to assist in relation to a dispute between Members, then subject to any appeals made in accordance with Rule 14, each Member shall accept as final and binding on that Member any decision, determination or nomination of the Company, the Board or any council, and no claim shall be made by any Member against the Company or the Board or any member of a council in respect thereof
8. Conduct and Complaints
8.1 Where a Member:
a) is in breach of any provision of these Rules or the Code, or any other documents applicable to Members; or
b) whose conduct, whether business or personal, is, in the opinion of the Board, detrimental to the proper conduct of business as set out in the Code, or is likely to bring the Baltic Exchange into disrepute, or is disruptive to the activities of the Baltic Exchange, the Company or other Members; or
c) is otherwise considered by the Board in its absolute discretion to be unsuitable to hold or to continue to hold such a position, the Board may, by notice in writing to that effect to the Member concerned, expel, suspend from membership or otherwise discipline that Member. Before any such decision is made, any such Member shall have the right to make oral or written representations to the Baltic Membership Council, and shall attend a meeting of the Baltic Membership Council or Baltic Exchange Council if requested to do so by the Board.
8.2 The Board, may in such terms and in such manner as in its absolute discretion it shall think fit, notify or cause to be notified to all Members that any Member has been expelled, 7 suspended or otherwise disciplined. No action or other proceeding in respect of such notification may be brought by the person referred to against the Company or the Board or any one or more of them, or against any person publishing or circulating the same by the authority or at the request of the Board, nor shall any person have any claim in respect of that Member’s fee or data licence fee, or otherwise.
8.3 The rights conferred on the Board under this Rule shall extend to a situation where the conduct complained of has been carried on by an employee, consultant, agent or independent contractor of a Member even if that individual person is not a Member.
8.4 If any person has a complaint about the personal conduct of a Member or other person, this should be made in writing to the Chief Executive who shall consider the complaint in accordance with Rule 8.1
9. Retired Members
9.1 A Member (being a private individual) who retires from being actively engaged relevant business, may become a Retired Member.
9.2 A person wishing to become a Retired Member shall sign a declaration in a form prescribed by the Company stating that he is fully retired from Relevant Business and will not be using his membership of the Baltic Exchange to further any business venture, whereupon he shall become a Retired Member, and shall enjoy such benefits as stipulated by the Company from time to time. These Rules shall apply to Retired Members in the same way as they apply to Members except where otherwise provided.
9.4 A Retired Member shall promptly notify the Chief Executive in writing if he subsequently becomes actively engaged in Relevant Business or if he uses or wishes to use his membership of the Baltic Exchange to further any business venture, or if he acquires a business connection with Members engaged in a Relevant Business or with the Baltic Exchange
10. Honorary Life Members
10.1 The Baltic Exchange Council may elect such private individuals as they in their absolute discretion may determine to be Honorary Life Members of the Baltic Exchange. An Honorary Life Member shall not be required to pay any subscription as such and his election shall be in addition to any other form of membership of the Baltic Exchange that he may hold. The election shall (subject to Rule 8) last for the lifetime of the individual elected.
11. Membership fee and Data Licence fee
11.1 The level of fees shall be calculated by reference to the number of Relevant Employees employed by the Member and by other companies in the same group as the Member.
11.2 Membership and Data Licence fees (if applicable) are payable on election and thereafter annually. Fees outstanding more than one month may lead to the Member being suspended or their membership otherwise being determined by the CEO in his absolute discretion.
11.3 The amount of the fees shall be set by the Company annually, and shall be published by the Company on the Website from time to time. Each Member shall keep itself updated on, and shall be deemed to have notice of, the fees published on the Website from time to time
12. Disqualification of Members
12.1 Subject to Rule 12.2, a Member shall cease to be such immediately upon the happening of any of the following events:
a) if (being an individual) he is adjudicated bankrupt;8
b) if (being a corporation) an effective resolution is passed or an order is made for winding up or an administrative receiver or an administrator is appointed;
c) if expelled by the Board pursuant to Rule 8;
12.2 In any particular case, this Rule may be relaxed or waived to such an extent and in such manner as the Board may in its absolute discretion think fit
13.1 No Member shall communicate to the press or to any person who is not a Member the contents of any notice, or information made available to members or which is otherwise expressed to be confidential and for the private and business use of Members only in the course of their market transactions.
14. Relationship with Councils
14.1 The Board shall be assisted in its duties to admit, monitor, and govern the conduct of Members by the Baltic Membership Council and the Baltic Exchange Council.
14.2 The Baltic Membership Council shall provide first-line assistance and input to the Board in relation to all matters concerning (a) the admission of new Members (under Rule 6); (b) assistance in the resolution of disputes between Members (under Rule 7); and (c) the expulsion or suspension of any Members (under Rule 8). Additionally, the approval of the Baltic Membership Council shall be required for (a) the admission of new Members (under Rule 6); and (c) the expulsion or suspension of any Members (under Rule 8).
14.3 The Baltic Exchange Council acts as the instance of appeal for Members on decisions of the Baltic Membership Council and any other matters specified by the Board from time to time. Any Member who wishes to appeal any such decision of the Board and/or the Baltic Membership Council shall provide written notice to the Baltic Exchange Council with copy to the Company (in all cases) and the Baltic Membership Council (in cases where a decision of the Baltic Membership Council is being appealed).
14.4 The Board shall act as the final instance of appeal for Members on decisions of the Baltic Exchange Council. Any Member who wishes to appeal any such decision of the Baltic Excange Council shall provide written notice to the Company with copy to the Baltic Exchange Council (in cases where a decision of the Baltic Exchange Council is being appealed).
15. Alterations to these Rules and other documents
15.1 The Board may make alterations to these Rules and other policies, guidelines or other documents relating to the conduct of Members as it may from time to time determine, except that no alteration to the Code shall take effect until it has been approved or ratified by the Baltic Exchange Council.